0001193125-05-003976 Sample Contracts

ASSET PURCHASE AGREEMENT BY AND BETWEEN CAIS ACQUISITION LLC AND A1 WIRELESS USA, INC. December 17, 2004
Asset Purchase Agreement • January 10th, 2005 • Inphonic Inc • Communications services, nec • Delaware

***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 10th, 2005 • Inphonic Inc • Communications services, nec

THIS FIRST AMENDMENT TO THE ASSET PURCHAE AGREEMENT (this “First Amendment”) is made and entered into this 4th day of January 2005, by and among CAIS Acquisition LLC, a Delaware limited liability company (“Buyer”), InPhonic, Inc., a Delaware corporation and parent company to Buyer (“InPhonic”) and A1 Wireless USA, Inc., a New York corporation (“Seller”). Buyer, InPhonic and Seller are sometimes collectively referred to herein as the “Parties.”

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