ASSET PURCHASE AGREEMENT BY AND BETWEEN FON ACQUISITION, LLC AND FONCENTRAL.COM, INC. May 26, 2005Asset Purchase Agreement • June 3rd, 2005 • Inphonic Inc • Communications services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 26th day of May, 2005 by and between FON Acquisition, LLC, a Delaware limited liability company (“Buyer”), FONcentral.com, Inc., a New York corporation (“Seller”). For purposes of this Agreement, Buyer and Seller are sometimes each referred to individually as a “Party” or collectively as the “Parties.” Both of the stockholders of Seller, Mr. Chris Cicero and Mr. Sam Lamba, (collectively the “Principals”) are each executing this Agreement in their individual capacity for the sole purpose of agreeing to be bound by the terms and conditions of Section 5.4, 5.11(b), Section 5.14 and Section 5.15. InPhonic, Inc., a Delaware corporation and parent company to Buyer (“InPhonic”) is executing this Agreement for the sole purpose of making certain representations and warranties set forth in Article IV.
