Exhibit 4.1



 Exhibit 4.1 
  

					
	COMMON STOCK NUMBER	 	[INPHONIC, INC. LOGO]	 	COMMON STOCK SHARES

  

			
	 Incorporated under the laws of the State of Delaware
	 	 SEE REVERSE FOR
 CERTAIN DEFINITIONS


  
  
 INPHONIC, INC. 
  
 CUSIP 45772G 10 5 
  
 THIS CERTIFIES THAT 
  
 IS THE OWNER OF 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF 
  
 INPHONIC, INC. 
  
 (hereinafter called the Corporation), transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. 
  
 This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  
 INPHONIC, INC. 
 DELAWARE 
  [1997 SEAL] 
   

			
	 /s/ Donald Charlton
	 	/s/ David A. Steinberg
	 Secretary
	 	Chairman of the Board and Chief Executive Officer

  
 COUNTERSIGNED AND REGISTERED:

 (NEW YORK, NEW YORK) 
  
 TRANSFER AGENT AND REGISTRAR 
 American Stock Transfer & Trust Company

  
 AUTHORIZED SIGNATURE 
  
 The Corporation has more than one class of stock authorized to be issued. The
Corporation will furnish without charge to each stockholder upon written request a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class of stock (and any series thereof)
authorized to be issued by the Corporation as set forth in the Amended and Restated Certificate of Incorporation and amendments thereto filed with the Secretary of State of the State of Delaware. 
  
 The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 








					
	TEN COM- as tenants in
common	  	UNIF GIFT MIN ACT—                                
Custodian                         


					
	 	  	(Cust)      	  	(Minor)        
	 	  	 	  	 
	 TEN ENT- as tenants
 by the entireties
	  	under Uniform Gifts to Minors Act
	 	  	 	  	 Act                                      
          

	 	  	 	  	 
	 	  	 	  	(State)      
	 JT  TEN- as joint tenants with
                 right of survivorship

                and not as tenants

                in common
	  	 	  	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For Value received,
                                        
     hereby sell, assign and transfer unto 
  
 PLEASE
INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
  
  

			
	
	 	 
	
	

	
	

	 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

	
	

	
	



			
		
	
	 	Shares

  
 represented by the within Certificate,
and do hereby irrevocably constitute and appoint                          Attorney to transfer the said shares on the
books of the within-named Corporation with full power of substitution in the premises. 
  
  
  

					
	Dated,
                                        
     	 	X	 	

	 	 	 	 	 
	 	 	X	 	

	 	 	 	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATSOEVER.

  

			
	SIGNATURE GUARANTEED:	 	

	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.