EXHIBIT 10.2



 Exhibit 10.2 
  
 INPHONIC, INC. 
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE 
 AGREEMENT 
  
 This Series D-4 Convertible Preferred Stock and Warrant Purchase Agreement
(the “Agreement”) is entered into as of July 19, 2002, by and among InPhonic, Inc., a Delaware corporation (the “Company”) and each of those persons and entities, severally and not jointly, whose names are set forth on the
Schedule of Purchasers attached hereto as Exhibit A (“Exhibit A”) (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”). 
  
 Recitals 
  
 Whereas, the Company has authorized the sale and issuance of an aggregate of 970,000 shares (the “Shares”) of its
Series D-4 Convertible Preferred Stock, par value $0.01 per share (the “Series D-4 Stock”); and 
  
 Whereas, the Company has authorized the sale and issuance of warrants in substantially the form attached hereto as Exhibit B (the “Warrants”) to
acquire up to an aggregate of 960,556 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”); and 
  
 Whereas, the Company desires to sell and issue the Shares and Warrants to the Purchasers, on the terms and conditions set forth herein, and the Purchasers
desire to purchase the Shares and Warrants, on the terms and conditions set forth herein. 
  
 Now, Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1.    Agreement To Sell And Purchase. 
  
 1.1    Authorization of Shares and Warrants. On or prior to the Closing (as defined in Section 2 below), the Company
shall have authorized (a) the sale and issuance to the Purchasers of the Shares, (b) the sale and issuance to the Purchasers of the Warrants, and (c) the issuance of such shares of Common Stock to be issued upon conversion of the Shares and exercise
of the Warrants (together, the “Conversion Shares”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Eighth Amended and Restated Certificate of Incorporation, in the
form attached hereto as Exhibit C (the “Certificate of Incorporation”). 
  
 1.2    Sale and Purchase. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to
each Purchaser, severally and not jointly, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares and Warrants set forth opposite such Purchaser’s name on Exhibit A at a purchase price of
$5.2053141 per share (the “Series D-4 Price”). 
  
 1.3    Covenant to Issue Additional Warrant if No Initial Public Offering. 
  
  

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 (a)    Warrants to acquire an aggregate of 243,142 shares of Common
Stock are being issued to the Purchasers at Closing (with each Purchaser receiving a Warrant to acquire such number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A under the heading “Number of Initial
Warrants”). In the event that the Company does not consummate its initial underwritten public offering (“IPO”) on before June 30, 2003, then, within ten (10) business days thereafter, additional Warrants to acquire an aggregate of
194,873 shares of Common Stock will be issued to the Purchasers (with each Purchaser receiving a Warrant to acquire such number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A under the heading “Number of
2nd Tranche Warrants”). In the event that the Company does not consummate the IPO on or before December 31, 2004, then, within ten (10) business days thereafter, additional Warrants to acquire an aggregate of another 292,008 shares of Common
Stock will be issued to the Purchasers (with each Purchaser receiving a Warrant to acquire such number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A under the heading “Number of 3rd Tranche Warrants”). 
  
 2.    Closing. 
  
 2.1 Closing. The sale and purchase of the Shares and Warrants under this Agreement shall take place at a closing (the “Closing”)
to be held at the offices of Piper Rudnick LLP, 1200 Nineteenth Street, N.W., Washington, DC 20006 at 10:00 a.m. Eastern Time on the date hereof (the “Closing Date”). At the Closing, the Company shall deliver to each Purchaser listed on
Exhibit A such number of Shares and Warrants to be purchased by such Purchaser at the Closing as set forth on Exhibit A opposite such Purchaser’s name by delivery to each Purchaser of a certificate representing the number of Shares to be
purchased and a Warrant to acquire such number of shares of Common Stock as set forth on Exhibit A, against payment of the purchase price therefor by check, wire transfer made payable to the order of the Company, cancellation of indebtedness or any
combination of the foregoing. If at the Closing any of the applicable conditions specified in Section 5.1 shall not have been fulfilled, each Purchaser shall, at its election, be relieved of all of its obligations under this Agreement without
thereby waiving any other rights it may have by reason of such failure or such non-fulfillment. 
  
 3.    Representations And Warranties Of The Company. Except as set forth on a Schedule of Exceptions delivered by the Company to the
Purchasers at the Closing specifically identifying the relevant Section hereof, the Company hereby represents and warrants to each such Purchaser as of the date of each Closing as follows (such representations and warranties do not lessen or obviate
the representations and warranties of each of the Purchasers set forth in this Agreement): 
  
 3.1    Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, the Warrants in the form attached hereto
as Exhibit B, the Fifth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”), the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form
attached hereto as Exhibit E (the “Co-Sale Agreement”), and the Fourth Amended and Restated Voting Agreement in the form attached hereto as Exhibit F (the “Voting Agreement”) (collectively, the “Related 
  
  

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 Agreements”), and all other agreements required to be executed by the Company on or prior to the
Closing, to issue and sell the Shares, the Warrants and the Conversion Shares, and to carry out the provisions of this Agreement, the Related Agreements and the Certificate of Incorporation and to carry on its business as presently conducted and as
presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and
leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the business, assets, liabilities, financial condition, prospects or operations of the Company (a
“Material Adverse Effect”). 
  
 3.2    Subsidiaries. The Company does not own or control any equity security or other interest of any other corporation, limited partnership or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement. 
  
 3.3    Capitalization; Voting Rights. 
  
 (a)    Immediately prior to the Closing, the authorized capital stock of the Company will consist of: (i) 99,440,000 shares of Common Stock, 31,898,727 shares of which are issued and outstanding
and 11,992,426 shares of which are reserved for future issuance to employees pursuant to the Company’s 1999 Stock Incentive Plan and (ii) 34,715,228 shares of Preferred Stock, (A) 668,782 of which have been designated as Series A Preferred
Stock, par value $0.01 per share, all of which are issued and outstanding, (B) 2,282,684 of which have been designated as Series B Preferred Stock, par value $0.01 per share, all of which are issued and outstanding, (C) 7,273,762 of which have been
designated as Series C Preferred Stock, par value $0.01 per share, 6,576,246 of which are issued and outstanding, (D) 8,000,000 of which have been designated as Series D Preferred Stock, par value $0.01 per share, 3,878,720 of which are issued and
outstanding, (E) 12,000,000 of which have been designated as Series D-1 Preferred Stock, par value $0.01 per share, 6,083,488 of which are issued and outstanding, (F) 550,000 of which have been designated as Series D-2 Preferred Stock, par value
$0.01 per share, 416,667 of which are issued and outstanding, (G) 2,000,000 of which have been designated as Series D-3 Preferred Stock, par value $0.01 per share, 792,775 of which are issued and outstanding and (H) 1,940,000 of which have been
designated Series D-4 Stock, none of which are issued and outstanding. 
  
 (b)    All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (a) have been duly authorized and validly issued to the persons listed on Exhibit G hereto, (b) are
fully paid and nonassessable, and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. 
  
 (c)    The rights, preferences, privileges and restrictions of the Shares and the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series D-3 Preferred Stock are as stated in the Certificate of Incorporation. The Conversion Shares have been duly and
validly reserved for issuance. Other than as set forth in Section 3.3, there are no outstanding options, warrants, rights (including registration, conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements, or
agreements of any kind for the purchase or 
  
  

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 acquisition from the Company of any of its securities. Of the shares of Common Stock reserved for
issuance under the Company’s 1999 Stock Incentive Plan, (i) options to purchase 11,066,015 shares have been granted and are currently outstanding, and (ii) 926,411 shares of Common Stock remain available for issuance to officers, directors,
employees and consultants pursuant to such 1999 Stock Incentive Plan. When issued in compliance with the provisions of this Agreement and the Certificate of Incorporation, the Shares and the Conversion Shares will be validly issued, fully paid and
nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise
required by such laws at the time a transfer is proposed and pursuant to any agreements entered into in connection with this Agreement. 
  
 (d)    No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any
holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidated sale of stock or
assets, change in control or any other transaction(s) by the Company. 
  
 3.4    Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the
Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares and Warrants pursuant hereto, and the issuance of the Conversion Shares
pursuant to the Certificate of Incorporation and the Warrants has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company
enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity
that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the
Shares and Warrants, and the subsequent conversion of the Shares and exercise of Warrants into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

  
 3.5    Financial
Statements. The Company has made available to each Purchaser (a) its audited balance sheet at December 31, 2001 (the “Statement Date”) and its audited consolidated statement of income and cash flows for the twelve month period ending
on the Statement Date (the “Year End Financial Statements”) and (b) its unaudited balance sheet, and unaudited consolidated statement of income and cash flows for the three (3) month period ending on March 31, 2002 (the “Interim
Financial Statements” and together with the Year End Financial Statements, the “Financial Statements”). The Year End Financial Statements, together with the notes thereto, are complete and correct in all material respects, have been
prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except as disclosed therein, and present fairly the financial condition of the Company as of the Statement Date and
the operating results of the Company during the period indicated therein. The Interim Financial Statements are complete 
  
  

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 and correct in all material respects, have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated, except as disclosed therein and except that they do not contain all footnotes required under generally accepted accounting principles, and present fairly the financial
condition of the Company as of the date of the balance sheet and the operating results of the Company during the period indicated therein, subject to normal recurring year end audit 
 adjustments. 
  
 3.6    Liabilities. The Company has no material liabilities and, to the best of its knowledge, knows of no material
contingent liabilities not disclosed in the Financial Statements, except current liabilities incurred in the ordinary course of business subsequent to the Statement Date which have not been, either in any individual case or in the aggregate,
materially adverse. 
  
 3.7    Agreements; Action. 
  
 (a)    There are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, or any “affiliate” or
“associate” of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof. 
  

(b)    There are no material agreements, understandings or proposed transactions between the Company, it
affiliates, or to the Company’s knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company. 
  
 (c)    There are no agreements (other
than partnership contracts), understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or
otherwise) of, or payments to, the Company in excess of $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent,
copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products or in connection with agreements entered into in the ordinary course of
business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv)
indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from agreements entered into in the ordinary course of business). 
  
 (d)    The Company has not (i) declared
or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend
obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually
less than $50,000 or in excess of $125,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, (iv) sold, exchanged or otherwise disposed of any of its 
  
  

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 assets or rights, other than the sale of its inventory in the ordinary course of business, (v) acquired
the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements. 
  
 (e)    For the purposes of subsections (c) and (d) above, all indebtedness, liabilities, agreements, understandings,
instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections. 
  
 (f)    The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such
corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or
series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company. 
  
 3.8    Obligations to Related Parties.
There are no obligations of the Company to officers, directors, shareholders, or employees of the Company other than (a) for payment of salary for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company and (c)
for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None of the officers, directors or
shareholders of the Company, or any members of their immediate families, are indebted to the Company or have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a
business relationship, or any firm or corporation which competes with the Company, except that officers, directors and/or shareholders of the Company may own stock in publicly traded companies which may compete with the Company. No officer, director
or shareholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company (other than such contracts as relate to any such person’s ownership of capital stock or other securities
of the Company). Except as may be disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. 
  
 3.9    Changes. Since the Statement Date, there has not been: 
  
 (a)    Any change in the assets,
liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a
Material Adverse Effect on such assets, liabilities, financial condition, operations or prospects of the Company; 
  
 (b)    Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of
its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; 
  
  

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 (c)    Any material change, except in the ordinary course of
business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; 
  
 (d)    Any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be
expected to have a Material Adverse Effect; 
  
 (e)    Any waiver by the Company of a valuable right or of a material debt owed to it; 
  
 (f)    Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the
Company, other than advances made in the ordinary course of business; 
  
 (g)    Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; 
  
 (h)    Any declaration or payment of any dividend or other distribution of the assets of
the Company; 
  
 (i)    Any
labor organization activity; 
  
 (j)    Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; 
  
 (k)    Any sale, assignment or transfer
of any patents, trademarks, copyrights, trade secrets or other intangible assets; 
  
 (l)    Any change in any material agreement to which the Company is a party or by which it is bound which has had or
would reasonably be expected to have a Material Adverse Effect; 
  
 (m)    Any other event or condition of any character that, either individually or cumulatively, has had or would reasonably be expected to have a Material Adverse Effect; or 
  
 (n)    Any arrangement or commitment by
the Company to do any of the acts described in subsection (a) through (m) above. 
  
 3.10    Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and
assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge,
other than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other 
  

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 properties owned, leased or used by the Company are in good operating condition and repair and are
reasonably fit and usable for the purposes for which they are being used. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound. 
  
 3.11  Patents and Trademarks. 
  
 (a)    The Company owns or possesses sufficient legal rights to all patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the
rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or
standard products, and those arising in the ordinary course of business. 
  
 (b)    The Company is not aware of any allegations that the Company has violated or, by conducting its business as presently proposed, would violate any of the patents, trademarks, service marks,
trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. 
  
 (c)    The Company is not aware that any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s
business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s
business as presently proposed, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now
obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or
proprietary information that have been assigned to the Company. 
  
 (d)    The Company is not aware of any claims by any other person or entity contesting the validity, enforceability, use or ownership of any of the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted. The Company is not aware of any infringement or misappropriation by
any other person or entity with respect to any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as
presently proposed to be conducted. 
  
 3.12  Compliance with Other Instruments. 
  

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 (a)    The Company is not in violation or default of any term of its
Certificate of Incorporation or Bylaws, or of any material term of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order, or writ. The execution, delivery,
and performance of and compliance with this Agreement, and the Related Agreements, and the issuance and sale of the Shares and Warrants pursuant hereto and the Conversion Shares pursuant to the Certificate of Incorporation, will not, with or without
the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such material term, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

  
 (b)    The Company has
avoided every condition, and has not performed any act, the occurrence of which would result in the Company’s loss of any right granted under any license, distribution agreement or other agreement to which the Company is a party if such loss
would have a Material Adverse Effect. 
  
 3.13  Litigation. There is no action, suit, proceeding or investigation pending or to the Company’s knowledge currently threatened against the Company or its officers that questions the validity of this Agreement, or the
Related Agreements or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, or which might have, either individually or in the aggregate, Material Adverse Effect or result in
a change in the current equity ownership of the Company, nor is the Company aware that there is any basis for any of the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the
Company) involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations
under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or
investigation by the Company currently pending or which the Company intends to initiate. 
  
 3.14  Tax Returns and Payments. The Company has paid all federal, state, local and foreign taxes (including, without limitation,
income, profit, franchise, sales, use, real property, personal property, ad valorem, excise, employment, social security and wage withholding taxes) and installments of estimated taxes, assessments, deficiencies, levies, imports, duties, license
fees, registration fees, withholdings, or other similar charges of every kind, character or description imposed by any governmental or quasi-governmental authorities, and any interest, penalties or additions to tax imposed thereon or in connection
therewith (collectively, “Taxes”) due as of the Closing Date. The Company has timely filed or has obtained presently effective extensions with respect to all Federal, state, county, local and foreign tax returns (collectively, “Tax
Returns”) that the Company is required to file. The Tax Returns are true and correct and all taxes shown thereon to be due have been timely paid. No penalties or other charges are or will become due with respect to any such Tax Returns as the
result of the late filing thereof. The Company has either paid or established in the Financial Statements adequate reserves for the payment of all such Taxes due or claimed to be due by any 
  
  

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 taxing authority in connection with any such Tax Returns. None of the Company’s federal income tax
returns have been audited by the Internal Revenue Service, and no controversy with respect to taxes of any type is pending or, to the knowledge of the Company, threatened. The Company has withheld or collected from each payment made to its employees
the amount of all taxes required to be withheld or collected therefrom (including, but not limited to, federal income taxes and Federal Insurance Contribution Act taxes) and has paid all such amounts to the appropriate taxing authorities when due.
The Company’s net operating losses for federal income tax purposes, as set forth in the Financial Statements, are not subject to any limitations imposed by Section 382 of the Internal Revenue Code of 1986 as amended (the “Code”), and
consummation of the transactions contemplated by this Agreement of by any other agreement, understanding or commitment, contingent or otherwise, to which the Company is a party or by which it is otherwise bound will not have the effect of limiting
the Company’s ability to use such net operating losses in full to offset such taxable income. 
  
 3.15  Employees. The Company has no collective bargaining agreements with any of its employees. There is no labor union
organizing activity pending or, to the Company’s knowledge, threatened with respect to the Company. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for
any services performed by them to date or amounts required to be reimbursed to such employees and upon any termination of the employment of any such employees. Schedule 3.15 sets forth a true, correct and complete list of all employment, severance,
non-competition, deferred compensation and similar arrangements between the Company and all officers, employees and consultants of the Company and all such arrangements with former officers, employees and consultants of the Company pursuant to which
the Company is obligated to make any payments or provide any benefits. To the Company’s knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract,
proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s
knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging
that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of employment with the Company. The Company is not aware that
any officer or key employee, or that any group of key employees, intends to terminate his, her or their employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of
key employees. 
  
 3.16  Assignment of
Inventions, Non-Disclosure and Non-Competition Agreements and Market Stand-off Agreements. 
  
 (a)    Each former and current employee, officer and consultant of the Company has executed an Assignment of
Inventions, Non-Disclosure and Non-Competition Agreement in the form of Exhibit H attached hereto. No current employee, officer or consultant of the Company has excluded works or inventions made prior to his or her employment with the 
  
  

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 Company from his or her assignment of inventions pursuant to such employee, officer or consultant’s
Assignment of Inventions, Non-Disclosure and Non-Competition Agreement. 
  
 (b)    Each key employee of the Company and each holder of options to purchase equity and debt convertible into equity has executed a market stand-off agreement. 
  
 3.17  Obligations of Management. Each officer of
the Company is currently devoting one hundred percent (100%) of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time
at the Company in the future. To the Company’s knowledge, no officer or key employee plans to work for a competing enterprise, whether or not such officer or key employee is or will be compensated by such enterprise. 
  
 3.18  Registration Rights and Voting Rights.

  
 (a)    Except as required
pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register (as defined in Section 1.1 of the Investor Rights Agreement) any of the Company’s presently outstanding
securities or any of its securities that may hereafter be issued. 
  
 (b)    To the Company’s knowledge, except as contemplated in the Voting Agreement, no shareholder of the Company has entered into any agreement with respect to the voting of equity securities
of the Company. 
  
 3.19  Compliance
with Laws; Permits. The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the
ownership of its properties which violation would have a Material Adverse Effect. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement and the issuance of the Shares and the Conversion Shares, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing as
will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the
business, properties, prospects or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. 
  
 3.20  Environmental and Safety Laws. To the
Company’s knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required in order to
comply with any such existing statute, law or regulation. No Hazardous Materials (as defined below) are used or have been used, stored, or disposed of by the Company or, to the Company’s knowledge, after reasonable investigation, by any other
person or entity on any property owned, leased or used by the Company. For the purposes of the preceding sentence, “Hazardous Materials” shall mean (a) materials which are listed or otherwise defined 
  
  

 -11- 








 as “hazardous” or “toxic” under any applicable local, state, federal and/or foreign
laws and regulations that govern the existence and/or remedy of contamination on property, the protection of the environment from contamination, the control of hazardous wastes, or other activities involving hazardous substances, including building
materials, or (b) any petroleum products or nuclear materials. 
  
 3.21  Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Warrants and the
Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of
all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares or Warrants to any person or persons so
as to bring the sale of such Shares or Warrants by the Company within the registration provisions of the Securities Act or any state securities laws. 
  
 3.22  Full Disclosure. The Company has provided the Purchasers with all information requested by the Purchasers in connection
with their decision to purchase the Shares and Warrants and to the Company’s knowledge, including all information the Company believes is reasonably necessary to make such investment decision. Neither this Agreement, the Exhibits hereto, the
Related Agreements nor any other document delivered by the Company to Purchasers or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material
fact nor, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the Company’s knowledge, there are no facts which (individually or in the aggregate) will have a Material Adverse
Effect that have not been set forth in the Agreement, the Exhibits hereto, the Related Agreements or in other documents delivered to Purchasers or their attorneys or agents in connection herewith. 
  
 3.23  Minute Books. The minute books of the Company
made available to the Purchasers contain a complete summary of all formal meetings of the directors and the shareholders of the Company since the time of incorporation. 
  
 3.24  Real Property Holding Corporation. The Company is not a real property holding corporation
within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations promulgated thereunder. 
  
 3.25  Insurance. The Company has general business liability, fire and casualty insurance policies with coverage customary for
companies similarly situated to the Company. 
  
 3.26  Tax Elections. The Company has not elected to be treated as an “S” corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to
the Code (other than elections which relate solely to matters of accounting, depreciation or amortization) which would have a material adverse effect on the Company, its financial condition, its business as presently conducted or its present
properties or material assets. 
  
  

 -12- 








 3.27  Business Plan. The Company is engaged primarily in the business of
providing wireless, voice and data communications solutions to enterprises, on-line businesses, national retailers and their respective end-users. 
  
 3.28  Criminal History. To the Company’s knowledge, during the past ten (10) years, no Company director, officer or
management member has been arrested or convicted of any material crime, nor have any of them been bankrupt or an officer or director of a bankrupt Company. 
  
 3.29  Small Business Concern. The Company (together with its “affiliates” as that term is defined in Title 13 of the
Code of Federal Regulations (“C.F.R.”), (S) 121.103) is a “small business concern” within the meaning of the Small Business Investment Act of 1958, and the regulations thereunder, including (S) 121.802(a) of Title 13 of the
C.F.R. The Company acknowledges that Core Capital Partners, L.P. is a small business investment company licensed by the Small Business Administration (“SBA”) and that it is relying upon this representation. 
  
 4.    Representations And Warranties Of The Purchasers.
Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):

  
 4.1    Requisite Power
and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All action on Purchaser’s part required
for the lawful execution and delivery of this Agreement and the Related Agreements have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding
obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b)
general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of Section 2.9 of the Investor Rights Agreement may be limited by applicable laws.

  
 4.2    Investment
Representations. Purchaser understands that neither the Shares, the Warrants nor the Conversion Shares have been registered under the Securities Act. Purchaser also understands that the Shares and Warrants are being offered and sold pursuant to an
exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows: 
  
 (a)    Purchaser Bears Economic Risk.
Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares, the Warrants or the Conversion Shares are registered pursuant to the Securities Act, or an exemption from
registration is available. Purchaser understands that the Company has no present intention of 
  
  

 -13- 








 registering the Shares, the Warrants or the Conversion Shares or any shares of its Common Stock.
Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares,
the Warrants or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose. 
  
 (b)    Acquisition for Own Account. Purchaser is acquiring the Shares, the Warrants and the Conversion Shares for
Purchaser’s own account for investment only, and not with a view towards their distribution. 
  
 (c)    Purchaser Can Protect Its Interest. Purchaser represents that by reason of its, or of its management’s,
business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement, and the Related Agreements. Further, Purchaser is aware of no publication of any
advertisement in connection with the transactions contemplated in the Agreement. 
  
 (d)    Accredited Investor. Purchaser represents that it is an accredited investor within the meaning of Regulation D
under the Securities Act. 
  
 (e)    Company Information. Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to
review the Company’s operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. 
  
 (f)    Rule 144. Purchaser acknowledges
and agrees that the Shares, the Warrants and, if issued, the Conversion Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised
or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including,
among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding
specified limitations. 
  
 (g)    Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation,
limited liability company or other entity, then the office or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A. 
  
 4.3    Transfer Restrictions. Each
Purchaser acknowledges and agrees that the Shares and, if issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Investor Rights Agreement. 
  

 -14- 








 5.    Conditions To Closing. 
  
 5.1    Conditions to Purchasers’
Obligations at the Closing. Each of the Purchasers’ obligations to purchase the Shares and Warrants at the Closing are subject to the satisfaction, at or prior to such date, of the following conditions: 
  
 (a)    Representations and Warranties
True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct as of the Closing Date with the same force and effect as if they had been made as of such date and the Company
shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to such date. 
  
 (b)    Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers
necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements. 
  
 (c)    Filing of Certificate of Incorporation. The Certificate of Incorporation shall have been filed with the
Secretary of State of the State of Delaware and shall be in full force and effect as of the Closing. 
  
 (d)    Corporate Documents. The Company shall have delivered to Purchasers or their counsel, copies of all corporate
documents of the Company as Purchasers shall reasonably request. 
  
 (e)    Reservation of Conversion Shares. The Conversion Shares shall have been duly authorized and reserved for issuance upon such conversion or exercise, as the case may be. 
  
 (f)    Compliance Certificate. The
Company shall have delivered to the Purchasers a Compliance Certificate, executed by the Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (b), (c) and (e) of this Section
5.1 have been satisfied. 
  
 (g)    Investor Rights Agreement. The Investor Rights Agreement shall have been executed and delivered by the parties thereto. The stock certificates representing the shares subject to the Investor Rights Agreement shall
have been delivered to the Secretary of the Company and shall have had appropriate legends placed upon them to reflect the restrictions on transfer set forth in the Investor Rights Agreement. 
  
 (h)    Right of First Refusal and
Co-Sale Agreement. The Co-Sale Agreement shall have been executed and delivered by the parties thereto. The stock certificates representing the shares subject to the Co-Sale Agreement shall have been delivered to the Secretary of the Company and
shall have had appropriate legends placed upon them to reflect the restrictions on transfer set forth in the Co-Sale Agreement. 
  
 (i)    Voting Agreement. The Voting Agreement shall have been executed and delivered by the parties thereto. The stock
certificates representing the shares subject to the Voting Agreement shall have been delivered to the Secretary of the Company and 

  

 -15- 








 
shall have had appropriate legends placed upon them to reflect the restrictions on transfer set forth in the Voting Agreement. 
  
 (j)    Employment Agreement. The
Employment Agreement by and between the Company and David A. Steinberg shall be in full force and effect. 
  
 (k)    Legal Opinion. The Purchasers shall have received from legal counsel to the Company an opinion addressed to
them, dated as of the Closing Date, in substantially the form attached hereto as Exhibit I. 
  
 (l)    Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated
hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers and their counsel, and the Purchasers and their counsel shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request. Such documents shall include (but not be limited to) the following: 
  
 (1)    Certified Charter Documents. A copy of the Company’s Certificate of Incorporation (certified by the Delaware Secretary of
State) and Bylaws, certified by the Secretary of the Company as true and correct as of the Closing. 
  
 (2)    Secretary’s Incumbency Certificate. A certificate of the Secretary or an Assistant Secretary or other officer of the
Company certifying the names of the officers of the Company authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the
true signatures of such officers. 
  
 (3)    Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related Agreements, the election of the
Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct. 
  
 (4)    Good Standing Certificate. A good standing certificate issued by the Delaware Secretary of State and any other state where the
Company is qualified to do business dated within fifteen (15) days prior to the Closing. 
  
 (m)    Assignment of Inventions, Non-Disclosure and Non-Competition Agreement. The Company and each of its former
senior management and current employees, senior management, officers and consultants, shall have entered into the Assignment of Inventions, Non-Disclosure and Non-Competition Agreement. 
  
 (n)    Due Diligence. The Purchasers shall have completed, to their sole satisfaction,
their due diligence review of the Company. 
  
 (o)    SBIC Documentation. The Company shall have completed and delivered to Core Capital Partners, L.P. the following forms concerning the status of the Company as a small business concern: (a) SBA Form 480, Size Status
Declaration; (b) SBA 
  

 -16- 








 
Form 652-D, Assurance of Compliance for Non-Discrimination; and (c) SBA Form 1031, Portfolio Financing Report. 
  
 (p)    Blue Sky Approvals. The Company
shall have obtained all necessary Blue Sky Law permits and qualifications, or secured an exemption therefrom, required by any state for the offer and sale of the Shares to be sold at the Closing or at such time thereafter as may be required by
applicable statute. 
  
 5.2    Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Shares and Warrants at Closing to each Purchaser purchasing Shares at such Closing (a “Participating
Purchaser”) is subject to the satisfaction, on or prior to such Closing, of the following conditions: 
  
 (a)    Payment. Each Participating Purchaser shall have delivered to the Company payment in accordance with
Section 2. 
  
 (b)    Representations and Warranties True. The representations and warranties in Section 4 made by each Participating Purchaser shall be true and correct at the date of such Closing with the same force and effect as if
they had been made on and as of said date. 
  
 (c)    Performance of Obligations. Such Participating Purchaser shall have performed and complied with all agreements and conditions herein required to be performed or complied with by such Participating Purchaser on or
before such Closing. 
  
 (d)    Related Agreements. Each of the Related Agreements shall have been executed and delivered by such Participating Purchaser. 
  

(e)    Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers
necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (except for such as may be properly obtained subsequent to such Closing). 
  
 6.    Miscellaneous. 
  
 6.1    Governing Law. This Agreement
shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware (without regard to the choice of law or conflicts of law provisions thereof. 
  
 6.2    Survival. The representations, warranties, covenants and agreements made herein
shall survive any investigation made by any Purchaser and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant
hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. 
  
 6.3    Successors and Assigns. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, 
  

 -17- 








 heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be
enforceable by each person who shall be a holder of the Shares from time to time. 
  
 6.4    Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Related Agreements, the Bridge Loan
Warrants and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and no party shall be liable or bound to any other in any manner by
any representations, warranties, covenants and agreements except as specifically set forth herein and therein. 
  
 6.5    Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 6.6    Amendment and Waiver. 
  

(a)    This Agreement may be amended or modified only by the written consent of the Company and holders of more
than sixty-six and two-thirds percent (66 2/3%) of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public). 
  
 (b)    The obligations of the Company
and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived only with the written consent of the holders of more than sixty-six and two-thirds percent (66 2/3%) of the Shares (treated as if converted and
including any Conversion Shares into which the Shares have been converted that have not been sold to the public). 
  
 6.7    Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to
any party, upon any breach, default or noncompliance by another party under this Agreement, the Related Agreements or the Certificate of Incorporation, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any
Purchaser’s part of any breach, default or noncompliance under this Agreement, the Related Agreements or under the Certificate of Incorporation or any waiver on such party’s part of any provisions or conditions of the Agreement, the
Related Agreements, or the Certificate of Incorporation must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, the Related Agreements, the Certificate of
Incorporation, the Bylaws, or otherwise afforded to any party, shall be cumulative and not alternative. 
  
 6.8    Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of 
  

 -18- 








 receipt. All communications shall be sent to the Company at the address as set forth on the signature
page hereof and to a Purchaser at the address set forth on Exhibit A attached hereto or at such other address as the Company or such Purchaser may designate by ten (10) days advance written notice to the other parties hereto. 
  
 6.9    Expenses. The Company shall pay
all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. The Company shall reimburse Core Capital Partners, L.P. for up to $10,000 of fees and expenses, including reasonable
attorneys’ fees, in connection with the transactions contemplated by this Agreement. 
  
 6.10    Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation,
such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 
  
 6.11    Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of
reference only and are not to be considered in construing this Agreement. 
  
 6.12    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 
  
 6.13    Broker’s Fees. Except as
set forth in the Schedule of Exceptions, each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s
or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. The Company shall be responsible for any broker’s or finder’s fees or other commissions disclosed on the Schedule
of Exceptions. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.13 being untrue. 
  
 6.14    Exculpation Among Purchasers.
Each Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser
nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the Shares and Conversion Shares. 
  
 6.15    Confidentiality. Each party hereto agrees that, except with the prior written consent of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or 
  

 -19- 








 shall become privy by reason of this Agreement or the Related Agreements, discussions or negotiations
relating to this Agreement or the Related Agreements, the performance of its obligations hereunder or the ownership of the Shares purchased hereunder. The provisions of this Section 6.15 shall be in addition to, and not in substitution for, the
provisions of any separate nondisclosure agreement executed by the parties hereto. 
  
 6.16    Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the
masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 
  
 6.17    Mutual Drafting. This Agreement is the result of the joint efforts of the Company and each of the Purchasers,
and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and there shall be no construction against any party based on any presumption of that party’s involvement in the drafting thereof.

  
 6.18    Additional
Investors. The addition of counterpart signature pages to this Agreement, or the revision of Exhibit A to this Agreement in accordance with Section 2 shall not be deemed an amendment to this Agreement requiring the consent of the parties pursuant to
Section 6.6. 
  
 [SIGNATURE PAGES FOLLOW] 
  

 -20- 








 IN WITNESS WHEREOF, the parties hereto have executed this Series D-4 Convertible Preferred Stock and
Warrant Purchase Agreement as of the date set forth in the first paragraph hereof. 
  

			
	 Company:

	
	InPhonic, Inc.
		
	By:	 	 /s/ David A. Steinberg

	 	 	

	 David A. Steinberg
 Chairman and Chief Executive Officer




			
		
	 Address:
	 	 1010 Wisconsin Avenue, N.W.
 Suite 250
 Washington, D.C. 20007



  
 SERIES D
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT 
 SIGNATURE PAGE 
  

 -21- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Bret R. Maxwell Revocable Trust

		
	By:	 	 /s/ Bret R. Maxwell

	 	 	

	 Name:
	 	 Bret R. Maxwell

	 Title:
	 	 Trustee



  
 SERIES D-4
CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  

 -22- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Core Capital Partners, L. P.

		
	By:	 	 /s/ Mark J. Levine

	 	 	

	 Name:
	 	 Mark J. Levine

	 Title:
	 	 Managing Director



  

 -23- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Minotaur, LLC

		
	By:	 	 /s/ Mark J. Levine

	 	 	

	 Name:
	 	 Mark J. Levine

	 Title:
	 	 Managing Director



  

 -24- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 CMS Tech Co-Investment Subpartnership

		
	By:	 	 /s/ Richard A. Mitchell

	 	 	

	 Name:
	 	 Richard A. Mitchell

	 Title:
	 	 Authorized Officer



  

 -25- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 CMS PEP XIV Co-Investment Subpartnership

		
	By:	 	 /s/ Richard A. Mitchell

	 	 	

	 Name:
	 	 Richard A. Mitchell

	 Title:
	 	 Authorized Officer



  

 -26- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Brind Investment Partners II

		
	By:	 	 /s/ Ira Brind

	 	 	

	 Name:
	 	 Ira Brind

	 Title:
	 	 Partner



  

 -27- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Riverside Partnership, LP

		
	 By:
	 	 Riverside LLC, its General Partner

		
	 By:
	 	 First Analysis Management Company III, LLC,
 its Manager

		
	By:	 	 /s/ Bret R. Maxwell

	 	 	

	 Name: Bret R. Maxwell

	 Title: Managing Member



  

 -28- 








 INPHONIC, INC. 
  
 SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT 
  
 COUNTERPART SIGNATURE PAGE 
  
 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day
and year first above written. 
  

			
	 Venture Investment Partners I LLC

		
	By:	 	 /s/ Richard L. Tuch

	 	 	

	 Name: Richard L. Tuch

	 Title: Managing Partner



  

 -29-