ARTICLE 1 DEFINITIONSAsset Purchase Agreement • November 1st, 2002 • Inphonic Inc • Delaware
Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of February ___, 2000, by and between InPhonic.com, Inc., a Delaware corporation (the "Company"), and David A. Steinberg (the "Executive"). In...Employment Agreement • November 1st, 2002 • Inphonic Inc • District of Columbia
ANDLoan and Security Agreement • November 1st, 2002 • Inphonic Inc • California
Exhibit 10.2 Series A Convertible Preferred Stock Purchase Agreement By and among Inphonic.com, Inc. and John M. Lapides Dated as of January 7, 2000. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series A Convertible Preferred Stock...Preferred Stock Purchase Agreement • November 1st, 2002 • Inphonic Inc • Delaware
Exhibit 10.16 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Second Amended and Restated Loan and Security Agreement ("Amendment") is made and entered into as of September _, 2002, by and among...Loan and Security Agreement • November 1st, 2002 • Inphonic Inc
Exhibit 10.12 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION...Inphonic Inc • November 1st, 2002 • Delaware
INPHONIC, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 1st, 2002 • Inphonic Inc • Delaware
Exhibit 10.31 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT ("Agreement") is between Appiant Technologies, Inc., a Delaware corporation, with a principal place of business at 6663 Owens Drive, Pleasanton, CA 94588 ("Appiant") and InPhonic,...Master Services Agreement • November 1st, 2002 • Inphonic Inc • Delaware
Exhibit 10.34 MARYLAND MULTI-TENANT INDUSTRIAL LEASE INGLEWOOD TECH CENTER I by and between ROUSE COMMERCIAL PROPERTIES, INC., Landlord by ROUSE OFFICE MANAGEMENT, INC., Authorized Agent,Inphonic Inc • November 1st, 2002
INPHONIC, INC. SERIES D-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • November 1st, 2002 • Inphonic Inc • Delaware
Exhibit 10.17 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Inphonic Inc • November 1st, 2002 • California
INPHONIC, INC. SERIES D-4 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • November 1st, 2002 • Inphonic Inc • Delaware
INPHONIC, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 29th, 2005 • Inphonic Inc • Communications services, nec • Delaware
InPhonic, Inc. has granted to the Participant named in the Notice of Grant of Stock Options (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an Option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to the Inphonic, Inc. 2004 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees
Suite # 215Lease Agreement • November 1st, 2002 • Inphonic Inc • District of Columbia
Exhibit 10.25 CONFIDENTIAL INFORMATION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") effective June 3, 2002 (the "Effective Date") is by and between InPhonic, Inc., a corporation with an address at 1010 Wisconsin Avenue, NW,...Employment Agreement • November 1st, 2002 • Inphonic Inc • Washington
Exhibit 10.5 SECOND ADDENDUM TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Second Addendum To Series C Convertible Preferred Stock Purchase Agreement (this "Addendum") is made as of the 6th day of February, 2001 by and among...Preferred Stock Purchase Agreement • November 1st, 2002 • Inphonic Inc • Maryland
7,000,000 Shares InPhonic, Inc. Common Stock ($.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 1st, 2004 • Inphonic Inc • Communications services, nec • New York
InPhonic, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 7,000,000 shares of the Company’s Common Stock, $0.01 par value (the “Firm Shares”), of which 6,000,000 shares will be sold by the Company and 1,000,000 shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” Certain Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to 1,050,000 additional sh
ARTICLE I DEFINITIONSPurchase Agreement and Plan of Reorganization • November 1st, 2002 • Inphonic Inc • Maryland
Exhibit 10.3 INPHONIC.COM, INC. SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the "Agreement") is entered into as of February 7th, 2000, by and among InPhonic.com, Inc., a...Convertible Preferred Stock Purchase Agreement • November 1st, 2002 • Inphonic Inc • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2006 • Inphonic Inc • Communications services, nec • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) effective December 20, 2006 (the “Effective Date”) is by and between INPHONIC, INC., a Delaware corporation with an address at 1010 Wisconsin Avenue N.W., Suite 600, Washington, DC 20007 (the “Company”) and BRIAN J. CURRAN, an individual with an address maintained in the Company’s personnel file (the “Executive”).
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2006 • Inphonic Inc • Communications services, nec
This Fifth Amendment to Third Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of September 30, 2005, by and between COMERICA BANK, successor by merger with COMERICA BANK – CALIFORNIA (“Bank”) and INPHONIC, INC. (“InPhonic”), SIMIPC ACQUISITION CORP. (“SimIpc”), and STAR NUMBER, INC. (“Star” and collectively within InPhonic and SimIpc, the “Borrowers”).
PREMIER I-DEALER AGREEMENTPremier I-Dealer Agreement • October 21st, 2004 • Inphonic Inc • Communications services, nec • New York
This Premier I-Dealer Agreement (this “Agreement”), dated this 1st day of July, 2003, (“Effective Date”) is between T-Mobile USA, Inc. d/b/a T-Mobile (f/k/a VoiceStream Wireless Corporation), a Delaware corporation, and its subsidiaries and affiliates, including companies under common control (including Powertel, Inc.) (Collectively “Company”), and InPhonic, Inc., a Delaware corporation (“I-Dealer”).
CREDIT AGREEMENT dated as of November 7, 2006 among InPhonic, Inc., THE LENDERS FROM TIME TO TIME PARTY HERETO, Goldman Sachs Credit Partners L.P., as Lead Arranger, Lead Bookrunner and Lead Syndication Agent, and Citicorp North America, Inc., as...Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec • New York
This Credit Agreement (“Agreement”) is entered into as of November 7, 2006, among InPhonic, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and Citicorp North America, Inc., as Administrative Agent (in such role, the “Administrative Agent”).
Exhibit 10.11 INPHONIC, INC. INVESTMENT AGREEMENT SEPTEMBER 11, 2001 Funds Provided by SPRING CAPITAL PARTNERS, L.P.Investment Agreement • November 1st, 2002 • Inphonic Inc • Maryland
FORM OFAnd Noncompetition Agreement • November 1st, 2002 • Inphonic Inc • Maryland
ASSET PURCHASE AGREEMENT BY AND AMONG CAIS ACQUISITION II, LLC AND INPHONIC, INC. AND AND SELLING STOCKHOLDER April 26, 2005Asset Purchase Agreement • December 22nd, 2006 • Inphonic Inc • Communications services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 26th day of April, 2005 by and among CAIS Acquisition II, LLC, a Delaware limited liability company (“Buyer”), InPhonic, Inc., a Delaware corporation, and parent company of Buyer (“InPhonic”), VMC Satellite, Inc., a Virginia corporation (“VMC”) and Rick Rahim, the sole stockholder of Seller (the “Selling Stockholder” and collectively, with VMC, referred to herein as the “Seller”). For purposes of this Agreement, Seller and Buyer are sometimes each referred to individually as a “Party” or collectively as the “Parties.” InPhonic is executing this Agreement for the limited purpose of making certain representations and warranties set forth in Article IV and for specified obligations set forth in Article VII.
CONSENT AND FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2005 • Inphonic Inc • Communications services, nec
This Consent and Fourth Amendment to Third Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of August 16, 2005, by and between COMERICA BANK, successor by merger with COMERICA BANK – CALIFORNIA (“Bank”) and INPHONIC, INC. (“InPhonic”), SIMIPC ACQUISITION CORP. (“SimIpc”), and STAR NUMBER, INC. (“Star” and collectively within InPhonic and SimIpc, the “Borrowers”).
Exhibit 10.24 April 10, 2002 Scott Yancey 11728 Flemish Mill Court Oakton, VA 22124 Dear Scott: We are pleased to extend an offer of regular, full-time employment for the position of Chief Financial Officer. The annual compensation is $195,000. You...Inphonic Inc • November 1st, 2002
ASSET PURCHASE AGREEMENT BY AND BETWEEN INPHONIC, INC. AND AVESAIR, INC. May 13, 2003Asset Purchase Agreement • June 14th, 2004 • Inphonic Inc • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of this 13th day of May, 2003 by and between INPHONIC, INC., a Delaware corporation (“Buyer”) and AVESAIR, INC., a Delaware corporation (“Seller”). For purposes of this Agreement, Buyer and Seller are sometimes each referred to individually as a “Party” or collectively as the “Parties.”
ONLINE AUTHORIZED REPRESENTATIVE AGREEMENTOnline Authorized Representative Agreement • August 9th, 2007 • Inphonic Inc • Communications services, nec • Virginia
THIS ONLINE AUTHORIZED REPRESENTATIVE AGREEMENT (“Agreement”) is entered into by and between Sprint Solutions Inc. on behalf of itself and its Affiliates that provide products and services (“Sprint”) and InPhonic, Inc, a Delaware corporation (“OAR”).
SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2006 • Inphonic Inc • Communications services, nec
This Seventh Amendment to Third Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of September 28, 2006, by and between COMERICA BANK, successor by merger with COMERICA BANK – CALIFORNIA (“Bank”) and INPHONIC, INC. (“InPhonic”), SIMIPC ACQUISITION CORP. (“SimIpc”), STAR NUMBER, INC. (“Star”), MOBILE TECHNOLOGY SERVICES, LLC (“Mobile”) and CAIS ACQUISITION II, LLC (“CAIS” and collectively with InPhonic, SimIpc, Star and Mobile, the “Borrowers” and each individually, a “Borrower”).
INPHONIC, INC., SIMIPC ACQUISITION CORP. and STAR NUMBER, INC. THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2004 • Inphonic Inc • Communications services, nec • California
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”)is entered into as of August 7, 2003 by and between COMERICA BANK, successor by merger to Comerica Bank -California, successor by merger to Imperial Bank (“Bank”), INPHONIC, INC. (“InPhonic”), SIMIPC ACQUISITION CORP. (“SimIpc”), STAR NUMBER, INC. (“Star Number”, and together with InPhonic and SimIpc, the “Borrowers”). Except as expressly set forth herein, this Agreement amends, restates and replaces (a) that certain Credit Terms and Conditions dated as of May 2, 2000 between InPhonic and Bank, (b) that certain Commitment Letter attached thereto, (c) that certain Security and Loan Agreement dated as of May 2, 2000 between InPhonic and Bank, (d) that certain Commercial Security Agreement dated as of May 2, 2000 between InPhonic and Bank, (e) that certain Amended and Restated Loan and Security Agreement dated as of January 18, 2001 between InPhonic and Bank, as amended by that certain First Amendment to Credit
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Inphonic Inc • Communications services, nec
AMENDMENT, dated as of June 15, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment to Credit Agreement, dated as of February 6, 2007, by Amendment No. 2 to Credit Agreement, dated as of March 30, 2007, by Amendment No. 3 to Credit Agreement, dated as of April 9, 2007, and by Amendment No. 4, dated as of April 23, 2007, Amendment No. 5, dated as of May 1, 2007, and Amendment No. 6 dates as of May 31, 2007 (the “Agreement”), among InPhonic, Inc., a Delaware corporation (the “Borrower”), the Lenders listed on the signature pages hereof as Lenders, and Citicorp North America, Inc., as Administrative Agent.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec
AMENDMENT, dated as of April 23, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment to Credit Agreement, dated as of February 6, 2007, by Amendment No. 2 to Credit Agreement, dated as of March 30, 2007 and by Amendment No. 3 to Credit Agreement, dated as of April 9, 2007 (the “Agreement”), among InPhonic, Inc., a Delaware corporation (the “Borrower”), the Lenders listed on the signature pages hereof as Lenders, and Citicorp North America, Inc., as Administrative Agent.
LEASE AGREEMENT FOR INPHONIC, INC. Suite #600 WATERFRONT CENTER Washington, DC 20007Lease Agreement • June 14th, 2004 • Inphonic Inc • Services-business services, nec • District of Columbia
THIS LEASE AGREEMENT (hereinafter the “Lease”) is made and entered into on this day of April, 2003, by and between Waterfront Center Limited Partnership, a District of Columbia limited partnership (hereinafter called “Lessor”) and Inphonic, Inc., a Delaware corporation (hereinafter called “Lessee.”)
