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Nominating and Governance Committee Charter


         I.            STATEMENT OF POLICY
This Charter specifies the scope of the responsibilities of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") of InPhonic, Inc. (the "Company").

The primary responsibilities of the Committee are to (i) identify individuals qualified to become Board members; (ii) recommend to the Board, director nominees for each election of directors; (iii) develop and recommend to the Board criteria for selecting qualified director candidates; (iv) consider committee member qualifications, appointment and removal; (v) recommend corporate governance principles, and, together with the Audit Committee, codes of conduct and compliance mechanisms applicable to the Company, and (vi) provide oversight in the evaluation of the Board and each committee.

The Committee shall be comprised of three or more directors, each of whom shall satisfy the independence requirements established by Nasdaq rules, provided that one director who does not meet the Nasdaq independence criteria may, subject to the approval of the Board, serve on the Committee pursuant to, and subject to the limitation under, the "exceptional and limited circumstances" exception as provided under the Nasdaq rules.

The members of the Committee shall be appointed by the Board and shall serve until their successors are duly elected and qualified or their earlier resignation or removal. Any member of the Committee may be removed or replaced by the Board. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership. The Committee may, from time to time, delegate duties or responsibilities to subcommittees or to one member of the Committee.

A majority of the members shall represent a quorum of the Committee, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee.

The Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate, and to agree the terms, costs and fees for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist it in performing its duties hereunder shall be borne by the Company.

      III.            MEETINGS
The Committee shall meet as often as it deems necessary to fulfill its responsibilities hereunder, and may meet with management or individual directors at any time it deems appropriate to discuss any matters before the Committee.

The Committee shall maintain written minutes of its meetings, which minutes will be kept with the minutes of the meetings of the Board. The chair of the Committee shall make regular reports to the Board regarding actions taken by the Committee.

To fulfill its responsibilities and duties hereunder, the Committee shall:

                               A.            Nominating Functions

                                                       1.            Evaluate and recommend to the Board director nominees for each election of directors, except that if the Company is at any time legally required by contract or otherwise to provide any third party with the ability to nominate a director, the Committee need not evaluate or propose such nomination.

                                                       2.            Determine criteria for selecting new directors, including desired board size and composition, director skills and attributes, and identify, interview and recommend individuals qualified to become directors.

                                                       3.            Consider any nominations of director candidates validly made by stockholders.

                                                       4.            Review and make recommendations to the Board concerning qualifications, appointment and removal of committee members.

                               B.            Corporate Governance Functions

                                                       1.            Review and report to the Board on a periodic basis with regards to matters of corporate governance, including director qualification standards, director responsibilities, committee responsibilities, and annual performance evaluation of the Board and committees.

                                                       2.            In consultation with the Audit Committee, consider and present to the Board for adoption a Code of Conduct applicable to all employees and directors, which meets the requirements of Item 406 of the SEC's Regulation S-K, and provide for and review prompt disclosure to the public of any change in, or waiver of, such Code of Conduct.

                                                       3.            Review, at least annually, the Company's compliance with the Nasdaq corporate governance listing requirements, and report to the Board regarding the same.

                                                       4.            Assist the Board in developing criteria for the evaluation of Board and committee performance, and evaluate the Committee's own performance on an annual basis.

                                                       5.            Review and reassess the adequacy of this Charter as appropriate and recommend any proposed changes to the Board for approval.

                                                       6.            Perform any other activities consistent with this Charter, the Company's Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.