Warrants to purchase Common Stock



 Exhibit 10.22 

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS
AVAILABLE WITH RESPECT THERETO. 
 COMMON STOCK PURCHASE WARRANT 

 

			
	 Warrant No.
                    
	 	Number of Shares: a maximum of 240,000
		 	Common Stock
		 	 Subject to determination as set for the below



ZIPCAR, INC. 

Effective as of May 29, 2008 

Void after May 29, 2015 

1. Issuance. This Common Stock Purchase Warrant (the “Warrant”) is issued to LIGHTHOUSE
CAPITAL PARTNERS VI, L.P. by ZIPCAR, INC., a Delaware corporation (hereinafter with its successors called the
“Company”). 
 2. Purchase Price; Number of Shares. The registered holder of this Warrant (the
“Holder”), is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $2.38 (the
“Purchase Price”), up to a maximum of 240,000 fully paid and nonassessable shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”). Commencing on the date hereof, 96,000 (the
“Exercise Quantity”) of shares of Common Stock are immediately available for purchase hereunder. 
 (b)
On the Commitment Termination Date or such earlier termination of this Warrant in accordance with the terms hereof, the Exercise Quantity shall automatically be increased by an additional 144,000 shares if the amount of Aggregate Advances funded
under the Loan Agreement exceeds $2,000,000. 
 In addition to other terms which may be defined herein, the following terms, as used in this
Warrant, shall have the following meanings: 
  

	 	(i)	“Aggregate Advances” means the aggregate original dollar amount of Advances made under the Loan Agreement, whether such Advances are outstanding or
prepaid, at the time of any scheduled adjustment to the Exercise Quantity. 

  

	 	(ii)	“Loan Agreement” means that certain Loan and Security Agreement No. 1221 dated May 29, 2008 between the Company and Lighthouse Capital
Partners VI, L.P.. 

 Any term not defined herein shall have the meaning as set forth in the Loan Agreement. 

 

 1. 








 Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities
issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder
of record of the shares represented thereby as at the close of business on the dale this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. 

3. Payment of Purchase Price. The Purchase Price may be paid (a) in cash or by check, (b) by the surrender by the
Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued
interest to the date of surrender, or (c) by any combination of the foregoing. 
 4. Net Issue Election. The
Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the
net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following
formula: 
  

					
	X=	 	Y
(A-B)
		 		  	A


  

			
	where; X =	  	the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4.
		
	Y =	  	the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4.
		
	A =	  	the Fair Market Value (defined below) of one share of Common Stock as determined at the time the net issue election is made pursuant to this Section 4.
		
	B =	  	the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.


“Fair Market Value” of a share of Common Stock as of the date that the net issue election is made (the “Determination Date”)
shall mean: 
 (i) If the net issue election is made in connection with and contingent upon the closing of the sale of
the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering
(“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. 

(ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: 

(a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed
to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date; 

(b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the
average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and 

(c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the
Company’s Board of Directors. 
  

 2. 








 5. Partial Exercise. This Warrant may be exercised in part, and the Holder
shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised. 

6. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant.
If, upon exercise of this Warrant in its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full shares of Common
Stock, issuing a full share with respect to such fractional share. 
 7. Expiration Date; Automatic Exercise. This
Warrant shall expire at the earliest to occur of (the “Expiration Date”) (i) at the close of business on May 29, 2015; or (ii) the closing of the initial Public Offering; of the Company on the NASDAQ or other stock
exchange in the United States, and shall be void thereafter. 
 Notwithstanding the term of this Warrant fixed pursuant to this
Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon
the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the
Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of
changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company. “Unaffiliated Entity”
means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger, consolidation or acquisition. Notwithstanding
the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed. The Company agrees to promptly
give the Holder written notice of any proposed Merger and written notice of termination of any proposed Merger. Notwithstanding anything to the contrary in this Warrant, the Holder may rescind any exercise of its purchase rights after a notice of
termination of the proposed Merger if the exercise of this Warrant occurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, provided, however that such
rescission right must be exercised within thirty (30) days of receipt of such written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and conditions.

 8. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date
hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such
shares as may be issued pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 

9. Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or
combine the Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in
the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased
in the case of a combination. 
 10. Antidilution Rights. The other antidilution rights applicable to the Common Stock of
the Company are set forth in the Sixth Amended and Restated Certificate of Incorporation, as amended from time to lime (the “Articles”), a true and complete copy in its current form which is attached hereto as Exhibit A. Such
rights shall not be restated, amended or modified in any manner without such Holder’s prior written consent if the effect of such action would be more adverse to the Holder, and substantially dissimilar to, its effect on the other holders of
the Company’s Common Stock with respect to the Common Stock. The Company shall promptly provide the Holder hereof with any restatement, amendment or modification to the Articles promptly after the same has been made. 

 

 3. 








 11. Mergers and Reclassifications. If after the date hereof the Company shall
enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder,
so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such
Reorganization by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and
interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall
thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without
limitation any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger
of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale
or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company. 

12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall
promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 

13. Notices of Record Date, Etc. In the event of: 

(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class or any other securities or property, or to receive any other
right; 
 (b) any reclassification of the capital stock of the Company, capital reorganization of the Company,
consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or 
 (c)
any voluntary or involuntary dissolution, liquidation or winding-up of the Company; 
 then in each such event the Company will provide or cause
to be provided to the Holder a written notice thereof. Such notice shall be provided at least twenty (20) days prior to the date specified in such notice on which any such action is to be taken. 

14. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each
Holder on the basis of the following representations, warranties and covenants made by the Company: 
 (a) The Company
has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the
Company, enforceable in accordance with its terms. 
 (b) The shares of Common Stock issuable upon the exercise of this
Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. 

(c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Common Stock upon the exercise
of this Warrant in accordance with the terms hereof will not, (i) violate or contravene 
  

 4. 








 
the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under
any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity.

 (d) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other
information as the Holder would be entitled to receive under Section 4.3 of the Rights Agreement (as defined below) as if Holder were a “Major Investors” as defined therein (subject to the confidentiality obligations of Section 5
of the Rights Agreement). 
 (f) As of the date hereof, the authorized capital stock of the Company consists of
(i) 72,500,000 shares of Common Stock, of which 4,204,517 shares are issued and outstanding and 240,000 shares are reserved for issuance upon the exercise of this Warrant, (ii) 545,056 shares of Series A Preferred Stock, all of which are
issued and outstanding, (iii) 9,408,742 shares of Series B Preferred Stock, all of which are issued and outstanding; (iv) 5,714,998 shares of Series C Convertible Preferred Stock, all of which are issued and outstanding;
(v) 10,117,134 shares of Series D Convertible Preferred Stock, all of which are issued and outstanding; (vi) 6,497,389 shares of Series E Convertible Preferred Stock, all of which are issued and outstanding; and (vii) 16,285,000
shares of Series F Convertible Preferred Stock, of which 14,297,694 are issued and outstanding. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once
per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. 

15. Registration and Information Rights. The Company grants to the Holder all the registration rights of an “Investor”
set forth in Section 2 and the information rights set forth in Section 4.3 (subject to the confidentiality obligations of Section 5) of the Company’s Fifth Amended and Restated Registration Rights Agreement dated as of
October 31, 2007 (as amended, the “Rights Agreement”), and agrees to amend the Rights Agreement so that (i) the shares of Common Stock issuable upon exercise of this Warrant shall be “Registrable Shares,” and
(ii) the Holder shall be an “Investor” for all purposes of Section 2 of such Rights Agreement. 
 16.
Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder. 

17. Representations and Covenants of the Holder. This Common Stock Purchase Warrant has been entered into by the Company in
reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms: 

(a) Investment Purpose. The right to acquire Common Stock contained herein will be acquired for investment and not with a
view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption. 

(b) Accredited Investor. Holder is an “accredited investor” within the meaning of the Securities and Exchange
Rule 501 of Regulation D, as presently in effect. 
 (c) Private Issue. The Holder understands (i) that the
Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt
from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17. 

(d) Financial Risk. The Holder has such knowledge and experience in financial and business mailers as to be capable of
evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. 
  

 5. 








 (e) Stockholder Rights. Unless otherwise specified herein or in another
agreement between the Company and Holder, until exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. 

18. Notices, Transfers, Etc. 

(a) Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or
delivered to the Holder at the address most recently provided by the Holder to the Company. 
 (b) Subject to compliance
with Section 19 below and the applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company, together
with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company,
together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be
requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. 

(c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and
denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or
other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. 
 19.
Transfer of Shares. 
 (a) “Restricted Shares” means (a) this Warrant, (b) the shares of
Common Stock issued or issuable upon exercise of this Warrant, and (c) any other shares of capital stock of the Company issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalizations or
similar events); provided, however, that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the 1933 Act, Section 4(1) of the
1933 Act or Rule 144 under the 1933 Act or (y) at such time as they become eligible for sale under Rule 144 under the 1933 Act. 

(b) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the 1933
Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company if requested by the Company or its transfer agent, to the effect that such sale or transfer is exempt from the
registration requirements of the 1933 Act. 
 (c) Notwithstanding the foregoing, no registration or opinion of counsel
shall be required for (i) a transfer by the Holder to an Affiliated Party (as such term is defined below) of the Holder, (ii) a transfer by the Holder which is a partnership to a partner of such partnership; provided that the transferee in
each case agrees in writing to be subject to the terms of this Section 19 to the same extent as if it were the original Holder hereunder, or (iii) a transfer made in accordance with Rule 144 under the 1933 Act. For purposes of this
Agreement “Affiliated Party” shall mean, with respect to Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with Holder, including, without limitation, any general partner,
officer, manager or director of Holder and any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, Holder. 

(d) Each certificate representing Restricted Shares shall bear a legend substantially in the following form: 

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be
offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”

  

 6. 








 The foregoing legend shall be removed from the certificates representing any Restricted
Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the 1933 Act. 

20. No Impairment. The Company will not, without the prior written consent of the Holder by amendment of its Articles or
through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of
any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder. 

21. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the
internal laws of the State of Delaware. 
 22. Successors and Assigns. This Warrant shall be binding upon the
Company’s successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns. 

23. Business Days. If the last or appointed day for the taking of any action required of the expiration of any rights
granted herein shall be a Saturday or Sunday or a legal holiday in California, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday. 

24. Value. The Company and the Holder agree that the value of this Warrant on the date of grant is $100. 

25. Lock-Up Agreement. The Holder, if requested by the Company and the managing underwriter of an underwritten public
offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Common Stock or other securities of the Company held by Holder for a period of up to one hundred eighty (180) days following the effective date of a
Registration Statement (as defined in the Rights Agreement); provided, that (a) such agreement shall only apply to the Initial Public Offering (as defined in the Rights Agreement); (b) all stockholders of the Company then holding at least
one percent (1%) of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements; and (c) the Company shall use its reasonable best efforts to ensure that such
agreement shall provide (i) for the periodic early releases of portions of the securities subject thereto upon the occurrence of specified events, and (ii) that in the event of any such early release, the Holder shall be released from such
agreement on a pro rata basis. 
  

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 		 	By: Lighthouse Management Partners VI. L.L.C.
		 		 		 		 	is general partner
					
	 By:
	 	
 



	 		 	By:	 	
 




					
	 Name:
	 	 Edward Goldfinger
	 		 	Name:	 	 Cristy Barnes

					
	 Title:
	 	 CFO
	 		 	Title:	 	 Managing Director



 

 7. 








 Subscription 

 

									
	To:	 	  
	 		 	Date:	 	  


 The
undersigned hereby subscribes for                      shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be
issued in the name of the undersigned or as otherwise indicated below: 
  

	
	  

	 Signature

	
	  

	 Name for Registration

	
	  

	 Mailing Address


  

 1. 








 Net Issue Election Notice 

 

									
	To:	 	  
	 		 	Date:	 	  


 The
undersigned hereby elects under Section 4 to surrender the right to purchase                      shares of Common Stock pursuant to this
Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below: 
  

	
	  

	 Signature

	
	  

	 Name for Registration

	
	  

	 Mailing Address


  

 1. 








 Assignment 

For value received
                                         
                        hereby sells, assigns and transfers unto 

[Please print or typewrite name and address of Assignee) 

the within Warrant, and does hereby irrevocably constitute and
appoint                                        
                                         
        its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises. 

 

			
	Dated:	 	  


 In the Presence of:

  

			
	  


  

 1. 








 EXHIBIT A 

Sixth Amended and Restated Certificate of Incorporation 

See Exhibit 3.1 to Zipcar Inc.’s Registration Statement on Form S-1 







 EXHIBIT B 

Capitalization Table 
  

 1. 









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 Adams, William
	  	6,102	  	0	  	158,374	  	0	  	32,327	  	28,588	  	0
	 Adams, William A.
	  	0	  	0	  	0	  	35,714	  	0	  	0	  	0
	 Aldrich Descendants 2002 Trust Dated 9/23/02
	  	0	  	0	  	0	  	0	  	100,000	  	0	  	0
	 Altschuller, Alison
	  	1,181	  	0	  	0	  	0	  	0	  	0	  	0
	 American Honda Motor Co., Inc.
	  	0	  	0	  	0	  	0	  	0	  	0	  	67,968
	 Andonian, Charles C.
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,162
								
	 Andrew McKee Revocable Trust 2000
	  	0	  	0	  	200,000	  	0	  	87,751	  	0	  	0
	 Autrey, Carlos
	  	0	  	52,632	  	234,266	  	0	  	0	  	0	  	0
	 Ayrault, IV, Arthur D.
	  	0	  	0	  	0	  	0	  	0	  	0	  	287
	 Azocar, Carlos
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,621
	 Balbontin, Juan
	  	0	  	0	  	0	  	0	  	0	  	0	  	810
	 BCLF Ventures I, LLC
	  	0	  	131,579	  	0	  	0	  	0	  	0	  	0
	 BCLF Ventures II, LLC
	  	0	  	0	  	0	  	0	  	177,286	  	140,343	  	0
	 BCLF Ventures LLC
	  	0	  	0	  	585,666	  	0	  	0	  	0	  	0
	 Benchmark Capital Partners V, L.P.
	  	0	  	0	  	0	  	0	  	6,726,748	  	878,454	  	0
	 Brettman, Lee
	  	0	  	0	  	265,134	  	0	  	0	  	0	  	0
	 Bristol Bay Native Corporation
	  	0	  	0	  	0	  	0	  	0	  	0	  	131,408
	 Brook, David
	  	0	  	0	  	0	  	0	  	0	  	0	  	4,962
	 Campbell Living Trust, dated January 16, 1997
	  	0	  	0	  	0	  	0	  	0	  	0	  	7,266
	 Career Specialists
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,428
	 Carol and Fred Konz 2006 Trust dated August 3, 2006
	  	0	  	0	  	0	  	40,000	  	0	  	0	  	0
	 Carroll, Tracy J.
	  	0	  	0	  	0	  	0	  	0	  	0	  	6,974
	 Casey, Timothy Barry
	  	0	  	0	  	0	  	0	  	263,254	  	38,984	  	0
	 Charles W. Riske, Jr. and Carolyn B. Riske, JT/WROS
	  	0	  	0	  	0	  	0	  	0	  	10,677	  	0
	 Chase, Mark
	  	35,425	  	0	  	0	  	0	  	0	  	0	  	0
	 Chase, Robin
	  	1,116,702	  	0	  	0	  	0	  	0	  	0	  	0
	 Chinn, Glenn N.
	  	0	  	0	  	0	  	0	  	0	  	0	  	5,668
	 City National Bank as Trustee for Nossaman, Guthner, Knox & Elliot PSP FBO Henry Weinstock
	  	0	  	0	  	0	  	0	  	0	  	0	  	290









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 City National Bank as Trustee for Nossaman, Guthner, Knox & Elliot PSP FBO Karen J. Hedlund
	  	0	  	0	  	0	  	0	  	0	  	0	  	519
	 City National Bank as Trustee for Nossaman, Guthner, Knox & Elliott PSP FBO Geoffrey S. Yarema
	  	0	  	0	  	0	  	0	  	0	  	0	  	581
	 Daghlian, Pamela
	  	7,085	  	0	  	0	  	0	  	0	  	0	  	0
	 Danielson, Antje
	  	404,762	  	0	  	0	  	0	  	0	  	0	  	0
	 Danz, Ron and Marjorie
	  	0	  	0	  	0	  	0	  	0	  	0	  	665
	 Degroof, Jean-Jacques
	  	0	  	52,632	  	117,334	  	71,428	  	0	  	15,593	  	0
	 Dekin, Sarah
	  	106,750	  	0	  	0	  	0	  	0	  	0	  	0
	 Diamond Parking
	  	0	  	0	  	0	  	0	  	0	  	0	  	523
	 Donald and Beverly Jefferson JTWROS
	  	0	  	0	  	0	  	0	  	0	  	0	  	2,220
	 Duckworth, Connie
	  	0	  	0	  	100,000	  	0	  	43,960	  	0	  	0
	 Dworkin, Adam
	  	19,532	  	0	  	0	  	0	  	0	  	0	  	0
	 Elliott, Kathy
	  	0	  	0	  	100,000	  	0	  	0	  	0	  	0
	 Ellis, David
	  	0	  	0	  	82,900	  	0	  	0	  	0	  	0
	 Enriquez, Juan
	  	5,149	  	13,158	  	64,000	  	0	  	0	  	10,395	  	0
	 Espiritu, Julian
	  	11,808	  	0	  	0	  	0	  	0	  	0	  	0
	 Evercel, Inc.
	  	0	  	0	  	0	  	2,857,142	  	0	  	0	  	0
	 Feldman, Rich
	  	0	  	0	  	100,000	  	0	  	0	  	0	  	0
	 Feldman, Richard
	  	0	  	0	  	0	  	0	  	63,089	  	0	  	0
	 Fink, Patricia
	  	58	  	0	  	0	  	0	  	0	  	0	  	0
	 Fleischmann, Ruth
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,162
	 Garcia-Huidobro, Miguel
	  	0	  	0	  	0	  	0	  	0	  	0	  	810
	 Garth, Gretchen
	  	0	  	0	  	0	  	0	  	0	  	0	  	791
	 Gerson Family Foundation, Inc.
	  	0	  	0	  	0	  	142,857	  	0	  	0	  	0
	 Gerson, Frederick E.
	  	0	  	0	  	0	  	71,428	  	25,000	  	0	  	0
	 Gerson, James
	  	0	  	0	  	0	  	285,714	  	137,850	  	0	  	0
	 Gerson, Jim
	  	0	  	0	  	200,000	  	0	  	0	  	0	  	0
	 Gerson, Simon
	  	0	  	0	  	0	  	71,428	  	25,000	  	0	  	0
	 Gerson, Simon F.
	  	0	  	0	  	0	  	0	  	43,599	  	0	  	0
	 Globespan Capital Partners V, L.P.
	  	0	  	0	  	0	  	0	  	0	  	368,490	  	0
	 Graham, Thomas C.
	  	0	  	0	  	0	  	0	  	0	  	0	  	470
	 Gravestar Investments
	  	0	  	52,632	  	0	  	0	  	0	  	0	  	0
	 Gravestar Investments, LLC
	  	0	  	0	  	259,334	  	0	  	0	  	0	  	0









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 Greylock XII Limited Partnership
	  	0	  	0	  	0	  	0	  	0	  	3,666,477	  	0
	 Greylock XIl Principals LLC
	  	0	  	0	  	0	  	0	  	0	  	214,414	  	0
	 Greylock Xll-A Limited Partnership
	  	0	  	0	  	0	  	0	  	0	  	407,386	  	0
	 Griffith, Scott W.
	  	1,400,000	  	0	  	0	  	0	  	0	  	0	  	0
	 Hamilton Revocable Trust, Rylan
	  	0	  	0	  	8,900	  	0	  	0	  	0	  	0
	 Hamilton UTMA, Harrison
	  	0	  	0	  	4,400	  	0	  	0	  	0	  	0
	 Hammond, Jean
	  	0	  	0	  	1,161,456	  	0	  	43,953	  	0	  	0
	 Heminway, Mark
	  	97,234	  	0	  	0	  	0	  	0	  	0	  	0
	 Hester, Montgomery R.
	  	0	  	0	  	0	  	0	  	0	  	0	  	493
	 Hill, Chris
	  	0	  	0	  	200,000	  	0	  	38,484	  	0	  	0
	 Hopkinson, Christine
	  	11,250	  	0	  	0	  	0	  	0	  	0	  	0
	 lacocca, Lee
	  	0	  	0	  	0	  	0	  	0	  	0	  	15,678
	 Jackson, Livia
	  	0	  	0	  	0	  	0	  	0	  	0	  	2,507
	 Jenkins, Timothy B.
	  	0	  	0	  	0	  	0	  	0	  	0	  	799
	 Johnson, Adam A.
	  	11,253	  	0	  	0	  	0	  	0	  	0	  	0
	 Johnson, Joel
	  	313	  	0	  	0	  	0	  	0	  	0	  	0
	 Jonathan Seelig, Custodian for Jacob Seelig Under MA UTMA
	  	0	  	0	  	0	  	0	  	0	  	6,116	  	0
								
	 Jonathan Seelig, Custodian for Maxwell Beck Seelig Under MA UTMA
	  	0	  	0	  	0	  	0	  	0	  	6,116	  	0
	 K3 LLC
	  	0	  	0	  	0	  	0	  	0	  	0	  	162
	 Kaneb, Christopher P.
	  	0	  	0	  	200,000	  	0	  	219,874	  	0	  	0
	 Kanter Trust dated May 18, 2994, Michael Kanter and Sandra Kanter as Trustees of the
	  	0	  	0	  	0	  	0	  	0	  	0	  	228
	 Kathleen A. Rogers Revocable Trust, u/d/t January 16, 2004, Richard E. Teller and Kathleen A. Rogers,
Trustees
	  	0	  	0	  	250,000	  	178,500	  	87,028	  	0	  	0
	 Kennard, Peter L.
	  	0	  	0	  	50,000	  	50,000	  	52,860	  	7,796	  	0
	 Klein, Gabriel J.
	  	68,750	  	0	  	0	  	0	  	0	  	0	  	0
	 Klein, Michael
	  	0	  	0	  	0	  	0	  	0	  	0	  	15,678
	 Knott, David W.
	  	14,170	  	0	  	0	  	0	  	0	  	0	  	0
	 Kuy, Leslie H.
	  	1,718	  	0	  	0	  	0	  	0	  	0	  	0
	 Lamstein, Joel
	  	0	  	13,158	  	0	  	0	  	0	  	0	  	0
	 LaSalle Investment Fund
	  	0	  	0	  	100,000	  	0	  	0	  	0	  	0









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 Leonhardt, David
	  	0	  	0	  	0	  	0	  	0	  	0	  	183
	 Livingston, Philip
	  	0	  	0	  	0	  	0	  	0	  	0	  	37,868
	 Lowenthal, Robert S.
	  	0	  	0	  	100,000	  	0	  	63,209	  	25,989	  	0
	 McCabe, Robert J. and Pamela M.
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,557
	 McCourt, Jamie
	  	0	  	52,632	  	50,774	  	0	  	0	  	0	  	0
	 McGeehin, Patrick
	  	0	  	0	  	100,000	  	0	  	63,146	  	0	  	0
	 McGuire, Greg
	  	14,723	  	0	  	0	  	0	  	0	  	0	  	0
	 Michael Crill and Catherine Nobis
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,436
	 Miller, Ann C.
	  	0	  	0	  	0	  	0	  	0	  	0	  	581
	 Moreno, Jose
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,065
	 Mullen, Scott
	  	4,688	  	0	  	0	  	0	  	0	  	0	  	0
	 Myers, Mason
	  	0	  	0	  	166,750	  	0	  	0	  	10,677	  	0
	 Nassutti, Mark
	  	0	  	0	  	0	  	0	  	0	  	0	  	422
	 Nemerson, Elana
	  	0	  	0	  	50,000	  	0	  	0	  	0	  	0
	 Nesbitt, Bryce
	  	0	  	0	  	25,000	  	0	  	0	  	0	  	0
	 Nessen, Peter
	  	0	  	0	  	117,234	  	0	  	0	  	0	  	0
	 Nielsen, Donald P.
	  	0	  	0	  	0	  	0	  	0	  	0	  	6,013
	 Nossaman, Guthner, Knox & Elliot, LLP
	  	0	  	0	  	0	  	0	  	0	  	0	  	519
	 Oakley, Stephen
	  	77,613	  	0	  	0	  	0	  	0	  	0	  	0
	 Ogden, John and Andrea
	  	0	  	0	  	0	  	0	  	0	  	0	  	581
	 Padelford, Carol F.
	  	0	  	0	  	0	  	0	  	0	  	0	  	581
	 Parsons Transportation Group
	  	0	  	0	  	0	  	0	  	0	  	0	  	22,940
	 Pascale, Renee
	  	2,188	  	0	  	0	  	0	  	0	  	0	  	0
	 Peare, William F.
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,764
	 Perrin Investments LLC
	  	0	  	0	  	0	  	0	  	43,649	  	0	  	0
	 Perrin, Donald M.
	  	4,298	  	0	  	162,666	  	0	  	0	  	0	  	0
	 Peter C. Aldrich Trust
	  	21,425	  	0	  	1,000,000	  	0	  	0	  	0	  	0
	 Peter C. Aldrich Trust dtd 8/2/84
	  	0	  	0	  	0	  	360,000	  	0	  	192,322	  	0
	 Peterson, Neil
	  	0	  	0	  	0	  	0	  	0	  	0	  	24,493
	 Pollak, Eric
	  	0	  	18,421	  	0	  	0	  	0	  	0	  	0
	 Pollak, Eric
	  	0	  	0	  	147,066	  	0	  	0	  	0	  	0
	 Porter, W. Thomas and Dixie Jo
	  	0	  	0	  	0	  	0	  	0	  	0	  	31,800
	 Prentice Family Partnership
	  	0	  	0	  	0	  	0	  	0	  	0	  	6,268
	 Preotle, Jill
	  	28,793	  	0	  	560,000	  	107,142	  	43,967	  	129,947	  	0
	 Preotle, Timothy J.
	  	0	  	0	  	40,000	  	0	  	0	  	0	  	0









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 Preston Gates & Ellis Investments, LLC
	  	0	  	0	  	0	  	0	  	0	  	0	  	5,767
	 RA Capital Associates
	  	21,425	  	0	  	662,834	  	287,165	  	87,595	  	77,968	  	0
	 Reuben, Rob
	  	0	  	0	  	100,000	  	0	  	0	  	0	  	0
	 Reuben, Robert
	  	0	  	0	  	0	  	0	  	98,223	  	0	  	0
	 Revolution Living LLC
	  	0	  	0	  	0	  	0	  	0	  	0	  	13,829,351
	 Richard E. Teller Revocable Trust, u/d/t January 16, 2004, Richard E. Teller and Kathleen A. Rogers,
Trustees
	  	0	  	0	  	250,000	  	178,500	  	87,028	  	0	  	0
	 Ros Bond and Gillian Marsden
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,744
	 Rose, Jonathan F.P.
	  	0	  	0	  	325,134	  	28,571	  	43,960	  	0	  	0
	 Rosenfeld, Eric
	  	0	  	52,632	  	60,000	  	55,736	  	52,650	  	0	  	0
	 Rosenzweig, Nancy J.
	  	35,000	  	0	  	0	  	0	  	0	  	0	  	0
	 Ross, Andrew
	  	87,837	  	0	  	0	  	571,428	  	983,715	  	259,895	  	0
	 Ruddy, Daniel J.
	  	7,496	  	0	  	0	  	0	  	0	  	0	  	0
	 Russell, R. Patterson
	  	0	  	26,632	  	568,328	  	158,733	  	43,974	  	0	  	0
	 Russell, Roy
	  	275,425	  	0	  	0	  	0	  	0	  	0	  	0
	 Samuel, Inbal
	  	4,063	  	0	  	0	  	0	  	0	  	0	  	0
	 Sander, Stephen P.
	  	0	  	0	  	0	  	0	  	0	  	0	  	11,804
	 Sapers, Aviva
	  	0	  	0	  	114,034	  	0	  	0	  	0	  	0
	 Schapelhouman, Fred
	  	0	  	0	  	0	  	0	  	0	  	0	  	145
	 Schembre, Drew
	  	0	  	0	  	0	  	0	  	0	  	0	  	375
	 Scott, William
	  	0	  	0	  	0	  	0	  	0	  	0	  	22,051
	 Seed Partners LLC
	  	0	  	26,316	  	0	  	0	  	0	  	0	  	0
	 Seelig, Jonathan
	  	0	  	0	  	0	  	0	  	43,974	  	762	  	0
	 Seelig, Jonathan
	  	0	  	52,632	  	50,774	  	71,430	  	0	  	0	  	0
	 Slotnick, Laurence
	  	24,723	  	0	  	0	  	0	  	0	  	0	  	0
	 Smith, Orin
	  	0	  	0	  	0	  	0	  	0	  	0	  	2,076
	 Sorkin, Harvey
	  	0	  	0	  	100,000	  	0	  	203,296	  	0	  	0
	 Starbuck, Shaun B.
	  	193,746	  	0	  	0	  	0	  	0	  	0	  	0
	 Stemberg Irrevocable Trust, Mac
	  	0	  	0	  	6,100	  	0	  	0	  	0	  	0
	 Stemberg UTMA, Clyde
	  	0	  	0	  	6,900	  	0	  	0	  	0	  	0
	 Stemberg UTMA, Michael
	  	0	  	0	  	8,900	  	0	  	0	  	0	  	0
	 Stemberg UTMA, William
	  	0	  	0	  	6,900	  	0	  	0	  	0	  	0
	 Stonecipher, Charles
	  	0	  	0	  	0	  	0	  	0	  	0	  	783
	 Tashian, Carl
	  	39,428	  	0	  	0	  	0	  	0	  	0	  	0









															
	 Name
	  	Common	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F
	 The Craig Douglas Sherman Trust
	  	0	  	0	  	0	  	0	  	34,482	  	0	  	0
	 The Dola Hamilton Stemberg 2006 Revocable Trust
	  	0	  	0	  	93,000	  	42,818	  	0	  	0	  	0
	 Thomas G. Stemberg Revocable Trust dated May 1, 1991
	  	0	  	0	  	60,500	  	49,264	  	56,203	  	0	  	0
	 Titcomb, Jr., John
	  	0	  	0	  	0	  	0	  	0	  	0	  	2,778
	 Unger, Tom
	  	0	  	0	  	29,684	  	0	  	0	  	0	  	0
	 United Investors International Company
	  	0	  	0	  	0	  	0	  	0	  	0	  	4,443
	 Wagner, Conrad
	  	0	  	0	  	0	  	0	  	0	  	0	  	3,924
	 Wattenberg, Elizabeth B.
	  	1,000	  	0	  	0	  	0	  	0	  	0	  	0
	 Williams, D.J.
	  	0	  	0	  	4,400	  	0	  	0	  	0	  	0
	 Witter, Jacqueline
	  	0	  	0	  	0	  	0	  	0	  	0	  	626
	 Witter, Malcolm
	  	0	  	0	  	0	  	0	  	0	  	0	  	626
	 Wolfe, Jonathan
	  	12,500	  	0	  	0	  	0	  	0	  	0	  	0
	 Woods, Colleen F.
	  	28,904	  	0	  	0	  	0	  	0	  	0	  	0
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 Total
	  	4,204,517	  	545,056	  	9,408,742	  	5,714,998	  	10,117,134	  	6,497,389	  	14,297,694
		  	 	  	 	  	 	  	 	  	 	  	 	  	 








 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO. 
 COMMON STOCK PURCHASE WARRANT

  

			
	Warrant No. 2010-1	  	Number of Shares: a maximum of 250,000
		  	Common Stock
		  	Subject to determination as set for the below


ZIPCAR, INC. 

Effective as of March 12, 2010 

Void after March 12, 2017 

1. Issuance. This Common Stock Purchase Warrant (the “Warrant”) is issued to LIGHTHOUSE
CAPITAL PARTNERS VI, L.P. by ZIPCAR, INC., a Delaware corporation (hereinafter with its successors called the “Company”). 

2. Purchase Price; Number of Shares. The registered holder of this Warrant (the “Holder”), is entitled upon
surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $4.37 (the “Purchase Price”), up to a maximum of
250,000 fully paid and nonassessable shares of the Company’s Common Stock, 50.001 par value (the “Common Stock”). Commencing on the date hereof, 125,000 (the “Exercise Quantity”) of shares of Common Stock are
immediately available for purchase hereunder. 
 (b) On the Commitment Termination Date or such earlier termination of
this Warrant in accordance with the terms hereof, the Exercise Quantity shall automatically be increased either (i) by an additional 62,500 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds $10,000,000; or
(ii) by an additional 125,000 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds $15,000,000. 
 In
addition to other terms which may be defined herein, the following terms, as used in this Warrant, shall have the following meanings; 
  

	 	(i)	“Aggregate Advances” means the aggregate original dollar amount of Advances made under the Loan Agreement, whether such Advances are outstanding or prepaid,
at the time of any scheduled adjustment to the Exercise Quantity. 

  

	 	(ii)	“Loan Agreement” means that certain Loan and Security Agreement No. 1222 dated March 12, 2010 between the Company and its domestic
subsidiaries, on one hand, and Lighthouse Capital Partners VI, L.P., Pinnacle Ventures Il-A (SUB), L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures Il-C, L.P., Pinnacle Ventures II-R (SUB), L.P., Pinnacle Ventures Debt Fund Ill-A, (SUB), L.P.
and Pinnacle Ventures Debt Fund III, L.P., on the other hand. 

  

 1. 








 Any term not defined herein shall have the meaning as set forth in the Loan Agreement. 

Until such time as this Warrant is exercised in full or expires, the. Purchase Price and the securities issuable upon exercise of this Warrant are subject
to adjustment as hereinafter provided, The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at
the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. 

3. Payment of Purchase Price. The Purchase Price:may be paid (a) in cash or by check, (b) by the surrender by the Holder
to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest
to the date of surrender, or (c) by any combination of the foregoing. 
 4. Net Issue Election. The Holder may elect
to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue
election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:

  

					
	X=	 	Y
(A-B)
		 		  	A


  

			
	where: X =	  	the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4.
		
	Y =	  	the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4.
		
	A =	  	the Fair Market Value (defined below) of one share of Common Stock as determined at the time the net issue election is made pursuant to this
Section 4.
		
	B =	  	the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.


“Fair Market Value” of a share of Common Stock as of the date that the net issue election is made (the “Determination Date”)
shall mean: 
 (i) If the net issue election is made in connection with and contingent upon the closing of the sale of
the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering
(“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. 

(ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: 

(a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed
to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date; 

(b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the
average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and 
  

 2. 








 (c) If there is no public market for the Common Stock, then fair market value shall
be determined in good faith by the Company’s Board of Directors. 
 5. Partial Exercise. This Warrant may be
exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised, 

6. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant. If, upon
exercise of this Warrant in Its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full shares of Common Stock,
issuing a full share with respect to such fractional share. 
 7. Expiration Date; Automatic Exercise. This Warrant shall
expire at the earliest to occur of (the “Expiration Date”) (i) at the close of business on March 12, 2017;’ or (ii) two (2) years after the closing of the initial Public Offering; of the Company on the
NASDAQ or other national stock exchange in the United States, and shall be void thereafter. 
 Notwithstanding the term of this
Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the
successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means;
(i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into, or by an Unaffiliated Entity (other than a merger
or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the
Company, “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such
merger, consolidation or acquisition, Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also
be similarly assumed. The Company agrees to promptly give the Holder written notice of any proposed Merger and written notice of termination of any proposed Merger. Notwithstanding anything to the contrary in this Warrant, the Holder may rescind any
exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant occurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such
proposed Merger, provided, however that such rescission right must be exercised within thirty (30) days of receipt of such written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be
exercisable on the same terms and conditions. 
 8. Reserved Shares; Valid Issuance. The Company covenants that it will
at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full.
The Company further covenants that such shares as may be issued pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

 9. Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or
otherwise, or combine the Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or
proportionately increased in the case of a combination. 
 10. Antidilution Rights. The other antidilution rights
applicable to the Common Stock of the Company are set forth in the Sixth Amended and Restated Certificate of Incorporation, as amended from time to time (the “Articles”), a true and complete copy in its current form which is
attached hereto as Exhibit A. Such rights shall not be 
  

 3. 








 
restated, amended or modified in any manner without such Holder’s prior written consent if the effect of such action would be more adverse to the Holder, and substantially dissimilar to, its
effect on the other holders of the Company’s Common Stock with respect to the Common Stock. The Company shall promptly provide the Holder hereof with any restatement, amendment or modification to the Articles promptly after the same has been
made. 
 11. Mergers and Reclassifications. If after the date hereof the Company shall enter into any Reorganization (as
hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall
thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of
the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end
that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in
relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without limitation any
reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 Hereof), or any consolidation of the Company with, or merger of the
Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or
conveyance to another corporation or other business organization of all or substantially all of the assets of the Company. 

12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to
the Holder a certificate of the Company’s chief financial officer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 

13. Notices of Record Date, Etc. In the event of: 

(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class or any other securities or property, or to receive any other
right; 
 (b) any reclassification of the capital stock of the Company, capital reorganization of the Company,
consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or 
 (c)
any voluntary or involuntary dissolution, liquidation or winding-up of the Company; 
 then in each such event the Company will provide or cause
to be provided to the Holder a written notice thereof. Such notice shall be provided at least twenty (20) days prior to the date specified in such notice on which any such action is to be taken. 

14. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on
the basis of the following representations, warranties and covenants made by the Company: 
 (a) The Company has all
necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company,
enforceable in accordance with its terms. 
  

 4. 








 (b) The shares of Common Stock issuable upon the exercise of this Warrant have been
duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, 

(c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Common Stock upon the exercise
of this Warrant In accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or
result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (Iii) require the consent or approval of or the filing of any notice or registration
with any person or entity. 
 (d) So long as this Warrant has not terminated, Holder shall be entitled to receive such
financial and other information as the Holder would be entitled to receive under Section 4.3 of the Rights Agreement (as defined below) as if Holder were a “Major Investors” as defined therein (subject to the confidentiality
obligations of Section 5 of the Rights Agreement). 
 (f) As of the date hereof, the authorized capital stock of the
Company consists of (i) 72,500,000 shares of Common Stock, of which 4,539,146 shares are issued and outstanding and 250,000 shares are reserved for issuance upon the exercise of this Warrant, (ii) 545,056 shares of Series A Preferred
Stock, all of which are issued and outstanding, (iii) 9,408,742 shares of Series B Preferred Stock, all of which are issued and outstanding; (iv) 5,714,998 shares of Series C Convertible Preferred Stock, all of which are issued and
outstanding; (v) 10,117,134 shares of Series D Convertible Preferred Stock, all of which are issued and outstanding; (vi) 6,497,389 shares of Series E Convertible Preferred Stock, all of which are issued and outstanding; and
(vii) 16,285,000 shares of Series F Convertible Preferred Stock, of which 14,297,694 are issued and outstanding. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company, At the request of
Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. 

15. Registration and Information Rights. The Company grants to the Holder all the registration rights of an “Investor”
set forth in Section 2 and the information rights set forth in Section 4.3 (subject to the confidentiality obligations of Section 5) of the Company’s Fifth Amended and Restated Registration Rights Agreement dated as of
October 31, 2007 (as amended, the “Rights Agreement”), and agrees to amend the Rights Agreement so that (i) the shares of Common Stock issuable upon exercise of this Warrant shall be “Registrable Shares,”
and (ii) the Holder shall be an “Investor” for all purposes of Section 2 of such Rights Agreement 
 16.
Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder. 

17. Representations and Covenants of the Holder. This Common Stock Purchase Warrant has been entered into by the Company in
reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms: 

(a) Investment Purpose. The right to acquire Common Stock contained herein will be acquired for investment and not with a view to
the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption. 

(b) Accredited Investor. Holder is an “accredited investor” within the meaning of the Securities and Exchange Rule 501
of Regulation D, as presently in effect. 
 (c) Private Issue. The Holder understands (i) that the Common Stock
issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the
registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17. 

 

 5. 








 (d) Financial Risk. The Holder has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. 

(e) Stockholder Rights. Unless otherwise specified herein or in another agreement between the Company and Holder, until exercise
of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. 
 18.
Notices, Transfers, Etc. 
 (a) Any notice or written communication required or permitted to be given to the Holder
may be given by certified mail or delivered to the Holder at the address most recently provided by the Holder to the Company. 

(b) Subject to compliance with Section 19 below and the applicable federal and state securities laws, this Warrant may
be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety
by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion
of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares
in respect of which this Warrant shall not have been transferred. 
 (e) In case this Warrant shall be mutilated, lost,
stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any
Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. 

19. Transfer of Shares. 

(a) “Restricted Shares” means (a) this Warrant, (b)) the shares of Common Stock issued or issuable upon exercise of
this Warrant, and (c) any other shares of capital stock of the Company issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however,
that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the 1933 Act, Section 4(1) of the 1933 Act or Rule 144 under the 1933 Act or
(y) at such time as they become eligible for sale under Rule 144 under the 1933 Act. 
 (b) Restricted Shares shall
not be sold or transferred unless either (i) they first shall have been registered under the 1933 Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company if
requested by the Company’ or its transfer agent, to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act. 

(c) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by the Holder
to an Affiliated Party (as such term is defined below) of the Holder, (ii) a transfer by the Holder which is a partnership to a partner of such partnership; provided that the transferee in each case agrees in writing to be subject to the terms
of this Section 19 to the same extent as if it were the original Holder hereunder, or (iii) a transfer made in accordance with Rule 144 under the 1933 Act. For purposes of this Agreement “Affiliated Party” shall mean, with
respect to Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with Holder, including, without limitation, any general partner, officer, manager or director of Holder and any venture
capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, Holder. 

 

 6. 








 (d) Each certificate representing Restricted Shares shall bear a legend substantially
in the following form: 
 “The shares represented by this certificate have not been registered under the Securities Act of
1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such
registration is not required.” 
 The foregoing legend shall be removed from the certificates representing any Restricted
Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the 1933 Act. 

20. No Impairment. The Company will not, without the prior written consent of the Holder by amendment of its Articles or through
any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder, 

21. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal
laws of the State of Delaware. 
 22. Successors and Assigns. This Warrant shall be binding upon the Company’s
successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns, 

23. Business Days. If the last or appointed day for the taking of any action required of the expiration of any rights granted
herein shall be a Saturday or Sunday or a legal holiday in California, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday, 

24. Value. The Company and the Holder agree that the value of this Warrant on the date of grant is $100. 

25. Lock-Up Agreement. The Holder, if requested by the Company and the managing underwriter of an underwritten public offering by
the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Common Stock or other securities of the Company held by Holder for a period of up to one hundred eighty (180) days following the effective date of a
Registration Statement (as defined in the Rights Agreement); provided, that (a) such agreement shall only apply to the Initial Public Offering (as defined in the Rights Agreement); (b) all stockholders of the Company then holding at least
one percent (1%) of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements; and (c) the Company shall use its reasonable best efforts to ensure that such
agreement shall provide (i) for the periodic early releases of portions of the securities subject thereto upon the occurrence of specified events, and (ii) that in the event of any such early release, the Holder shall be released from such
agreement on a pro rata basis. 
  

 7. 









									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	By:	 	Lighthouse Management Partners VI. L.L.C.
		 		 		 	is general partner
					
	By:	 	
 



	 		 	By:	 	
 




	Name:	 	Edward Goldfinger	 		 	Name:	 	Ryan Turner
	Title:	 	CFO	 		 	Title:	 	Managing Director

  

 8. 








 Subscription 

 

											
	To:	 	  
	 		 		  	Date:	 	  



The undersigned hereby subscribes for              shares of Common Stock
covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: 
  

	
	  

	Signature
	
	  

	Name for Registration
	
	  

	Mailing Address

  

 1. 








 Net Issue Election Notice 

 

											
	To:	 	  
	 		 		  	Date:	 	  



The undersigned hereby elects under Section 4 to surrender the right to purchase
             shares of Common Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as
otherwise indicated below: 
  

	
	  

	Signature
	
	  

	Name for Registration
	
	  

	Mailing Address

  

 1. 








 Assignment 

For value received
                                         
                                         
           hereby sells, assigns and transfers unto
                                         
                                         
                                         
                                         
                                         
                    [Please print or typewrite name and address of Assignee] the within Warrant, and does hereby irrevocably constitute and appoint
                                         
    its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises. 
  

			
	Dated:	 	 
	
	In the Presence of:
	
	  



 

 1. 








 EXHIBIT A 

Sixth Amended and Restated Certificate of Incorporation 

See Exhibit 3.1 to Zipcar Inc.’s Registration Statement on Form S-1 







 EXHIBIT B 

Capitalization Table 
  

 1. 









														
	 	  	Shares	  	%	 	 	Proceeds	  	Price
per Share	  	Date
						
	 Series A Preferred
	  	1,390,438	  	2.24	% 	 	$	2,641,832	  	$	1.90	  	11/16/2000
	 Series B Preferred
	  	9,408,742	  	15.14	% 	 	$	4,704,371	  	$	0.50	  	12/20/2002
	 Series C Preferred
	  	5,714,998	  	9.19	% 	 	$	4,000,499	  	$	0.70	  	10/30/2003
	 Series D Preferred
	  	10,117,134	  	16.28	% 	 	$	11,735,875	  	$	1.16	  	7/8/2005
	 Series E Preferred
	  	6,497,389	  	10.45	% 	 	$	25,000,004	  	$	3.85	  	10/26/2006
	 Series F Preferred
	  	14,297,694	  	23.00	% 	 	$	45,000,000	  	$	3.15	  	11/1/2007
		  	 	  	 	 	 	 	 	  			  	
	 Subtotal Preferred
	  	47,426,395	  	76.30	% 	 	$	93,082,581	  			  	
						
	 Common
	  	4,556,696	  	7.33	% 	 			  			  	
						
	 Preferred Warrants
	  	145,150	  	0.23	% 	 			  			  	
	 Common Warrants
	  	944,022	  	1.52	% 	 			  			  	
						
	 Options Available
	  	249,260	  	0.40	% 	 			  			  	
	 Options Outstanding
	  	8,836,338	  	14.22	% 	 			  			  	
		  	 	  	 	 	 			  			  	
						
	 Total Fully Diluted
	  	62,157,861	  	100.00	% 	 			  			  	
		  	 	  	 	 	 			  			  	

  

																						
											
	 	  	Series A	  	Series B	  	Series C	  	Series D	  	Series E	  	Series F	  	Common	  	Wts.	  	Total	  	%	 
	 Revolution
	  	0	  	0	  	0	  	0	  	0	  	13,829,351	  	0	  	0	  	13,829,351	  	22.25	% 
	 Benchmark
	  	131,579	  	585,666	  	0	  	6,904,034	  	1,018,797	  	0	  	0	  	0	  	8,640,076	  	13.90	% 
	 Greylock
	  	0	  	0	  	0	  	0	  	4,288,277	  	0	  	0	  	0	  	4,288,277	  	6.90	% 
	 Evercel
	  	0	  	0	  	2,857,142	  	0	  	0	  	0	  	0	  	0	  	2,857,142	  	4.60	% 
	 GlobeSpan
	  	0	  	0	  	0	  	0	  	368,490	  	0	  	0	  	0	  	368,490	  	0.59	% 
		  		  		  		  		  		  		  		  		  	 	  	 	 
	 Subtotal
	  		  		  		  		  		  		  		  		  	29,983,336	  	48.24	% 
											
	 Major Angels
	  		  		  		  		  		  		  		  		  		  		
	 Peter Aldrich
	  	0	  	1,000,000	  	360,000	  	0	  	192,322	  	0	  	21,425	  	17,524	  	1,591,271	  	2.56	% 
	 Jean Hammond
	  	0	  	1,161,456	  	0	  	43,953	  	0	  	0	  	32,790	  	0	  	1,238,199	  	1.99	% 
	 Andrew Ross
	  	0	  	0	  	571,428	  	109,956	  	259,895	  	0	  	87,837	  	174,751	  	1,203,867	  	1.94	% 
	 Eric Rosenberg
	  	52,632	  	60,000	  	55,736	  	926,409	  	0	  	0	  	0	  	10,530	  	1,105,307	  	1.78	% 
	 R.P. Russell
	  	26,632	  	568,328	  	158,733	  	43,974	  	0	  	0	  	275,425	  	8,794	  	1,081,886	  	1.74	% 
	 RA Capital
	  	0	  	662,834	  	57,165	  	87,595	  	77,968	  	0	  	21,425	  	17,519	  	924,506	  	1.49	% 









																						
	 Jill Preotle
	  	0	  	560,000	  	107,142	  	43,967	  	129,947	  	    0	  	28,793	  	0	  	869,849	  	1.40	% 
	 Jonathan Seelig
	  	52,632	  	50,774	  	71,430	  	43,974	  	12,994	  	0	  	0	  	8,794	  	240,598	  	0.39	% 
		  		  		  		  		  		  		  		  		  	 	  	 	 
	 Subtotal
	  		  		  		  		  		  		  		  		  	8,255,483	  	13.28	% 
											
	 Major Common
	  		  		  		  		  		  		  		  		  		  		
	 Scott Griffith
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,400,000	  	0	  	1,400,000	  	2.25	% 
	 Robin Chase
	  	0	  	0	  	0	  	0	  	0	  	0	  	1,116,702	  	0	  	1,116,702	  	1.80	% 
	 Antje Danielson
	  	0	  	0	  	0	  	0	  	0	  	0	  	404,762	  	0	  	404,762	  	0.65	% 
		  		  		  		  		  		  		  		  		  	 	  	 	 
	 Subtotal
	  		  		  		  		  		  		  		  		  	2,921,464	  	4.70	% 
											
	 Major Warrants
	  		  		  		  		  		  		  		  		  		  		
	 Lighthouse
	  		  		  		  		  		  		  		  	240,000	  	240,000	  	0.39	% 
	 Pinnacle
	  		  		  		  		  		  		  		  	213,334	  	213,334	  	0.34	% 
		  		  		  		  		  		  		  		  		  	 	  	 	 
	 Subtotal
	  		  		  		  		  		  		  		  		  	453,334	  	0.73	% 








 Zipcar, Inc. 

Stock Ledger 
 3/5/2010

  

																
	 Certificate Number
	  	Issuance Price Paid per Share Category of Issuance	  	 
	 Sharehold Alias
	  	 	  	 	  	Number of Shares	  	Date	  	 	  	 	  	 Status

								
	 Preferred Stock
	  		  		  		  		  			  		  	
	 Evercel, Inc.
	  	PS	  	C - 29	  	2,857,142	  	10/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Evercel, Inc.
	  	PS	  	C - 1	  	0	  	10/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	Lost certificate; need to be re-issue - Reissued as Certificate
	 Benchmark Capital Partner
	  	PS	  	D - 1	  	6,034,483	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Greylock XII Limited Partner
	  	PS	  	E - 1	  	3,666,477	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Revolution Living LLC
	  	PS	  	F - 1	  	13,829,351	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Juan Enriquez
	  	PS	  	A - 2	  	13,158	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 William Adams
	  	PS	  	B - 2	  	158,374	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 William Adams
	  	PS	  	C - 2	  	35,714	  	11/26/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Greylock XIl-A Limited Part
	  	PS	  	E - 2	  	407,386	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 American Honda Motor Co.
	  	PS	  	F - 2	  	67,968	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Carlos Autrey
	  	PS	  	B - 3	  	234,266	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Timothy Barry Casey
	  	PS	  	D - 3	  	263,254	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Greylock XII Principals LLC
	  	PS	  	E - 3	  	214,414	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Charles C Andonian
	  	PS	  	F - 3	  	1,162	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Gravestar Investments, LLC
	  	PS	  	A - 4	  	52,632	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 BCLF Ventures LLC
	  	PS	  	B - 4	  	585,666	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter L Kennard
	  	PS	  	C - 4	  	50,000	  	11/26/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Connie Duckworth
	  	PS	  	D - 4	  	43,960	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Benchmark Capital Partner
	  	PS	  	E - 4	  	878,454	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Arthur D Ayrault, IV
	  	PS	  	F - 4	  	287	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Lee Brettman
	  	PS	  	B - 5	  	265,134	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 RA Capital Associates
	  	PS	  	C - 5	  	0	  	11/26/2003	  	$	0.00	  	Preferred Stock Issuance	  	Partial transfer to cert 30 & 31 - Reissued as Certificate
	 Richard Feldman
	  	PS	  	D - 5	  	43,847	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter C. Aldrich Trust dtd 8
	  	PS	  	E - 5	  	192,322	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Carlos Azocar
	  	PS	  	F - 5	  	1,621	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean-Jacques Degroof
	  	PS	  	B - 6	  	117,334	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan F.P. Rose
	  	PS	  	C - 6	  	28,571	  	11/26/2003	  	$	0.00	  	Preferred Stock issuance	  	
	 James Gerson
	  	PS	  	D - 6	  	87,850	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Juan Balbontin
	  	PS	  	F - 6	  	810	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Joel Lamstein
	  	PS	  	A - 7	  	13,158	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 David Ellis
	  	PS	  	B - 7	  	82,900	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Rosenfeld
	  	PS	  	C - 7	  	55,736	  	11/26/2003	  	$	0.00	  	Preferred Stock Issuance	  	









																
	 Simon Gerson
	  	PS	  	D - 7	  	43,599	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jill Preotle
	  	PS	  	E - 7	  	129,947	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Ros Bond and Gillian Mars
	  	PS	  	F - 7	  	1,744	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Juan Enriquez
	  	PS	  	B - 8	  	64,000	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean Hammond
	  	PS	  	D - 8	  	43,953	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 RA Capital Associates
	  	PS	  	E - 8	  	77,968	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Bristol Bay Native Corporat
	  	PS	  	F - 8	  	131,408	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Seed Partners LLC
	  	PS	  	A - 9	  	26,316	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 Gravestar Investments, LLC
	  	PS	  	B - 9	  	259,334	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Christopher P Kaneb
	  	PS	  	D - 9	  	219,874	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Timothy Barry Casey
	  	PS	  	E - 9	  	38,984	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 David Brook
	  	PS	  	F - 9	  	4,962	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan Seelig
	  	PS	  	C -10	  	71,430	  	12/20/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter L Kennard
	  	PS	  	D -10	  	35,168	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 William Adams
	  	PS	  	E -10	  	28,588	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Campbell Living Trust, date
	  	PS	  	F -10	  	7,266	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Rosenfeld
	  	PS	  	A - 11	  	52,632	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jamie McCourt
	  	PS	  	B - 11	  	50,774	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert S Lowenthal
	  	PS	  	D - 11	  	43,967	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert S Lowenthal
	  	PS	  	E - 11	  	25,989	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Career Specialists
	  	PS	  	F - 11	  	1,428	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jamie McCourt
	  	PS	  	A - 12	  	52,632	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 Mason Myers
	  	PS	  	B - 12	  	166,750	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 James Gerson
	  	PS	  	C - 12	  	285,714	  	12/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Patrick McGeehin
	  	PS	  	D - 12	  	43,904	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean-Jacques Degroof
	  	PS	  	E - 12	  	15,593	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Tracy J Carroll
	  	PS	  	F - 12	  	6,974	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Carlos Autrey
	  	PS	  	A - 13	  	52,632	  	8/1/2009	  	$	0.00	  	Preferred Stock Issuance	  	
	 Gerson Family Foundation,
	  	PS	  	C - 13	  	142,857	  	12/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Andrew McKee Revocable
	  	PS	  	D - 13	  	87,751	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Glenn N Chinn
	  	PS	  	F - 13	  	5,668	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean-Jacques Degroof
	  	PS	  	A - 14	  	52,632	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter Nessen
	  	PS	  	B - 14	  	117,234	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Perrin Investments LLC
	  	PS	  	D - 14	  	43,649	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Juan Enriquez
	  	PS	  	E - 14	  	10,395	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Henry Weinstock
	  	PS	  	F - 14	  	581	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan Seelig
	  	PS	  	A - 15	  	52,632	  	11/16/2000	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter C. Aldrich Trust dtd 8
	  	PS	  	B - 15	  	862,834	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jill Preotle
	  	PS	  	D - 15	  	43,967	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter L Kennard
	  	PS	  	E - 15	  	7,796	  	10/26/2006	  	$	0.00	  	Preferred Stock Issuance	  	









																
	 Henry Weinstock
	  	PS	  	F - 15	  	290	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 R. Patterson Russell
	  	PS	  	A -16	  	26,632	  	12/16/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Donald M Perrin
	  	PS	  	B -16	  	162,666	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jill Preotle
	  	PS	  	C - 16	  	107,142	  	12/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 RA Capital Associates
	  	PS	  	D -16	  	87,595	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Karen J Hedlund
	  	PS	  	F - 16	  	519	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 R. Patterson Russell
	  	PS	  	C - 17	  	158,733	  	12/30/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert Reuben
	  	PS	  	D -17	  	78,981	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Andrew Ross
	  	PS	  	E - 17	  	259,895	  	11/10/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Michael Crill and Catherine
	  	PS	  	F - 17	  	1,436	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Pollak
	  	PS	  	A -18	  	18,421	  	7/25/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 RA Capital Associates
	  	PS	  	B - 18	  	662,834	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Andrew Ross
	  	PS	  	C - 18	  	571,428	  	12/20/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan F.P. Rose
	  	PS	  	D -18	  	43,960	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Globespan Capital Partners
	  	PS	  	E - 18	  	368,490	  	11/16/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Ron and Majorie Danz
	  	PS	  	F - 18	  	665	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 BCLF Ventures I, LLC
	  	PS	  	A -19	  	131,579	  	12/7/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan F.P. Rose
	  	PS	  	B - 19	  	325,134	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard E. Teller Revocable
	  	PS	  	C - 19	  	178,500	  	5/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Rosenfeld
	  	PS	  	D -19	  	52,650	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Maxwell Beck Seelig
	  	PS	  	E - 19	  	6,116	  	12/13/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Diamond Parking
	  	PS	  	F - 19	  	523	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Rosenfeld
	  	PS	  	B - 20	  	60,000	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 Kathleen A. Rogers Revoc
	  	PS	  	C - 20	  	178,500	  	6/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Rosenfeld
	  	PS	  	D -20	  	873,759	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jacob Seelig
	  	PS	  	E - 20	  	6,116	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Donald and Beverly Jeffers
	  	PS	  	F - 20	  	987	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Carol and Fred Konz 2006
	  	PS	  	C - 21	  	40,000	  	8/23/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 R. Patterson Russell
	  	PS	  	D -21	  	43,974	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan Seelig
	  	PS	  	E - 21	  	762	  	12/13/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Ruth Fleischmann
	  	PS	  	F - 21	  	1,162	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter C. Aldrich Trust dtd 8
	  	PS	  	C - 22	  	360,000	  	8/23/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan Seelig
	  	PS	  	D - 22	  	43,974	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 BCLF Ventures II, LLC
	  	PS	  	E - 22	  	140,343	  	12/7/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Miguel Garcia-Huidobro
	  	PS	  	F - 22	  	810	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Aviva Sapers
	  	PS	  	B - 23	  	114,034	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	
	 The Dola Hamilton Stembe
	  	PS	  	C - 23	  	42,818	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Charles W. Riske, Jr and C
	  	PS	  	E - 23	  	10,677	  	12/5/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Gretchen Garth
	  	PS	  	F - 23	  	791	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jonathan Seelig
	  	PS	  	B - 24	  	50,774	  	12/20/2002	  	$	0.00	  	Preferred Stock Issuance	  	









																
	 Thomas G. Stemberg Revo
	  	PS	  	C - 24	  	49,264	  	12/31/2006	  	$	0.00	  	Preferred Stock lssuance	  	
	 Mason Myers
	  	PS	  	E - 24	  	10,677	  	12/5/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Thomas C Graham
	  	PS	  	F - 24	  	470	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Frederick E Gerson
	  	PS	  	C - 25	  	71,428	  	12/17/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 William Adams
	  	PS	  	D -25	  	32,327	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Montgomery R Hester
	  	PS	  	F - 25	  	493	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter C. Aldrich Trust dtd 8
	  	PS	  	B - 26	  	120,000	  	1/31/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Simon Gerson
	  	PS	  	C - 26	  	71,428	  	12/17/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Lee lacocca
	  	PS	  	F - 26	  	15,678	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 The Craig Douglas Sherma
	  	PS	  	D -27	  	34,482	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Livia Jackson
	  	PS	  	F - 27	  	2,507	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Christopher P Kaneb
	  	PS	  	B - 28	  	200,000	  	1/31/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean-Jacques Degroof
	  	PS	  	C - 28	  	71,428	  	6/11/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard Feldman
	  	PS	  	D -28	  	19,242	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Donald and Beverly Jeffers
	  	PS	  	F - 28	  	1,253	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 James Gerson
	  	PS	  	D -29	  	50,000	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Timothy B Jenkins
	  	PS	  	F - 29	  	799	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 LaSalle Investment Fund
	  	PS	  	B - 30	  	100,000	  	1/31/2003	  	$	0.00	  	Preferred Stock issuance	  	
	 Richard H. Aldrich 2009 GF
	  	PS	  	C - 30	  	230,000	  	12/28/2009	  	$	0.00	  	Transfer to Trust	  	
	 K3 LLC
	  	PS	  	F - 30	  	162	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 RA Capital Associates
	  	PS	  	C - 31	  	57,165	  	11/26/2003	  	$	0.00	  	Transfer to Trust	  	
	 Kanter Trust dated May 18,
	  	PS	  	F - 31	  	228	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Connie Duckworth
	  	PS	  	B - 32	  	100,000	  	2/10/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Chris Hill
	  	PS	  	D -32	  	38,484	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Michael Klein
	  	PS	  	F - 32	  	15,678	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Kathy Elliott
	  	PS	  	B - 33	  	100,000	  	2/10/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter L Kennard
	  	PS	  	D -33	  	17,692	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 David Leonhardt
	  	PS	  	F - 33	  	183	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jill Preotle
	  	PS	  	B - 34	  	500,000	  	2/10/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert S Lowenthal
	  	PS	  	D - 34	  	19,242	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Philip Livingston
	  	PS	  	F - 34	  	37,868	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter C. Aldrich Trust dtd 8
	  	PS	  	B - 35	  	17,166	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Patrick McGeehin
	  	PS	  	D - 35	  	19,242	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert J and Pamela M. M
	  	PS	  	F - 35	  	1,557	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard Feldman
	  	PS	  	B - 36	  	100,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert Reuben
	  	PS	  	D - 36	  	19,242	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 James Gerson
	  	PS	  	B - 37	  	200,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Andrew Ross
	  	PS	  	D - 37	  	109,956	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jose Moreno
	  	PS	  	F - 37	  	1,065	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Chris Hill
	  	PS	  	B - 38	  	200,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	









																
	 Mark Nassutti
	  	PS	  	F - 38	  	422	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Peter L Kennard
	  	PS	  	B - 39	  	50,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Donald P Nielsen
	  	PS	  	F - 39	  	6,013	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Patrick McGeehin
	  	PS	  	B - 40	  	100,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Thomas G. Stemberg Revo
	  	PS	  	D - 40	  	56,203	  	8/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Nossaman, Guthner, Knox
	  	PS	  	F - 40	  	519	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Andrew McKee Revocable
	  	PS	  	B - 41	  	200,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Benchmark Capital Partner
	  	PS	  	D - 41	  	692,265	  	8/10/2005	  	$	0.00	  	Preferred Stock issuance	  	
	 John and Andrea Ogden
	  	PS	  	F - 41	  	581	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Elana Nemerson
	  	PS	  	B - 42	  	50,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Carol F Padelford
	  	PS	  	F - 42	  	581	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert Reuben
	  	PS	  	B - 43	  	100,000	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard E. Teller Revocable
	  	PS	  	D - 43	  	43,925	  	10/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Parsons Transportation Gr
	  	PS	  	F - 43	  	22,940	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Kathleen A. Rogers Revoca
	  	PS	  	D - 44	  	43,925	  	10/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 William F Peare
	  	PS	  	F - 44	  	1,764	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard E. Teller Revocable
	  	PS	  	D - 45	  	43,103	  	10/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Neil Peterson
	  	PS	  	F - 45	  	24,493	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert S Lowenthal
	  	PS	  	B - 46	  	0	  	2/28/2003	  	$	0.00	  	Preferred Stock Issuance	  	Cancel 100,000 shares and reissued 50,000 to the same
	 Kathleen A. Rogers Revoca
	  	PS	  	D - 46	  	43,103	  	10/10/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 W. Thomas and Dixie Jo P
	  	PS	  	F - 46	  	31,800	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Timothy J Preotle
	  	PS	  	B - 47	  	40,000	  	3/3/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Aldrich Descendants 2002
	  	PS	  	D - 47	  	100,000	  	8/23/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Prentice Family Partnership
	  	PS	  	F - 47	  	6,268	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jill Preotle
	  	PS	  	B - 48	  	60,000	  	3/3/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 Frederick E Gerson
	  	PS	  	D - 48	  	25,000	  	12/17/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Preston Gates & Ellis Inves
	  	PS	  	F - 48	  	5,767	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Simon Gerson
	  	PS	  	D - 49	  	25,000	  	12/17/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stephen P Sander
	  	PS	  	F - 49	  	11,804	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jean Hammond
	  	PS	  	B - 50	  	1,161,456	  	2/27/2003	  	$	0.00	  	Preferred Stock Issuance	  	
	 BCLF Ventures lI, LLC
	  	PS	  	D - 50	  	177,286	  	12/7/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Fred Schapelhouman
	  	PS	  	F - 50	  	145	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Richard E. Teller Revocable
	  	PS	  	B - 51	  	250,000	  	6/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Harvey Sorkin Revocable T
	  	PS	  	D - 51	  	203,296	  	9/17/2008	  	$	0.00	  	Preferred Stock Issuance	  	
	 Drew Schembre
	  	PS	  	F - 51	  	375	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Kathleen A. Rogers Revoca
	  	PS	  	B - 52	  	250,000	  	6/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 William Scott
	  	PS	  	F - 52	  	22,051	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Orin Smith
	  	PS	  	F - 53	  	2,076	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Charles Stonecipher
	  	PS	  	F - 54	  	783	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Tom Unger
	  	PS	  	B - 55	  	29,684	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	









																
	 John Titcomb, Jr.
	  	PS	  	F - 55	  	2,778	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 United Investors Internatio
	  	PS	  	F - 56	  	4,443	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Russell R Patterson
	  	PS	  	B - 57	  	568,328	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Conrad Wagner
	  	PS	  	F - 57	  	3,924	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Jacqueline Witter
	  	PS	  	F - 58	  	626	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Eric Pollak
	  	PS	  	B - 59	  	147,066	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Malcolm Witter
	  	PS	  	F - 59	  	626	  	11/1/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Ann C Miller
	  	PS	  	F - 60	  	581	  	10/1/2008	  	$	0.00	  	Preferred Stock Issuance	  	
	 Bryce Nesbitt
	  	PS	  	B - 61	  	25,000	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 The Dola Hamilton Stembe
	  	PS	  	B - 63	  	93,000	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg Irrevocable Trust
	  	PS	  	B - 64	  	1,700	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, William
	  	PS	  	B - 65	  	3,000	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, Clyde
	  	PS	  	B - 66	  	3,000	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Hamilton Revocable Trust,
	  	PS	  	B - 67	  	4,500	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, Michael
	  	PS	  	B - 68	  	4,500	  	12/31/2006	  	$	0.00	  	Preferred Stock Issuance	  	
	 Hamilton UTMA, Harrison
	  	PS	  	B - 70	  	4,400	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, Clyde
	  	PS	  	B - 71	  	3,900	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, William
	  	PS	  	B - 72	  	3,900	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg UTMA, Michael
	  	PS	  	B - 73	  	4,400	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 D.J. Williams
	  	PS	  	B - 74	  	4,400	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Stemberg Irrevocable Trust
	  	PS	  	B - 75	  	4,400	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Hamilton Revocable Trust,
	  	PS	  	B - 76	  	4,400	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Thomas G. Stemberg Revo
	  	PS	  	B - 77	  	60,500	  	12/6/2007	  	$	0.00	  	Preferred Stock Issuance	  	
	 Harvey Sorkin Revocable T
	  	PS	  	B - 78	  	100,000	  	9/17/2008	  	$	0.00	  	Preferred Stock Issuance	  	
	 Alexa Grace Lowenthal
	  	PS	  	B - 79	  	25,000	  	1/5/2010	  	$	0.00	  	Preferred Stock Issuance	  	
	 Zoe Sarah Lowenthal
	  	PS	  	B - 80	  	25,000	  	1/5/2010	  	$	0.00	  	Preferred Stock Issuance	  	
	 Robert S Lowenthal
	  	PS	  	B - 81	  	50,000	  	1/5/2010	  	$	0.00	  	Reduction due to Gift/Transfer	  	
		  		  		  	46,581,013	  		  			  		  	
		  	Check	  	0