Warrants to purchase Common Stock



 Exhibit 10.23 

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT. 

ZIPCAR, INC. 

WARRANT TO PURCHASE COMMON STOCK 

For value received and subject to the provisions set forth in this warrant (this “Warrant”), PINNACLE VENTURES
II EQUITY HOLDINGS, L.L.C. and its assigns are entitled to purchase from ZIPCAR, INC., a Delaware corporation (the “Company”): 
  

							
		 	Shares of Common Stock:	 	The number of Shares for which this Warrant is exercisable shall equal the Warrant Coverage divided by the Exercise Price	 	
				
		 	Exercise Price:	 	$2.25	 	
				
		 	Term of Warrant:	 	10 years from the Warrant Date	 	
				
		 	Warrant Date:	 	June 15, 2009	 	

 The number of Shares for which this Warrant is exercisable and the Exercise Price may be adjusted as specified in
Section 5. 
 1. Definitions. As used herein, capitalized terms not otherwise defined herein shall
have the meanings set forth in the introductory paragraph of this Warrant or the following meanings: 
 (a) “Common
Stock” means the common stock, $0.001 par value per share, of the Company. 
 (b) “Exercise
Price” means the exercise price per share of Common Stock specified in the introductory paragraph of this Warrant. 

(c) “Holder” means the initial holder of this Warrant set forth in the first paragraph of this Warrant and any
other person or entity which becomes a holder of this Warrant pursuant to the terms of this Warrant. 
 (d) “Loan
Agreement” means that certain Loan and Security Agreement, dated even with the Warrant Date, by and among the Company, Pinnacle Ventures, L.L.C., and the other parties identified therein, as amended from time to time. 

(e) “Shares” means the shares of Common Stock of Company issuable upon exercise of this Warrant. 







 (f) “Warrant Coverage” initially means $200,000; provided
however, that upon any Advance under the Loan Agreement, Warrant Coverage means the sum of: (i) $200,000 plus (ii) 2% of the principal amount of amount of all Advances made under the Loan Agreement, up to an aggregate of $400,000.
Notwithstanding the foregoing, in the event the Company (i) requests an Advance and (ii) has satisfied all of the conditions set forth in Section 3.01(b) and 3.01(c) of the Loan Agreement, and such Advance is not made to the Company
by one or more of the Lenders as provided in the Loan Agreement, then “Warrant Coverage” shall thereafter mean 4% of the principal amount of all Advances made to the Company under the Loan Agreement. In the event that Holder exercises its
rights under this Warrant on or before March 31, 2010, Holder agrees to take such action with respect to the adjustment of the number of Shares issued or issuable pursuant to this Warrant to effectuate the foregoing sentence. 

(g) “Warrant Date” means the date of this Warrant specified in the introductory paragraph of this
Warrant. 
 2. Term. The right to purchase Common Stock upon exercise hereof is exercisable at any time and from
time to time from the Warrant Date until the earlier to occur of the following: (a) the tenth anniversary of the Warrant Date, or (b) the closing of the Company's initial Public Offering (as defined below). 

3. Payment and Exercise. 

(a) Methods of Exercise. The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and
from time to time, at the election of the Holder, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company and
by the payment to the Company, by check, or by wire transfer to an account designated by the Company of an amount equal to the then applicable Exercise Price multiplied by the number of Shares then being purchased (the :“Aggregate
Purchase Price”); (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit B duly completed and
executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company from the proceeds of the sale of shares to be sold by the Holder in such public offering of the
Aggregate Purchase Price; or (c) exercise of the “net issuance” right provided for in Section 3(b) hereof. The person or persons in whose name(s) any certificate(s) representing Shares of Common Stock shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately
prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Holder as soon as
possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder as soon as possible and in any event within such thirty-day period; provided, however, that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, if requested by the Holder, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the Holder exercising this
Warrant) within the time period required to settle any trade made by the Holder after exercise of this Warrant. 
 (b) Right
to Convert Warrant into Stock: Net Issuance. 
 (i) Net Issuance Right. In addition to and without limiting the
rights of the Holder under the terms of this Warrant, the Holder shall have the right to convert this Warrant or any portion thereof (the “Net Issuance Right”) into shares of Common Stock as provided in this
Section 3(b) at any time or from time to time during the term of this Warrant. Upon exercise of the Net Issuance Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant
Shares”), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration)that number of shares of fully paid and nonassessable Common Stock as is determined
according to the following formula: 
  

					
		 	X=	 	A - B
		 		 	    Y

  

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		 	Where:	 	X =	  	the number of shares of Common Stock that shall be issued to Holder
				
		 		 	Y =	  	the fair market value of one share of Common Stock
				
		 		 	A =	  	the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market
value of one Converted Warrant Share)
				
		 		 	B =	  	the aggregate Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Net Issuance Right (i.e., the number of Converted
Warrant Shares multiplied by the Exercise Price)

 No fractional shares shall be issuable upon exercise of the Net Issuance
Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share
on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Net Issuance Right shall be treated as if they were issued upon the exercise of this Warrant. 

(ii) Exercise of Net Issuance Right. The Net Issuance Right may be exercised by the Holder by the surrender of this Warrant at
the principal office of the Company together with a written statement (which may be in the form of Exhibit A or Exhibit B hereto) specifying that the Holder thereby intends to exercise the Net Issuance Right and indicating the number of shares
subject to this Warrant which are being surrendered (referred to in Section 3(b)(i) hereof as the Converted Warrant Shares) in exercise of the Net Issuance Right. Such conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid written statement, or on such later date as is specified therein (the “Conversion Date”), and, at the election of the Holder, may be made contingent upon the closing of the sale of the
Company’s Common Stock to the public in a public offering (a “Public Offering”) pursuant to a Registration Statement under the Securities Act of 1933, amended (the “Act”). Certificates for the
shares issuable upon exercise of the Net Issuance Right and, if applicable, a new warrant evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Conversion Date and shall be delivered to the Holder within
thirty (30) days following the Conversion Date. 
 (iii) Determination of Fair Market Value. For purposes of this
Section 3(b), “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean: 

(1) If the Net issuance Right is exercised in connection with and contingent upon 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 the public” specified in the final
prospectus with respect to such offering. 
 (2) If the Net Issuance Right is not exercised in connection with and contingent
upon a Public Offering, then as follows: 
 (A) If traded on a securities exchange, then the fair market value
shall be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date; 
  

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 (B) If traded on the Nasdaq Global Market or other over-the-counter system,
then the fair market value shall be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date; and 

(C) If there is no public market, then fair market value shall be determined in good faith by the Company’s Board of
Directors. 
 In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days have not
passed since the Company’s initial Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the
initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid
prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the
applicable trading day. 
 (c) Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to
all of the Shares subject hereto, and if the fair market value of one share of the Common Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 3(b) (even if not
surrendered) immediately before its expiration, including but not limited to expiration pursuant to Section 2. For purposes of such automatic exercise, the fair market value of one share of the Common Stock upon such expiration shall be
determined pursuant to Section 3(b)(iii). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 3(c), the Company agrees to promptly notify the Holder of the number of Shares, if any,
the Holder is to receive by reason of such automatic exercise. 
 4. Stock Fully Paid; Reservation of Shares. All Shares
that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes, liens and charges with
respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights
evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. 

5. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 

(a) Reclassification or Merger. In case of any reclassification or change of securities of the class issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another entity (other than a
merger with another entity in which the Company is the acquiring and the surviving entity and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder), or the
Company shall make appropriate provision without the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification,
change, merger or sale by a holder of the number of shares of Common Stock then purchasable under this Warrant. The provisions of this Section 5(a) shall similarly apply to successive reclassifications, changes, mergers and sales. 

 

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 (b) Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable hereunder shall be proportionately increased in the
case of a subdivision and the Exercise Price shall be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination. 

(c) Stock Dividends and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall
(i) pay a dividend payable in Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution; or (ii) make any other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 5(a) and 5(b)), then, in each such case, provision shall be made by the Company such that the Holder shall receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as
though it were the holder of the Common Stock as of the record date fixed for the determination of the shareholders of the Company entitled to receive such dividend or distribution. 

(d) Adjustment of Number of Shares. Upon each adjustment in the Exercise Price, the number of Shares of Common Stock purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise
Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter. 

6. Notice of Adjustments. Whenever the Exercise Price or the number of Shares purchasable hereunder shall be adjusted pursuant to
Section 5 hereof, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the Exercise Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder. 

7. Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu
of such fractional shares the Company shall make a cash payment therefor based on the fair market value of the Common Stock on the date of exercise as reasonably determined in good faith by the Company’s Board of Directors. 

8. Compliance with Act; Disposition of Warrant or Shares of Common Stock. 

(a) Compliance with Act. The Holder, by acceptance hereof, agrees that this Warrant, and the shares of Common Stock to be issued
upon exercise hereof and any Common Stock issued upon conversion thereof are being acquired for investment and that the Holder will not offer, sell or otherwise dispose of this Warrant, or any shares of Common Stock to be issued upon exercise hereof
or any Common Stock issued upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered
under the Act and any applicable state securities laws or an exemption from such registration is available, the Holder shall confirm in writing that the shares of Common Stock so purchased (and any shares of Common Stock issued upon conversion
thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all shares of
Common Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: 

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT
OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.” 

 

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 Said legend shall be removed by the Company, upon the request of the Holder, at such time as the
restrictions on the transfer of the applicable security shall have terminated. 
 (b) Disposition of Warrant or Shares.
With respect to any offer, sale or other disposition of this Warrant or any shares of Common Stock acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or shares, the Holder agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written opinion of counsel, if requested by the Company, or other evidence, if reasonably satisfactory to the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such shares of Common Stock and indicating whether or not under the Act
certificates for this Warrant or such shares of Common Stock to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written
notice and reasonably satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose
of this Warrant or such shares of Common Stock, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 8(b) that the opinion of counsel or other evidence is not
reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant or such shares of Common Stock may, as to such federal
laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that
the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant or the shares of Common Stock thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions
on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to
its transfer agent in connection with such restrictions. 
 (c) Applicability of Restrictions. Neither any restrictions
of any legend described in this Warrant nor the requirements of Section 8(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Common Stock or Common Stock obtainable upon exercise thereof) or any
part hereof (i) to a partner of the Holder if the Holder is a partnership or to a member of or other holder of an interest in the Holder if the Holder is a limited liability company, (ii) to a partnership of which the Holder is a partner
or to a limited liability company of which the Holder is a member or other holder of an interest, or (iii) to any affiliate of the Holder if the Holder is a corporation; provided, however, in any such transfer, the Holder shall
provide written notice thereof to the Company immediately following any such transfer and the transferee shall, at the Company’s request, agree in writing to be bound by the terms of this Warrant as if an original holder hereof. 

(d) Representations and Covenants of the Holder. This Warrant has been issued by the Company in reliance upon the following
representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms: 
 (i) The Holder is
aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The Holder is acquiring the Warrant for its own
account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Act. 
  


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 (ii) The Holder understands that the Warrant has not been registered under the Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. 

(iii) The Holder further understands that the Warrant must be held indefinitely unless subsequently registered under the Act and
qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Holder is aware of the provisions of Rule 144, promulgated under the Act. 

(iv) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

 9. Rights as Shareholders. No Holder, as a holder of this Warrant, shall be entitled to vote or receive dividends or
be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant shall have
been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 
 10.
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 issuable upon exercise of this Warrant shall be “Registrable Shares” (as defined in the Rights Agreement) and (ii) the Holder shall be an “Investor” for all purposes of Section 2 of the Rights
Agreement. 
 11. Notice Rights. 

(a) Acquisition Transactions. The Company shall provide the Holder with at least twenty (20) days’ written notice prior
to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s
property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions,
in which more than 50% of the voting power of the Company is disposed of. 
 (b) Dividends and Repurchases. The Company
shall provide the Holder with at least twenty (20) days notice prior to the record date of any cash dividend with respect to or offer to repurchase all or substantially all of the outstanding Common Stock. 

(c) Liquidation. The Company shall provide the Holder with at least twenty (20) days notice prior to any voluntary or
involuntary dissolutions, liquidation or winding-up of the Company. 
 12. Representations and Warranties. The Company
represents and warrants to the Holder as follows: 
 (a) This Warrant has been duly authorized and executed by the Company and
is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies. 
  

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 (b) The Shares 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 and free from preemptive rights. 

(c) The rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock and the holders thereof are as set
forth in the Company’s Certificate of Incorporation, as amended through the Warrant Date, a true and complete copy of which is attached hereto as Exhibit C (the “Charter”). 

(d) The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with
the terms hereof will not be, inconsistent with the Company’s Charter or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or
contravene any provision of, or constitute a material default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings
will be effected by the time required thereby. 
 (e) There are no actions, suits, audits, investigations or proceedings pending
or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, could have a material adverse effect on the ability of the Company to perform
its obligations under this Warrant. 
 (f) As of the Warrant Date, the authorized capital stock of the Company consists of
(i) 72,500,000 shares of Common Stock, of which 4,253,575 shares are issued and outstanding, (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 D is a capitalization table summarizing the capitalization of the Company as of the Warrant Date. 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. 
 13.
Modification and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder. 

14. Notices. Any notice, request, communication or other document required or permitted to be given or delivered to the Holder or
the Company shall be delivered, or shall be sent by certified or registered mail, postage prepaid, or overnight courier or delivered personally to the Holder at its address as shown on the books of the Company or to the Company at the address
indicated therefor on the signature page of this Warrant. 
 15. Binding Effect on Successors. This Warrant shall be
binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, including the Company’s successors and assigns, and shall inure to the benefit of the
Holder’s successors, legal representatives and permitted assigns, subject to the provisions set forth in Section 5(a). 

16. Lost Warrants or Stock Certificates. The Company covenants to the Holder that, upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or 
  

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any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate. 

17. Descriptive Headings. The descriptive headings of the various Sections of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted this Warrant. 

18. Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be
governed by, the laws of the State of California. 
 19. Survival of Representations, Warranties and Agreements. All
representations and warranties of the Company and the Holder contained herein shall survive the Warrant Date, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All agreements of the
Company and the Holder contained herein shall survive indefinitely until, by their respective terms, they are no longer operative. 

20. Remedies. In case any one or more of the covenants and agreements contained in this Warrant shall have been breached, the
Holder (in the case of a breach by the Company), or the Company (in the case of a breach by the Holder), may proceed to protect and enforce their or its rights either by suit in equity and/or by action at law, including, but not limited to, an
action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Warrant. 

21. No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid
the observance or 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 against impairment. 
 22. Severability. The invalidity or unenforceability of any provision of this
Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect. 

23. Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Warrant, or
because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. 
 24. Entire
Agreement. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral
or written, with respect to such subject matter. 
  

 -9- 








 The undersigned have caused this Warrant to be duly executed and delivered as of the Warrant
Date specified above. 
  

			
	ZIPCAR, INC.
		
	By:	 	
 




		
	Name:	 	Scott Griffith
		
	Title:	 	Chief Executive Officer
		
	Address:	 	 25 First Street,
4th Floor

Cambridge, MA 02141

	
	 PINNACLE VENTURES II EQUITY HOLDINGS, L.L.C.,

 
 a Delaware limited liability company

		
	By:	 	
 




		
	Name:	 	Robert N. Savoie
		
	Title:	 	Chief Operating Officer


  

 -10- 








 EXHIBIT A 

NOTICE OF EXERCISE 
  

	To:	Zipcar, Inc. (the “Company”) 


1. The undersigned hereby: 
  

	 	 ̈	elects to purchase              shares of Common Stock of the Company pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in full, or 

  

	 	 ̈	elects to exercise its net issuance rights pursuant to Section 3(b) of the attached Warrant with respect to
             Shares of Common Stock. 

 2. Please
issue a certificate or certificates representing              shares in the name of the undersigned or in such other name or names as are specified below: 

 

					
		 	  
	 	
		 	(Name)	 	
			
		 	  
	 	
		 	  
	 	
		 	(Address)	 	

 3. The undersigned represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable
securities laws. 
  

	
	  

	(Signature)


  

			
	  
	 	
	(Date)	 	








 EXHIBIT B 

NOTICE OF EXERCISE 
  

	To:	Zipcar, Inc. (the “Company”) 


1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering
contemplated by the Registration Statement on Form S    , filed            , 200  , the undersigned hereby: 

 ̈ elects to purchase
             shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached
Warrant, or 
  ̈ elects to exercise its net issuance rights pursuant to
Section 3(b) of the attached Warrant with respect to              Shares of Common Stock. 

2. Please deliver to the custodian for the selling shareholders a stock certificate representing such
             shares. 
 3. The undersigned has instructed the
custodian for the selling shareholders to deliver to the Company $              or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering.
If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. 

 

	
	  

	(Signature)


  

			
	  
	 	
	(Date)	 	








 EXHIBIT C 

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







 EXHIBIT D 

CAPITALIZATION TABLE 
  

															
	 Name
	  	Common
Stock	  	Series A
Convertible
Preferred Stock
	  	Series B
Convertible
Preferred Stock	  	Series C
Convertible
Preferred 
Stock	  	Series D
Convertible
Preferred Stock	  	Series E
Convertible
Preferred Stock	  	Series F
Convertible
Preferred Stock
	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
	Cheney, Jamison	  	2,222	  	0	  	0	  	0	  	0	  	0	  	0
	Chinn, Glenn N.	  	0	  	0	  	0	  	0	  	0	  	0	  	5,668









															
	 Name
	  	Common
Stock	  	Series A
Convertible
Preferred Stock
	  	Series B
Convertible
Preferred Stock	  	Series C
Convertible
Preferred Stock	  	Series D
Convertible
Preferred Stock
	  	Series E
Convertible
Preferred Stock	  	Series F
Convertible
Preferred Stock

	City National Bank as Trustee for Nossaman, Guthner, Knox & Elliot PSP FBO Henry Weinstock	  	0	  	0	  	0	  	0	  	0	  	0	  	290
	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
	Gabriel Scheer and Jill Amsberry, Joint Tenants with Right of Survivorship	  	87	  	0	  	0	  	0	  	0	  	0	  	0
	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









															
	 Name
	  	Common
Stock	  	Series
A
Convertible
Preferred Stock	  	Series
B
Convertible
Preferred Stock	  	Series
C
Convertible
Preferred Stock	  	Series
D
Convertible
Preferred Stock	  	Series
E
Convertible
Preferred Stock	  	Series
F
Convertible
Preferred Stock
	Gravestar Investments	  	0	  	52,632	  	0	  	0	  	0	  	0	  	0
	Gravestar Investments, LLC	  	0	  	0	  	259,334	  	0	  	0	  	0	  	0
	Greylock XII Limited Partnership	  	0	  	0	  	0	  	0	  	0	  	3,666,477	  	0
	Greylock XII 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
	Harvey Sorkin Revocable Trust	  	0	  	0	  	100,000	  	0	  	203,296	  	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, 1994, 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









															
	 Name
	  	Common
Stock	  	Series
A
Convertible
Preferred Stock	  	Series
B
Convertible
Preferred Stock	  	Series
C
Convertible
Preferred Stock	  	Series
D
Convertible
Preferred Stock	  	Series
E
Convertible
Preferred Stock	  	Series
F
Convertible
Preferred Stock
	LaSalle Investment Fund	  	0	  	0	  	100,000	  	0	  	0	  	0	  	0
	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	  	49,723	  	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	  	5,000	  	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
	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









															
	 Name
	  	Common
Stock	  	Series
A
Convertible
Preferred Stock	  	Series
B
Convertible
Preferred Stock	  	Series
C
Convertible
Preferred Stock	  	Series
D
Convertible
Preferred Stock	  	Series
E
Convertible
Preferred Stock	  	Series
F
Convertible
Preferred Stock
	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, lnbal	  	5,000	  	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
	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
	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









															
	 Name
	  	Common
Stock	  	Series
A
Convertible
Preferred Stock	  	Series
B
Convertible
Preferred Stock	  	Series
C
Convertible
Preferred Stock	  	Series
D
Convertible
Preferred Stock	  	Series
E
Convertible
Preferred Stock	  	Series
F
Convertible
Preferred Stock
	Wagner, Conrad	  	0	  	0	  	0	  	0	  	0	  	0	  	3,924
	Wattenberg, Elizabeth B.	  	4,000	  	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	  	20,000	  	0	  	0	  	0	  	0	  	0	  	0
	Woods, Colleen F.	  	28,904	  	0	  	0	  	0	  	0	  	0	  	0
	 Total
	  	4,253,575	  	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 - 3	  	Number of Shares: a maximum of 125,000        
		  	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 PINNACLE
VENTURES II EQUITY HOLDINGS, L.L.C. 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 125,000 fully paid and nonassessable shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”). Commencing on the date hereof, 62,500 (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 31,250 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds
$10,000,000; or (ii) by an additional 62,500 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 II-A (SUB), L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R (SUB), L.P., Pinnacle Ventures Debt Fund III-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 shaves 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). 
 (e) 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 125,000 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 tills 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 wan-ant 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 Wan-ant, 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 dale 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.	 		 	PINNACLE VENTURES II EQUITY HOLDINGS, L.L.C.
					
	By:	 	
 



	 		 	By:	 	
 




					
	Name:	 	 Edward Goldfinger
	 		 	Name:	 	 Robert N. Savoie

					
	Title:	 	 CFO
	 		 	Title:	 	 Chief Financial Officer



 

 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 [illegible]
	 Benchmark Capital Partner
	  	PS D - 1	  	6,034,483	  	7/8/2005	  	$	0.00	  	Preferred Stock Issuance	  	
	 Greylock XII Limited Partne
	  	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 XII-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 [illegible]
	 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 Corpora
	  	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	  	6,668	  	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 Revocable
	  	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	  	967	  	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 Revc
	  	PS C - 24	  	49,264	  	12/31/2006	  	$0.00	  	Preferred Stock Issuance	  	
	 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 - 28	  	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 Revocable
	  	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 II, 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 RevocableTi
	  	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 International
	  	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 Revocable
	  	PS B - 77	  	60,500	  	12/6/2007	  	$0.00	  	Preferred Stock Issuance	  	
	 Harvey Sorkin RevocableTi
	  	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