Loan and Security Agreement



 Exhibit 10.18 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT NO. 1221 (this
“Agreement”) is entered into as of May 29, 2008, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) on the one hand, and, on the other hand, and
ZIPCAR, INC., a Delaware corporation (“Parent”), ZIPCAR NEW YORK, INC., a Delaware corporation (“Zipcar NY”),
ZIPCAR WASHINGTON, INC., a Delaware corporation (“Zipcar Washington”), ZIPCAR CALIFORNIA, INC., a Delaware corporation
(“Zipcar California”), ZIPCAR ON CAMPUS, INC., a Delaware corporation (“Zipcar on Campus”), MOBILITY INC.,
D/B/A FLEXCAR, a Washington corporation (“Flexcar”), and FLEXCAR ATLANTA LLC, a Delaware limited liability company
(“Flexcar Atlanta”), individually and separately direct borrowers hereunder irrespective of to which of them the funds are advanced, Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar On Campus, Flexcar and Flexcar
Atlanta each and all intending to be fully and independently, and jointly and severally, liable for each and all of the Obligations (as hereinafter defined) of each, the others, and all, and each a “Borrower” and collectively,
“the Borrower” and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows: 

1. DEFINITIONS AND CONSTRUCTION 

1.1 Definitions. Initially capitalized terms used and not otherwise defined herein are defined in the California Uniform Commercial Code
(“UCC”). 
 “ACH” means the Automated Clearing House electronic funds transfer system.

 “Advance” means a Loan advanced by Lender to Borrower hereunder. 

“Basic Rate” a per annum rate of interest equal to (i) 8% during the Interest Only Period and (ii) 7% on
and after the Loan Commencement Date. 
 “Borrower’s Books” means all of Borrower’s books and records, including
records concerning Collateral, Borrower’s assets, liabilities, business operations or financial condition, on any media, and the equipment containing such information. 

“Collateral” means (i) all property listed on Exhibit A attached hereto; and (ii) all products and
proceeds of the foregoing, including proceeds of insurance and proceeds of proceeds. 
 “Commitment” means $10,000,000.

 “Commitment Fee” means $10,000. 

“Commitment Termination Date” means the earliest to occur of (i) (a) June 30, 2008, if Borrower has not drawn at
least $2,000,000 by such date, or (b) May 31, 2009; (ii) any Default or Event of Default, (iii) the date at which Scott Griffith ceases to be the Chief Executive Officer of Borrower; (iv) the date at
which Mark Norman ceases to be the President and Chief Operating Officer of Borrower; (v) the date on which a Benchmark Capital ceases to have a partner-level (or equivalent) person as a representative on Borrower’s Board of
Directors; (vi) the date on which a Greylock Partners ceases to have a partner-level (or equivalent) person as a representative on Borrower’s Board of Directors; or (vii) the date upon which Borrower’s primary
business activity shall cease to be providing urban car-sharing services. 
 “Control Agreement” means an agreement
substantially in the form of Exhibit I or otherwise reasonably acceptable to Lender. 
 “Default” means any event
that with the passing of time or the giving of notice or both would become an Event of Default. 
 “Default Rate” means the
lesser of 18% per annum or the highest rate permitted by applicable law. 
 “Disclosure Schedule” means the schedule
attached as Schedule 1 hereto. 
 “Event of Default” is defined in Section 8. 

“Funding Date” means any date on which an Advance is made to or on account of Borrower hereunder. 

 

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 “Incumbency Certificate” means the document in the form of Exhibit
E. 
 “Indebtedness” means (i) all indebtedness for borrowed money or the deferred purchase
of property or services, (ii) all obligations evidenced by notes, bonds, debentures or similar instruments, (iii) all capital lease obligations, and (iv) all contingent obligations, including guaranties and
obligations of reimbursement or respecting letters of credit. 
 “Interest Only Period” means the period commencing on the date
hereof and continuing until the Loan Commencement Date. 
 “Lender’s Expenses” means all reasonable
costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, modification, administration, or enforcement of the Loan or Loan Documents, or the exercise or preservation of any
rights or remedies by Lender, whether or not suit is brought; provided, however, that Lender’s Expenses for the preparation, negotiation and closing of the initial set of Loan Documents shall not exceed $10,000.
Lender will apply deposits received before the date hereof, if any, including the Commitment Fee, towards Lender’s Expenses. 

“Lien” means any lien, security interest, pledge, bailment, lease, mortgage, hypothecation, conditional sales and title retention
agreement, charge, claim on any of Borrower’s property, or other encumbrance. 
 “Loan” means all of the Advances, however
evidenced, and all other amounts due or to become due hereunder. 
 “Loan Commencement Date” means June 1, 2009.

 “Loan Documents” means, collectively, this Agreement, the Warrant, the Notes, the Stock Pledge Agreements, and all other
documents, instruments and agreements entered into between Borrower and Lender in connection with the Loan, all as amended or extended from time to time. 

“Material Adverse Effect” means a material adverse change in Borrowers’ financial condition taken as a whole, the Collateral, or
the Borrowers’ ability to perform its respective Obligations under the Agreement 
 “Negative Pledge Agreement” means an
agreement in the form of Exhibit H. 
 “Note” means a Secured Promissory Note in the form of Exhibit
B. 
 “Notice of Borrowing” means the form attached as Exhibit D. 

 “Obligations” means all Loans, debt, principal, interest, fees, charges, Lender’s Expenses and other amounts,
obligations, covenants, and duties owing by Borrower to Lender of any kind or description (whether pursuant to the Loan Documents or otherwise (with the exception of the Warrant, any stockholder agreement, management rights letter, or other equity
related agreement to which Lender is made a party and any inchoate indemnity obligations), and whether or not for the payment of money), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and
including any of the same obtained by Lender by assignment or otherwise, and all amounts Borrower is required to pay or reimburse by the Loan Documents, by law, or otherwise. 

“Permitted Indebtedness” means: (i) the Loan; (ii) unsecured trade debt incurred in the ordinary course of
Borrower’s business; (iii) Indebtedness secured by clauses (ii), (v), (vi), (vii) and (xiii) of Permitted Liens; (iv) Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary in the
ordinary course of business and/or between the Borrowers; (v) security deposits and similar obligations securing performance in favor of landlords, lenders and lessors and reimbursement obligations in connection with letters of credit in
favor of landlords, lenders and lessors in the ordinary course of business in an amount not to exceed $5,000,000; (vi) guarantees of a Subsidiary’s obligations by Parent in the ordinary course of business; and
(vii) extensions, refinancing, modifications, amendments and restatements of any items of Permitted Indebtedness above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose
more burdensome terms upon Borrower or a Subsidiary, as the case may be. 
 “Permitted Liens” means: (i) Liens in
favor of Lender; (ii) Liens disclosed in the Disclosure Schedule; (iii) Liens for taxes, fees, assessments or other governmental charges or levies not delinquent or being contested in good faith by appropriate proceedings,
that do not imminently jeopardize Lender’s interest in any Collateral; (iv) Liens to secure payment of worker’s compensation, employment insurance, old age pensions or other social security obligations of such entity on which
such entity is current and are in the ordinary course of its business; provided none of the same diminish or impair Lender’s rights and remedies respecting the Collateral and (v) Liens securing Indebtedness under a formula-based
accounts receivable line of credit in an aggregate principal amount not to exceed 
  

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$5,000,000, provided such Indebtedness is secured solely by the accounts receivable financed thereunder (Lender shall execute documents and take actions to subordinate or to release Lender’s
security interest in such property as requested by such third-party lender); (vi) Liens upon or in any fleet vehicles (and including any accessions, attachments, replacements, improvements or proceeds thereto) acquired or held by such
entity to secure the purchase price of such vehicles or Indebtedness incurred solely for the purposes of financing such equipment or with respect to lease obligations; (vii) Liens upon or in any equipment (and including any accessions,
attachments, replacements, improvements or proceeds thereto) acquired or held by such entity to secure the purchase price of such equipment or Indebtedness incurred solely for the purposes of financing such equipment or capital lease obligations in
an aggregate amount not to exceed $2,000,000; (viii) licenses or sublicenses of intellectual property granted in the ordinary course of business; (ix) banker’s Liens, rights of setoff and similar Liens incurred on
deposit and securities accounts of such entities for fees due on such accounts made in the ordinary course of business; (x) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (xi) Liens in favor of customs and revenue authorities which
secure payment of customs duties in connection with the importation of goods; (xii) Liens securing security deposits and other deposits securing the performance in favor of landlords, lenders and lessors and Liens securing reimbursement
obligations in connection with letters of credit in favor of landlords, lenders and lessors in the ordinary course of business; (xiii) Liens securing reimbursement obligations with respect to self insurance; and (xiv) Liens
incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens described above but any extension, renewal or replacement Lien must be limited to the property originally encumbered by the existing Lien and the principal amount
of any Indebtedness associated therewith may not increase. 
 “Regulated Substance” means any substance, material or waste the
use, generation, handling, storage, treatment or disposal of which is regulated by any local or state government authority, including any of the same designated by any authority as hazardous, genetic, cloning, fetal, or embryonic. 

“Responsible Officer” means each person as authorized by the board of directors of Borrower as set forth on the Incumbency Certificate.

 “Stock Pledge Agreement” means agreements (i) between Lender and Parent in the form attached as Exhibit
J-1 by which Parent shall pledge as Collateral for Lender hereunder, the outstanding stock of Zipcar Canada; and (ii) between Lender and Parent in the form attached as Exhibit J-2 by which Parent shall pledge as
Collateral for Lender hereunder, the outstanding stock of Zipcar UK. 
 “Subsidiary” means any corporation of which a majority
of the outstanding capital stock entitled to vote for the election of directors (otherwise than as the result of a default) is owned by Borrower directly or indirectly through Subsidiaries. 

“Term” means the period from and after the date hereof until the full, final and indefeasible payment and performance of all
Obligations. 
 “Warrant” means the Warrant in favor of Lender and its affiliates to purchase securities of Borrower
substantially in the form of Exhibit C. 
 “Zipcar Canada” means Zipcar Canada Inc., a company organized under
the laws of Canada and a wholly-owned Subsidiary of Parent. 
 “Zipcar UK” means Zipcar (UK) Limited, a company organized under
the laws of England and Wales and a wholly-owned Subsidiary of Parent. 
 1.2 Interpretation. References to “Articles,”
“Sections,” “Exhibits,” and “Schedules” are to articles, sections, exhibits and schedules herein and hereto unless otherwise indicated. “Hereof,” “herein” and “hereunder” refer to this
Agreement as a whole. “Including” is not limiting. All accounting and financial computations shall be computed in accordance with generally accepted accounting principles consistently applied (“GAAP”). “Or” is
not necessarily exclusive. All interest computation shall be based on a 360-day year and actual days elapsed. Any obligation, covenant, waiver, indemnity or representation of or by “Borrower”, “a Borrower”, “each
Borrower”, “any Borrower”, or “Borrowers” in any Loan Document (excepting the Warrant) is without limitation, and an independently enforceable, mutually guarantied, joint and several obligation, covenant, waiver, indemnity
and representation of each and every Borrower. 
 2. THE LOANS 

2.1 Commitment. Subject to the terms hereof, Lender will make Advances to Parent up to the principal amount of the Commitment, on or before the
Commitment Termination Date. The Advances will be made to Parent as agent for the benefit of and on behalf of each Borrower. Notwithstanding anything in the Loan Documents to the contrary, Lender’s obligation to make any Advances or to lend the
undisbursed portion of the Commitment shall terminate on the Commitment Termination Date. Repaid principal of the Advances may not be re-borrowed. 
  

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 2.2 The Advances. A Note setting forth the specific terms of repayment will evidence each Advance. No
Advance will be made for less than $500,000, unless less than $500,000 remains available under the Commitment for borrowing. Absence of a Note evidencing any portion of the Loan shall not impair Borrower’s obligation to repay it to Lender.

 2.3 Terms of Payment, Repayment. 

(a) Repayment. Borrower shall repay the principal and pay interest on each Advance on the terms set forth in the applicable
Note. Amounts not paid when due hereunder or under the Note shall bear interest at the Default Rate. If a court of competent jurisdiction determines that Lender has received payments that, if interest, would exceed the maximum lawfully permitted,
Lender will instead apply such money to fees and expenses and then to early prepayment of principal. 
 (b) ACH. All
payments due to Lender must be, at Lender’s option, paid to Lender in cash or through ACH by Parent. Borrower shall execute and deliver the ACH Authorization Form substantially in the form of Exhibit G. If the ACH payment
arrangement is terminated for any reason, Borrower shall make all payments due to Lender at Lender’s address specified in Section 11. 

(c) Default Rate. While an Event of Default has occurred and is continuing, interest on the Loan shall be increased to the
Default Rate. Lender’s failure to charge or accrue interest at the Default Rate during the existence of a Default shall not be deemed a waiver by Lender of its right or claim thereto. 

(d) Date. Whenever any payment due under the Loan Documents is due on a day other than a business day, such payment shall
be made on the next succeeding business day, and such extension of time shall be included in the computation of interest or fees, as the case may be. 

2.4 Fees. Borrower shall pay to Lender the following: 

(a) Commitment Fee. The Commitment Fee, which has been previously paid by Borrower, and shall be applied by Lender to
Lender’s Expenses and other Obligations. 
 (b) Late Fee. On demand, a late charge on any sums due hereunder that
are not paid when due, in an amount equal to 2% of the past due amount, payable on demand. 
 (c) Lender’s Expenses.
When requested, all Lender’s Expenses. Lender’s Expenses not paid when due shall bear interest as principal at the Default Rate. 

3. CONDITIONS OF ADVANCES; PROCEDURE FOR
REQUESTING ADVANCES 
 3.1 Conditions Precedent to any and all Advances. The obligation of Lender to
make any Advances is subject to each and every of the following conditions precedent in form and substance satisfactory to Lender in its reasonable discretion: (i) this Agreement duly executed by each Borrower, a Note evidencing the
Advance duly executed by Parent, the Warrant duly executed by Parent, the Stock Pledge Agreements and all other UCC financing statements, and other documents required or as specified herein have been duly authorized, executed and delivered;
(ii) no Default or Event of Default has occurred and is continuing; (iii) delivery of a Notice of Borrowing with respect to the proposed Advance; (iv) Lender’s security interests in the Collateral are valid
and first priority, except for Permitted Liens; and (v) all such other items as Lender may reasonably deem necessary or appropriate have been delivered or satisfied in order to establish or verify compliance with the terms of this
Agreement or perfect the security contemplated by it. The extension of an Advance prior to the receipt by Lender of any of the foregoing shall not constitute a waiver by Lender of Borrower’s obligation to deliver such item.  

3.2 Procedure for Making Advances. For any Advance, Parent shall provide Lender an irrevocable Notice of Borrowing at least 10 business days prior
to the desired Funding Date and Lender shall only be required to make Advances hereunder based upon written requests which comply with the terms and exhibits of this Loan Agreement (as the same may be amended from time to time), and which are
submitted and signed by a Responsible Officer. Borrower shall execute and deliver to Lender a Note and such other documents and instruments as Lender may reasonably require for each Advance made. 

 

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 4. CREATION OF SECURITY
INTEREST 
 4.1 Grant of Security Interest. Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus,
Flexcar and Flexcar Atlanta each grant to Lender a valid, first priority, continuing security interest in all present and future Collateral in order to secure prompt, full, faithful and timely payment and performance of all Obligations. 

4.2 Inspections. Lender shall have the right upon reasonable prior notice to inspect Borrower’s Books, including computer files, and to make
copies, and to test, inspect and appraise the Collateral, in order to verify any matter relating to Borrower or the Collateral. Absent an Event of Default, such inspections, appraisals and verifications shall occur no more than once per year.

 4.3 Authorization to File Financing Statements. Borrower irrevocably authorizes Lender at any time and from time to time to file in
any jurisdiction any financing statements and amendments that: (i) name Collateral as collateral thereunder, regardless of whether any particular Collateral falls within the scope of the UCC; (ii) contain any other
information required by the UCC for sufficiency or filing office acceptance, including organization identification numbers; and (iii) contain such language as Lender determines helpful in protecting or preserving rights against third
parties. Borrower ratifies any such filings made prior to the date hereof. 
 5. REPRESENTATIONS
AND WARRANTIES 
 Each Borrower represents, warrants and covenants as follows, both with respect to itself,
and with respect to the other Borrowers: 
 5.1 Due Organization and Qualification. Each Borrower is a corporation duly formed, existing
and in good standing under the laws of its state of organization and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified
or in which the Collateral is located except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Each of Borrower’s foreign Subsidiaries is duly existing, qualified and licensed to do business in, and
is in good standing in, any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified or in which the Collateral is located except where the failure to do so would not reasonably be expected to
have a material adverse effect on such Subsidiary’s financial condition or its assets. 
 5.2 Authority. Each Borrower has
all corporate power and authority, and has taken all actions, and has obtained all third party consents necessary to execute, deliver, and perform the Loan Documents.  

5.3 Disclosure Schedule. All information on the Disclosure Schedule is true, correct and complete. 

5.4 Authorization; Enforceability. The execution and delivery hereof, the granting of the security interest in the Collateral, the incurring of
the Obligations, the execution and delivery of all Loan Documents and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary action by each Borrower. The Loan Documents constitute legal, valid
and binding obligations of each Borrower, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy or similar laws relating to enforcement of creditors’ rights generally. 

5.5 Name and Location. No Borrower has done business under any name other than that specified on the signature page hereof or as set forth on the
Disclosure Schedule. The chief executive office, principal place of business, and the place where each Borrower maintains its records concerning the Collateral is set forth in Section 11. The Collateral is presently located at the
address(es) set forth in Section 11 and on the Disclosure Schedule. Borrowers have no Subsidiaries, except those listed on the Disclosure Schedule. 

5.6 Litigation. All actions or proceedings pending or, to any Borrower’s knowledge, threatened by or against a Borrower or any Subsidiary
before any court or administrative agency are set forth on the Disclosure Schedule. 
 5.7 Financial Statements. All financial statements
fairly represent the financial condition of the Borrowers and its Subsidiaries taken as a whole. All statements respecting Collateral that have been or may hereafter be delivered by each Borrower to Lender are true, complete and correct in all
material respects for the periods indicated. 
 5.8 Solvency. Borrowers taken as a whole are solvent and able to pay their debts
(including trade debts) as they come due. Borrowers and all Subsidiaries constitute a common enterprise, for whose benefit the Loans are being made and received. 
  


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 5.9 Taxes. Each Borrower has filed and will file all required tax returns, and has paid and will pay
all taxes it owes other than where the failure to comply would not reasonably be expected to have a Material Adverse Effect. 
 5.10 Rights;
Title to Assets. Each Borrower and each of its Subsidiaries possesses and owns all necessary assets, rights, trademarks, trade names, copyrights, patents, patent rights, franchises and licenses which it needs to conduct its business as now
operated or proposed to be operated except as would not reasonably be expected to have a Material Adverse Effect. Each Borrower has good title to its assets, free and clear of any Liens, except for Permitted Liens. 

5.11 Full Disclosure. No written representation, warranty or other statement made by any Borrower or any Subsidiary in any Loan Document,
certificate or statement furnished to Lender in connection with any such Loan Document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or
statements not misleading, it being acknowledged and agreed by the Lender than any financial projections delivered to the Lender by or on behalf of the Borrowers are based upon good faith estimates and assumptions believed by management of the
Borrowers to be reasonable at the time made, and that such financial information as it relates to future events is not to be viewed as fact and that the actual results during the period or periods covered by such financial information may differ
from projected results set forth therein by a material amount and may not be achieved.  
 5.12 Regulated Substances. Each
Borrower and each Subsidiary complies and will comply in all material respects with all laws respecting Regulated Substances. 
 5.13
Reaffirmation. Each Notice of Borrowing will constitute (i) a warranty and representation in favor of Lender that there does not exist any Default and (ii) subject to any amended Disclosure Schedule delivered to Lender or
any other written disclosure required to be sent to Lender pursuant to the terms hereof, a reaffirmation as of the date thereof of all of the representations and warranties contained in this Agreement and the Loan Documents, provided,
however, if any such amended Disclosure Schedule or other written disclosure contains any matter which would reasonably be expected to have a Material Adverse Effect, Lender’s obligation to make Advances to any Borrower hereunder shall be
suspended during the pendency of any such Material Adverse Effect condition. 
 5.14 Auction Rate Securities. The Borrower
(i) owns no auction rate securities or similar financial instruments directly or indirectly in any brokerage, securities account or other account created by or for the benefit of the Borrower; and (ii) has not created any
standing or discretionary purchase order or directive with any brokerage account or broker service to purchase auction rate securities or similar financial instruments on behalf of the Borrower. 

6. AFFIRMATIVE COVENANTS 

Each Borrower covenants and agrees that it shall do, and cause each other Borrower to do, all of the following: 

6.1 Good Standing and Compliance. Each Borrower and its Subsidiaries shall maintain all governmental licenses, rights and agreements necessary for
its operations or business except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and comply in all material respects with all statutes, laws, ordinances and government rules and regulations to which it
is subject. 
 6.2 Financial Statements, Reports, Certificates. Parent shall deliver to Lender: (i) as soon as
prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrowers’operations during such period; (ii) as soon as prepared, but no later than 150
days after the end of the fiscal year, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrowers’ financial condition by an independent public accounting firm
reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened against any Borrower which is reasonably likely to result in liability to any Borrower in excess
of $250,000 in the aggregate; and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be
accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F. 

6.3 Notice of Defaults. Upon any Default or Event of Default, deliver an Officer’s Certificate setting forth the facts relating to or giving
rise thereto, and such Borrower’s proposed action with respect thereto.  
 6.4 Use; Maintenance. Each Borrower, at its
expense, shall (i) maintain the Collateral in good condition, reasonable wear and tear excepted, and will comply in all material respects with all laws, rules and regulations regarding use and operation of the Collateral and
(ii) repair or replace any lost or damaged Collateral or otherwise use any insurance proceeds to purchase or acquire property necessary for such Borrower’s business. 

 

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 6.5 Insurance. Each Borrower, at its own expense, shall maintain insurance in amounts and coverages
reasonably satisfactory to Lender; provided that the insurance amounts and coverages described on Annex 1 hereto are deemed to be satisfactory to Lender. Each insurance policy shall: (i) name Lender loss payee (with respect to
such Borrower’s business personal property insurance policy) or additional insured (with respect to such Borrower’s general liability insurance policy), as appropriate, (ii) provide for insurer’s waiver of its right of
subrogation against Lender and Borrowers, (iii) be primary without a right of contribution of Lender’s insurance, if any, or any obligation on the part of Lender to pay premiums of a Borrower, and (iv) require the
insurer to give Lender at least 30 days prior written notice of other cancellation or non-renewal and 10 days notice of cancellation for non-payment. Each Borrower shall furnish all certificates of insurance required by Lender. Borrower shall not
take any action or create any breach of warranty by it under any policy of insurance which would cause such insurance to be invalidated. 

6.6 Loss Proceeds. So long as no Event of Default has occurred and is continuing, any proceeds of insurance on or condemnation of Collateral
shall, at the affected Borrower’s election and so long as Lender’s security interest in such proceeds remains first priority, be used either to repair or replace such Collateral or otherwise applied to the purchase or acquisition of
property useful to such Borrower’s business. 
 6.7 Further Assurances. At any time and from time to time, each Borrower and its
Subsidiaries shall execute and deliver such further instruments and take such further action as Lender may reasonably request to effect the intent and purposes hereof, to perfect and continue perfected and of first priority Lender’s security
interests in the Collateral, and to effect and maintain ACH payment arrangements. 
 6.8 Adhost Internet Co-Location. Borrower shall
terminate its co-location relationship with Adhost Internet in Seattle, Washington and agrees that all Collateral located at such location shall be moved to Parent’s headquarters location no later than June 30, 2008. 

7. NEGATIVE COVENANTS 

Each Borrower will not do, nor suffer or permit any other Borrower or Subsidiary to do, any of the following: 

7.1 Location of Collateral. Change its chief executive office or principal place of business or remove, except in the ordinary course of such
Borrower’s business, the Collateral or such Borrower’s Books from the premises listed in Section 11 or described in the Disclosure Schedule without giving 30 days prior written notice to Lender. 

7.2 Extraordinary Transactions. Enter into any material transaction not in the ordinary course of such Borrower’s business, including the
sale, lease, license or other disposition of its assets, other than (i) sales of inventory in the ordinary course of such Borrower’s business; (ii) licenses of such Borrower’s intellectual property assets entered
into in the ordinary course of business; (iii) disposition of worn out or obsolete equity, and any disposition of vehicles and such Borrower’s rights under any lease of vehicles; (iv) joint ventures with respect to
entering and conducting operations in the urban-car sharing market in Europe which ventures are approved unanimously by the Parent’s Board of Directors; and (v) any transaction otherwise permitted under this Section 7 or
not an Event of Default under Section 8.12. 
 7.3 Restructure. Make any material change in any Borrower’s or any
Subsidiary’s corporate and organizational structure including extinguishment or creation of Subsidiaries, change of corporate entity type, changes in jurisdictional organization or reassignment of headquarters outside of the United States,
without giving at least 30 days prior written notice to Lender, cease to have its primary business activity be providing urban car-sharing services, or cease or materially suspend operation of the business of Parent or any other Borrower or any
Subsidiary, if such suspension or cessation would reasonably be expected to result in a Material Adverse Effect.  
 7.4 Liens.
Create, incur, assume or suffer to exist any Lien of any kind with respect to any of its property or a Subsidiary’s property, whether now owned or hereafter acquired, except for Permitted Liens. Any and all future financings for any
Borrowers’ or any Subsidiary’s fleet vehicles shall limit the collateral provided for such financings to the actual vehicles financed thereunder, replacement parts therefore, and the proceeds of the sale of such vehicles and if required by
the lender/lessor thereof, the insurance proceeds of such vehicles. The aggregate principal amount of Indebtedness outstanding under the Lease Financing Agreement – Daily Rental dated August 3, 2007 between Flexcar and DaimlerChrysler
Financial Services Americas LLC shall not exceed the principal amount of $1,000,000 while the Obligations are outstanding. 
  

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 7.5 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than Permitted
Indebtedness or cause or suffer any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness. 

7.6 Distributions. Pay any dividends or distributions, or redeem or purchase, any capital stock, except for (i) repurchases of capital
stock from departing employees or directors, under repurchase agreements approved by such Borrower’s Board of Directors and (ii) cash dividends payable solely to Parent by any Subsidiary. 

7.7 Transactions with Affiliates. Directly or indirectly enter into any transaction with any Borrower, Subsidiary or affiliate which is on
terms less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated entity; provided, any such transaction shall not be a breach of this Section 7.7 if approved by the
Parent’s Board of Directors. 
 7.8 Compliance. (i) Become an “investment company” under the Investment
Company Act of 1940 or extend credit to purchase or carry margin stock; (ii) fail to meet the minimum funding requirements of ERISA; (iii) permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur;
(iv) fail to comply in all material respects with the Federal Fair Labor Standards Act; or (v) violate in any material respect any other material law or material regulation. 

7.9 UCC Effectiveness. Change its name, jurisdiction of organization, or take any other action that would reasonably be expected to render
Lender’s financing statements misleading under the UCC, without giving Lender 30 days advance written notice. 
 7.10 Deposit and
Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which Lender has obtained a perfected first priority security interest. Notwithstanding the foregoing, Lender will not have a
security interest in (i) Parent’s deposit account numbers 58187901, 58187902, and 60-5818-79-8 with Cambridge Trust Company (the “CTC Accounts”), provided the aggregate amount in the CTC Accounts shall not exceed
$3,000,000 and the CTC Accounts shall be closed within 120 days of the date of this Agreement and all cash from the CTC Accounts shall be transferred into a deposit account in which Lender has obtained a perfected first priority security interest at
or prior to the time such cash is transferred; (ii) Flexcar’s account numbers 22486500, 69985109, 11613403, 11615408 and 3657002 with Bank of America (the “BOA Accounts”), provided the aggregate amount in the BOA Accounts
shall not exceed $100,000 and the BOA Accounts shall be closed within 120 days of the date of this Agreement and all cash from the BOA Accounts shall be transferred into a deposit account in which Lender has obtained a perfected first priority
security interest at or prior to the time such cash is transferred; (iii) Flexcar’s certificates of deposit numbers 21918986 and 21558138 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing
certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (iv) Flexcar’s certificate of deposit number 22088214 and any subsequent certificate of deposit accounts issued
upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (v) Parent’s account number S312163 with KeyBank issued in accordance with
the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank, provided the amount in such account shall not exceed GBP 236,000 and (vi) other accounts established after
the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses
(iii) through (vi), inclusive and any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not exceed $5,000,000. For so long as the Obligations are outstanding, Borrower shall not
hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage
accounts. Borrower shall not permit any Subsidiary to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts. 

7.11 Maintenance of Subsidiaries. No Borrower shall, or shall permit or cause any Subsidiary to, (i) sell, dispose of, convey, or
allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive
licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s
shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or
affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the
definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Lender; For the purposes of this
Section 7.11, a “Change of Control” shall mean, any transaction or series of related transactions (other than through the sale of preferred stock to existing or future equity investors and other than

  

 8 








 
through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding
voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions. 

8. EVENTS OF DEFAULT 

Any one or more of the following shall constitute an Event of Default by a Borrower hereunder: 

8.1 Payment. A Borrower or a Subsidiary fails to pay within 1 business day of the date when due and payable in accordance with the Loan Documents
any portion of the Obligations, or cancels an ACH payment or transfer Lender has initiated in conformity with the terms hereof provided, however, that an Event of Default shall not occur on account of a failure to pay due solely to an
administrative or operational error if Borrower had the funds to make the payment when due and makes the payment the business day following Borrower’s knowledge of such failure to pay. 

8.2 Certain Covenant Defaults. Borrower fails to perform any obligation under Section 6.5, or violates Sections 7.4, 7.5, 7.9
or 7.10. 
 8.3 Other Covenant Defaults. Borrower fails or neglects to perform, keep, or observe any other term,
provision, condition, covenant, or agreement contained in this Agreement, in any of the other Loan Documents, or in any other present or future agreement between Borrower and Lender and has failed to cure such failure within 30 days after its
occurrence. 
 8.4 Attachment. Any material portion of Borrowers’ assets taken as a whole is attached, seized, subjected to a
government levy, lien, writ or distress warrant, or comes into the possession of any trustee or receiver and the same is not returned, removed, waived, stayed, discharged or rescinded within 10 days. 

8.5 Other Agreements. There is a default in any agreement to which Borrower is a party resulting in the acceleration of the maturity of any
Indebtedness, in an amount greater than $250,000.  
 8.6 Judgments. One or more judgments for an aggregate of at least $250,000
is rendered against Borrower and remains unsatisfied and unstayed for more than 30 days. 
 8.7 Injunction. Any Borrower is
enjoined, restrained, or in any way prevented by court order from continuing to conduct any material part of the Borrowers’ business affairs taken as a whole, or if a judgment or other claim becomes a Lien upon any material portion of
Borrowers’ assets taken as whole. 
 8.8 Misrepresentation. Any representation, statement, or report made to Lender by any
Borrower or any Subsidiary was false or misleading when made in any material respect.  
 8.9 Enforceability. Lender’s
ability to enforce its rights against any Borrower or any Collateral is impaired in any material respect, or a Borrower asserts that any Loan Document is not a legal, valid and binding obligation of the Borrower enforceable in accordance with its
terms. 
 8.10 Involuntary Bankruptcy. An involuntary bankruptcy case remains undismissed or unstayed for 60 days or, if earlier,
an order granting the relief sought is entered. 
 8.11 Voluntary Bankruptcy or Insolvency. Any Borrower commences a voluntary
case under applicable bankruptcy or insolvency law, consents to the entry of an order for relief in an involuntary case under any such law, or consents or is subject to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian or other similar official of such Borrower or any substantial part of its property, or makes an assignment for the benefit of creditors, or fails generally or admits in writing to its inability to pay its debts as they become due,
or takes any corporate action in furtherance of any of the foregoing. 
 8.12 Merger, Sale or Change of Control. The occurrence of
(i) a merger of Parent with another entity (whether or not the Parent is the “surviving entity”) whereby the shareholders of Parent immediately prior to such merger own less than 50% of the outstanding voting securities of
Parent immediately after such merger; (ii) the sale (in one or a series of related transactions) of all or substantially all of Parent’s assets; or (iii) any transaction (or series of related transactions) other than a
transaction that is a bona fide equity 
  

 9 








 
financing with the primary purpose of raising capital for Parent or an underwritten public offering of the Parent’s stock, whereby the shareholders of Parent immediately prior to such
transaction(s) own less than 50% of the outstanding voting securities of Parent immediately after such transaction(s), and in the cases of clauses (i), (ii) and (iii), such acquirer or resulting entity (including, Parent, if Parent is the
resulting or surviving entity) fails to pay off the Obligations in cash within 60 days of the closing of the acquisition, merger or sale. 

9. LENDER’S RIGHTS AND REMEDIES 

9.1 Rights and Remedies. Upon the occurrence and continuance of any Event of Default, Lender may, at its election, without notice of election and
without demand, do any one or more of the following, all of which are authorized by each Borrower: (i) accelerate and declare the Loan and all Obligations immediately due and payable; (ii) make such payments and do such acts
as Lender considers necessary or reasonable to protect its security interest in the Collateral, with such amounts becoming Obligations bearing interest at the Default Rate; (iii) exercise any and all other rights and remedies available
under the UCC or otherwise; (iv) require Borrower to assemble the Collateral at such places as Lender may designate; (v) enter premises where any Collateral is located, take, maintain possession of, or render unusable the
Collateral or any part of it; (vi) without notice to Borrower, set off and recoup against any portion of the Obligations; (vii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale,
and sell the Collateral, in connection with which Borrower hereby grants Lender a license to use without charge Borrower’s premises, labels, name, trademarks, and other property necessary to complete, advertise, and sell any Collateral; and
(viii) sell the Collateral at one or more public or private sales. 
 9.2 Power of Attorney in Respect of the Collateral.
Each Borrower hereby irrevocably appoints Lender (which appointment is coupled with an interest) its true and lawful attorney in fact with full power of substitution, for it and in its name to, effective upon an Event of Default:
(i) ask, demand, collect, receive, sue for, compound and give acquittance for any and all Collateral with full power to settle, adjust or compromise any claim, (ii) receive payment of and endorse the name of Borrower on any
items of Collateral, (iii) make all demands, consents and waivers, or take any other action with respect to, the Collateral, (iv) file any claim or take any other action, in Lender’s or Borrower’s name, which Lender
may reasonably deem appropriate to protect its rights in the Collateral, or (v) otherwise act with respect to the Collateral as though Lender were its outright owner. 

9.3 Charges. If any Borrower fails to pay any amounts required hereunder to be paid by such Borrower to any third party, Lender may at its option
pay any part thereof and any amounts so paid including Lender’s Expenses incurred shall become Obligations, immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Any such payments by Lender shall not
constitute an agreement to make similar payments or a waiver of any Event of Default. 
 9.4 Remedies Cumulative. Lender’s
rights and remedies under the Loan Documents and all other agreements with each Borrower shall be cumulative. Lender shall have all other rights and remedies as provided under the UCC, by law, or in equity. No exercise by Lender of one right or
remedy shall be deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election, or acquiescence. 

9.5 Application of Collateral Proceeds. Lender will apply proceeds of sale, to the extent actually received in cash, in the manner and order it
determines in its sole discretion, and as prescribed by applicable law. 
 10. WAIVERS;
INDEMNIFICATION 
 10.1 Waivers. Without limiting the generality of the other waivers made by each Borrower herein, to
the maximum extent permitted under applicable law, each Borrower hereby irrevocably on behalf of itself and every other Borrower waives all of the following: (i) any right to assert against Lender as a defense, counterclaim,
set-off or crossclaim, any defense (legal or equitable), set-off, counterclaim, crossclaim and/or other claim (a) which a Borrower may now or at any time hereafter have against any party liable to Lender in any way or manner, or
(b) arising directly or indirectly from the present or future lack of perfection, sufficiency, validity and/or enforceability of any Loan Document, or any security interest; (ii) presentment, demand and notice of presentment,
dishonor, notice of intent to accelerate, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all accounts, documents, instruments, chattel paper and guaranties at any time held by Lender on which
a Borrower may in any way be liable and hereby ratifies and confirms whatever Lender may do in this regard; (iii) the benefit of all marshalling, valuation, appraisal and exemption laws; (iv) the right, if any, to require
Lender to (a) proceed against any person liable for any of the Obligations as a condition to or before proceeding hereunder; or (b) foreclose upon, sell or otherwise realize upon or collect or apply any other property, real or personal,
securing any of the Obligations, as a condition to, or before proceeding hereunder; (v) any demand for possession before the commencement of any suit or action to recover possession of Collateral; and (vi) any requirement
that Lender retain possession and not dispose of Collateral until after trial or final judgment. 
  

 10 








 10.2 Lender’s Liability for Collateral. Lender shall not in any way or manner be liable or
responsible for: (i) the safekeeping of any Collateral; (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (iii) any diminution in the value thereof; or
(iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other person or entity whomsoever. All risk of loss, damage or destruction of the Collateral shall be borne by Borrower. Lender will have no
responsibility for taking any steps to preserve rights against any parties respecting any Collateral, except for Lender’s gross negligence or intentional misconduct. Lender’s powers hereunder are conferred solely to protect its interest in
the Collateral and do not impose any duty to exercise any such powers. None of Lender or any of its officers, directors, employees, agents or counsel will be liable for any action lawfully taken or omitted to be taken hereunder or in connection
herewith (excepting gross negligence or willful misconduct), nor under any circumstances have any liability to any Borrower for lost profits or other special, indirect, punitive, or consequential damages. Lender retains any documents delivered by
any Borrower only for its purposes and for such period as Lender, at its sole discretion, may determine necessary, after which time Lender may destroy such records without notice to or consent from such Borrower. 

10.3 Indemnification. Each Borrower shall defend, indemnify, and hold Lender and each of its officers, directors, employees, counsel, partners,
agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or
disbursements (including Lender’s Expenses and reasonable attorney’s fees) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan
Documents, or the transactions contemplated hereby and thereby, with respect to noncompliance with laws or regulations respecting Regulated Substances, government secrecy or technology export, or any Lien not created by Lender or right of another
against any Collateral, even if the Collateral is foreclosed upon or sold pursuant hereto, and with respect to any investigation, litigation or proceeding before any agency, court or other governmental authority relating to this Agreement or the
Advances or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that Borrower shall
have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The obligations in this Section shall survive the Term. At the
election of any Indemnified Person, each Borrower shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person, at the sole cost and expense of such Borrower. All amounts owing under this Section shall be paid
within 30 days after written demand. 
 11. NOTICES 

All notices shall be in writing and personally delivered or sent by certified mail, postage prepaid, return receipt requested, or by confirmed facsimile,
at the respective addresses set forth below: 
  

			
	If to Parent, Zipcar NY, Zipcar Washington,:	  	If to Lender:
	Zipcar California, Zipcar on Campus, Flexcar,	  	
	Or Flexcar Atlanta	  	
		
	Zipcar, Inc.	  	Lighthouse Capital Partners VI, LP
	Attention: Chief Financial Officer	  	Attention: Contracts Administration
	25 First Street,
4th Floor	  	3555 Alameda de las Pulgas, Suite 200
	Cambridge, Massachusetts 02141	  	Menlo Park, California 94025
	FAX: (617) 995-4300	  	FAX: (650) 233-0114
		
	With a copy (which shall not constitute notice) to:	  	
		
	Wilmer Cutler Pickering Hale and Dorr LLP	  	
	60 State Street	  	
	Boston, Massachusetts 02109	  	
	Attn: John Chory	  	
	FAX: (617) 526-5000	  	

  

 11 








 12. GENERAL PROVISIONS 

12.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties’ respective successors and permitted assigns.
Each Borrower may not assign any rights hereunder without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion. Lender shall have the right without the consent of or notice to any Borrower to
sell, transfer, negotiate, or grant participations in all or any part of any Loan Document, except to any entity reasonably deemed to be a competitor of Parent. 
  


	12.2	Time of Essence. Time is of the essence for the performance of all Obligations. 


12.3 Severability of Provisions. Each provision hereof shall be severable from every other provision in determining its legal enforceability.

 12.4 Entire Agreement. This Agreement and each of the other Loan Documents dated as of the date hereof, taken together, constitute
and contain the entire agreement between each Borrower and Lender with respect to their subject matter and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written
or oral. This Agreement is the result of negotiations between and has been reviewed by each Borrower and Lender as of the date hereof and their respective counsel; accordingly, this Agreement shall be deemed to be the product of
the parties hereto, and no ambiguity shall be construed in favor of or against each Borrower or Lender. This Agreement may only be modified with the written consent of Lender. Any waiver or consent with respect to any provision of the Loan Documents
shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Borrower in any one case shall entitle such Borrower to any other or further notice or demand in similar or other
circumstances. 
 12.5 Reliance by Lender. All covenants, agreements, representations and warranties made herein by each Borrower
shall, notwithstanding any investigation by Lender, be deemed to be material to and to have been relied upon by Lender. 
 12.6 No
Set-Offs by Borrower. All sums payable by each Borrower pursuant to this Agreement or any of the other Loan Documents shall be payable without notice or demand and shall be payable in United States Dollars without set-off or reduction of any
manner whatsoever. 
 12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which, when taken together, shall constitute one and the same original instrument. 
 12.8
Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding. 

12.9 No Original Issue Discount. Parent and Lender acknowledge and agree that the Warrant is part of an investment unit within the meaning of
Section 1273(c)(2) of the Internal Revenue Code, which includes the Loan. Parent and Lender further agree as between them, that they will cooperate with each other in determining the fair market value of the Warrant and that, pursuant to Treas.
Reg. § 1.1273-2(h), a portion of the issue price of the investment unit will be allocable to the Warrant and the balance shall be allocable to the Loans. Parent and Lender each agree to prepare their federal income tax returns in a manner
consistent with the foregoing and to cooperate with each other in determining such valuation and allocation approach and methodology, pursuant to Treas. Reg. § 1.1273. 

12.10 Relationship of Parties. The relationship between each Borrower and Lender is, and at all times shall remain, solely that of a borrower and
lender. Lender is not a partner or joint venturer of any Borrower; nor shall Lender under any circumstances be deemed to be in a relationship of confidence or trust or have a fiduciary relationship with any Borrower or any of its affiliates, or to
owe any fiduciary duty to any Borrower or any of its affiliates. Lender does not undertake or assume any responsibility or duty to any Borrower or any of its affiliates to select, review, inspect, supervise, pass judgment upon or otherwise inform
any of them of any matter in connection with its or their property, the Loans, any Collateral or the operations of any Borrower or any of its affiliates. Each Borrower and each of its affiliates shall rely entirely on their own judgment with respect
to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lender and neither Borrower nor any affiliate is
entitled to rely thereon. 
  

 12 








 12.11 Choice of Law and Venue; Jury Trial Waiver. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE BORROWERS AND LENDER HEREBY SUBMITS TO
THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS
LOCATED IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA.
EACH BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY
TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. 

12.12 Confidentiality. In handling any confidential or non-public information concerning any Borrower, Lender will maintain the confidentiality of
such information, but disclosure of information may be made (a) to Lender’s subsidiaries, partners or affiliates in connection with their business with each Borrower, provided they are bound by these confidentiality provisions, (b) to
prospective transferees or purchasers of any security interest in the loans, provided they are bound by these confidentiality provisions, (c) as required by law, regulation, subpoena, or other order; (d) as required in connection with
Lender’s examination or audit, provided that any person receiving confidential or non-public information is bound by these confidentiality provisions or similar regulations, and (e) as Lender considers appropriate in exercising remedies
under this Agreement, provided that any person receiving confidential or non-public information is bound by these confidentiality provision or similar regulations. Confidential information does not include information that either: (x) is in the
public domain or in Lender’s possession when disclosed to Lender, or becomes part of the public domain after disclosure to Lender, or (y) is disclosed to Lender by a third party, if Lender does not have actual knowledge that the third
party is prohibited from disclosing the information. 
 IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written. 
  

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	By:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	/s/ Scott Griffith	 		 	By:	 	/s/ Cristy Barnes
	Name:	 	Scott Griffith	 		 	Name:	 	Cristy Barnes
	Title:	 	CEO and Chairman	 		 	Title:	 	Managing Director
			
	ZIPCAR NEW YORK, INC.	 		 	
					
	By:	 	/s/ Scott Griffith	 		 		 	
	Name:	 	Scott Griffith	 		 		 	
	Title:	 	President	 		 		 	
			
	ZIPCAR WASHINGTON, INC.	 		 	
					
	By:	 	/s/ Scott Griffith	 		 		 	
	Name:	 	Scott Griffith	 		 		 	
	Title:	 	President	 		 		 	

  

 13 









									
	ZIPCAR CALIFORNIA, INC.	 		 	
					
	By:	 	/s/ Scott Griffith	 		 		 	
	Name:	 	Scott Griffith	 		 		 	
	Title:	 	President	 		 		 	
			
	ZIPCAR ON CAMPUS, INC.	 		 	
					
	By:	 	/s/ Scott Griffith	 		 		 	
	Name:	 	Scott Griffith	 		 		 	
	Title:	 	President	 		 		 	
			
	MOBILITY INC.	 		 	
					
	By:	 	/s/ Scott Griffith	 		 		 	
	Name:	 	Scott Griffith	 		 		 	
	Title:	 	President	 		 		 	
			
	FLEXCAR ATLANTA LLC	 		 	
					
	By:	 	/s/ Mark Norman	 		 		 	
	Name:	 	Mark Norman	 		 		 	
	Title:	 	President	 		 		 	

  

			
	Exhibit A	  	Collateral Description (Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta)
		
	Exhibit B	  	Form of Note (Parent)
		
	Exhibit C	  	Form of Common Stock Warrant (Parent)
		
	Exhibit D	  	Form of Notice of Borrowing (Parent)
		
	Exhibit E	  	Form of Incumbency Certificate (Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta)
		
	Exhibit F	  	Form of Officers Certificate (Parent)
		
	Exhibit G	  	ACH Authorization (Parent)
		
	Exhibit H	  	Form of Negative Pledge Agreement (Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta)
		
	Exhibit I	  	Control Agreement (Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta)
		
	Exhibit J	  	Stock Pledge Agreements (Zipcar Canada and Zipcar UK)

  

 14 









			
		
	Schedule 1	  	Disclosure Schedule

  

 15 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement including without limitation all obligations and liabilities of Debtor, or Zipcar New York, Inc., a Delaware corporation, Zipcar
Washington, Inc., a Delaware corporation, Zipcar California, Inc., a Delaware Corporation, Zipcar on Campus, Inc. a Delaware corporation, Mobility Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited liability
company arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the
terms of all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other
agreement between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 1 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor; (IV) restricted cash or similar cash equivalents, to the extent that any applicable pledge, security or similar agreement restricts Debtor
from granting a lien on such cash or cash equivalents; and (V) any of the Debtor’s rights under any lease or financing agreement with third parties permitted under the Loan and Security Agreement between Debtor and Secured Party dated
May 29, 2008 to the extent such lease or financing agreement restricts the Debtor from granting a lien on Debtor’s rights thereunder. “Intellectual Property” means, collectively, all rights, priorities and privileges of
the Debtor relating to intellectual property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether
arising under United States, multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work
thereof, whether published or unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the
same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or
Patent, all licenses or other rights to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property
rights in computer software and computer software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how,
software, data base, data, skill, expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for
and collect damages for such infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other
revenue obtained or owed from or on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party.

  

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	ZIPCAR, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 2 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar
Washington, Inc., a Delaware corporation, Zipcar California, Inc., a Delaware Corporation, Zipcar on Campus, Inc. a Delaware corporation, Mobility Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited liability
company arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the
terms of all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other
agreement between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 3 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States,
multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights
to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer
software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such
infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or
on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 

 

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	ZIPCAR NEW YORK, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 4 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar New
York, Inc., a Delaware corporation, Zipcar California, Inc., a Delaware Corporation, Zipcar on Campus, Inc. a Delaware corporation, Mobility Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited liability company
arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the terms of
all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other agreement
between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 5 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States,
multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights
to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer
software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such
infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or
on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 

 

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	ZIPCAR WASHINGTON, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 6 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar New
York, Inc., a Delaware corporation, Zipcar Washington, Inc., a Delaware Corporation, Zipcar on Campus, Inc. a Delaware corporation, Mobility Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited liability company
arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the terms of
all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other agreement
between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 7 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States,
multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights
to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer
software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such
infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or
on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 

 

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	ZIPCAR CALIFORNIA, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 8 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar New
York, Inc., a Delaware corporation, Zipcar Washington, Inc., a Delaware Corporation, Zipcar California, Inc. a Delaware corporation, Mobility Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited liability company
arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the terms of
all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other agreement
between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 9 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States,
multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights
to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer
software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such
infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or
on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 

 

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	ZIPCAR ON CAMPUS, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 10 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar New
York, Inc., a Delaware corporation, Zipcar Washington, Inc., a Delaware Corporation, Zipcar California, Inc. a Delaware corporation, Zipcar on Campus, a Delaware corporation, and Flexcar Atlanta LLC, a Delaware limited liability company arising
under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the terms of all
security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other agreement between
Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 11 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor; (IV) restricted cash or similar cash equivalents, to the extent that any applicable pledge, security or similar agreement restricts Debtor
from granting a lien on such cash or cash equivalents; (V) any of the Debtor’s rights under any lease or financing agreement with third parties permitted under the Loan and Security Agreement between Debtor and Secured Party dated
May 29, 2008 to the extent such lease or financing agreement restricts the Debtor from granting a lien on Debtor’s rights thereunder; and (VI) (a) any vehicles (“Financed Vehicles”) financed pursuant to that certain Lease
Financing Agreement dated as of August 3, 2007, as amended as of August 3, 2007, by and among Mobility, Inc and DaimlerChrysler Financial Services Americas LLC (the “Chrysler Agreement”) and (b) until such time as there are
no outstanding obligations of the Debtor under the Chrysler Agreement and Chrylser or its assignees has no further commitments to provide financing thereunder, all proceeds of any sale, exchange, lease or other disposition of the Financed Vehicles
and all leases related thereto, all receipts and rights against third parties for damage or other claims relating to the Financed Vehicles, all insurance proceeds relating to the Financed Vehicles, all chattel paper (including leases of the Financed
Vehicles), electronic chattel paper (including leases of the Financed Vehicles), accounts, instruments, promissory notes, supporting obligations, documents, payment intangibles with respect to the Financed Vehicles, including without limitation, all
rental and other payments under all leases of the Financed Vehicles. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual property, in any medium, of any kind or
nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States, multinational or foreign laws or otherwise, and
shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also
constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part
of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower
connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights to use any Copyrights, Trademarks or
Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer software products, mask works,
sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill, expertise, recipe, experience, process,
models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such infringement. Notwithstanding the foregoing,
Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or on account of the licensing or other
exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 
  


 12 









									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	MOBILITY INC.,	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
	a Washington corporation	 		 	BY:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,

its general partner

					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 13 








 EXHIBIT A 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and future
indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement, including without limitation all obligations and liabilities of Debtor, or Zipcar, Inc., a Delaware corporation, Zipcar New
York, Inc., a Delaware corporation, Zipcar Washington, Inc., a Delaware Corporation, Zipcar California, Inc. a Delaware corporation, Zipcar on Campus, a Delaware corporation, and Flexcar Atlanta LLC, a Delaware limited liability company arising
under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on proximate date herewith. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the terms of all
security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other security or other agreement between
Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR AND SECURED PARTY DATED AS OF MAY 29, 2008, including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
  

 14 








 All investment property; 

All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to any or all
of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in the form
of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all
of the foregoing. 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, (II) any vehicles owned or leased by any Debtor; and (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise
described in the Negative Pledge Agreement dated May 29, 2008 between the Secured Party and the Debtor. “Intellectual Property” means, collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether arising under United States,
multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark or Patent, all licenses or other rights
to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property rights in computer software and computer
software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to sue for and collect damages for such
infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or other revenue obtained or owed from or
on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party. 

 

									
	“DEBTOR”	 		 	“SECURED PARTY” 
			
	FLEXCAR ATLANTA LLC,	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
	a Delaware limited liability company	 		 	BY: 	 	LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,
		 		 		 	its general partner
					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 15 








 EXHIBIT B 

[                    ] 

SECURED PROMISSORY NOTE 

This SECURED PROMISSORY NOTE (this “Note”) is made
                    , 200__, by ZIPCAR, INC. (“Borrower”) in favor of
LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (collectively with its assigns, “Lender”). Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan
and Security Agreement No. 1221 between Borrower and Lender dated May 29, 2008 (the “Loan Agreement”). 

FOR VALUE RECEIVED, Borrower promises to pay in lawful money of the United States, to the order of Lender,
at 3555 Alameda de las Pulgas, Suite 200, Menlo Park, CA 94025, or such other place as Lender may from time to time designate (“Lender’s Office”), the principal sum of
$                     (the “Advance”), including interest on the unpaid balance and all other amounts due or to become due hereunder
according to the terms hereof and of the Loan Agreement. 
 “Basic Rate” a per annum rate of interest equal to
(i) 8% during the Interest Only Period and (ii) 7% on and after the Loan Commencement Date. 
 “Final Payment” means
7% of the Advance. 
 “Interest Only Period” means the period commencing on the date hereof and continuing until the Loan
Commencement Date. 
 “Liquidation Event” means any of: (i) a merger of Borrower with another
entity whereby the shareholders of Borrower owning at least 50% of the outstanding voting securities of Borrower immediately prior to such merger own less than 50% of the outstanding voting securities of Borrower immediately after such merger;
(ii) the sale (in one or a series of related transactions) of all or substantially all of Borrower’s assets; or (iii) any transaction (or series of related transactions) other than
through the sale of preferred stock to existing or future equity investors and other than through public offerings of the Borrower’s securities, whereby the shareholders of Borrower immediately prior to such transaction(s) own less than 50% of
the outstanding voting securities of Borrower immediately after such transaction(s). 
 “Loan Commencement Date” means
June 1, 2009. 
 “Maturity Date” means the last day of the Repayment Period, or if earlier, the date of prepayment under
the Note. 
 “Payment Date” means the first day of each calendar month. 

“Repayment Period” means the period beginning on the Loan Commencement Date and continuing for 36 calendar
months. 
 1. Repayment. Borrower shall pay principal and interest due hereunder from the Funding Date, until this Note is paid in
full, on each Payment Date pursuant to the terms of the Loan Agreement and this Note. Prior to the Loan Commencement Date, Borrower shall pay to Lender, monthly in advance on each Payment Date, interest on the principal amount of the Advance
calculated using the Basic Rate. Beginning on the Loan Commencement Date and on each Payment Date thereafter during the Repayment Period, Borrower shall make equal installments of principal and interest in advance, calculated at the Basic Rate. On
the Maturity Date, Borrower shall pay, in addition to all unpaid principal and interest outstanding hereunder, the Final Payment. 
 2.
Interest. Interest not paid when due will, to the maximum extent permitted under applicable law, become part of principal, at Lender’s option, and thereafter bear like interest as principal. All interest computation shall be based on a
360-day year and actual days elapsed. All Obligations not paid when due shall bear interest at the Default Rate unless waived in writing by Lender. All amounts paid hereunder will be applied to the Obligations in Lender’s discretion and as
provided in the Loan Agreement. 
  

 1 








 3. Prepayment. 

a. Mandatory Prepayment Upon a Liquidation Event. If a Liquidation Event shall occur, then Borrower shall within 60 days of such
Liquidation Event pay to Lender (i) the outstanding principal amount of the Note and any unpaid accrued interest, (ii) the Final Payment, and (iii) all other sums, if any, that shall have become due and payable
hereunder with respect to this Note. 
 b. Voluntary Prepayment. Any time after December 31, 2008, Borrower may
prepay all or any portion of the Note at its option if and only if Borrower pays to Lender (i) the outstanding principal amount of this Note and any unpaid accrued interest, (ii) the Final Payment, or prorated portion thereof
in the event of a partial prepayment, and (iii) all other sums, if any, that shall have become due and payable hereunder with respect to this Note. 

4. Collateral. This Note is secured by the Collateral. 

5. Waivers. Borrower, and all guarantors and endorsers of this Note, regardless of the time, order or place of signing, hereby waive notice,
demand, presentment, protest, and notices of every kind, presentment for the purpose of accelerating maturity, diligence in collection, and, to the fullest extent permitted by law, all rights to plead any statute of limitations as a defense to any
action on this Note. 
 6. Choice of Law; Venue. THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. EACH OF BORROWER AND LENDER HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN THE
CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA. BORROWER AND
LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS NOTE. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. 
 7. Miscellaneous. THIS NOTE MAY BE
MODIFIED ONLY BY A WRITING SIGNED BY BORROWER AND LENDER. Each provision hereof is severable
from every other provision hereof and of the Loan Agreement when determining its legal enforceability. Sections and subsections are titled for convenience, and not for construction. “Hereof,” “herein,” “hereunder,” and
similar words refer to this Note in its entirety. “Or” is not necessarily exclusive. “Including” is not limiting. The terms and conditions hereof inure to the benefit of and are binding upon the parties’ respective permitted
successors and assigns. This Note is subject to all the terms and conditions of the Loan Agreement. 
 IN WITNESS
WHEREOF, Borrower has caused this Note to be executed by a duly authorized officer as of the day and year first above written. 
  

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 2 








 EXHIBIT C 

WARRANT 

Filed as an Exhibit to Zipcar, Inc.’s Registration Statement on Form S-1 

 

 1 








 EXHIBIT D 

NOTICE OF BORROWING 

            ,
             
 Lighthouse Capital Partners VI, L.P. 

3555 Alameda de las Pulgas, Suite 200 
 Menlo
Park, CA 94025 
 Ladies and Gentlemen: 

Reference is made to the Loan and Security Agreement No. 1221 dated as of May 29, 2008 (as it has been and may be amended from
time to time, the “Loan Agreement,” initially capitalized terms used herein as defined therein), between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. and ZIPCAR,
INC. (the “Parent”), ZIPCAR NEW YORK, INC., ZIPCAR WASHINGTON, INC., ZIPCAR
CALIFORNIA, INC., ZIPCAR ON CAMPUS, INC., MOBILITY INC. and FLEXCAR ATLANTA
LLC (collectively, the “Company”) 
 The undersigned is the President and CEO of the Parent, and hereby
irrevocably requests an Advance under the Loan Agreement, and in that connection certifies as follows: 
 1. The amount of the
proposed Advance is $            . The business day of the proposed Advance is             . 

2. The Loan Commencement Date for this Advance shall be June 1, 2009. 

3. As of this date, no Event of Default, or event which with notice or the passage of time would constitute an Event of Default, has
occurred and is continuing, or will result from the making of the proposed Advance, and the representations and warranties of the Company contained in Section 5 of the Loan Agreement are true and correct in all material respects, and
except for any representations and warranties that speak as of a specific date and except for any amended Disclosure Schedule delivered to Lender or any other written disclosure sent to Lender pursuant to the terms of the Loan Agreement. 

4. No event that would reasonably be expected to have a material adverse effect on the ability of Company to fulfill its obligations
under the Loan Agreement has occurred since the date of the most recent financial statements, submitted to you by the Company. 

The Company agrees to notify you promptly before the funding of the Advance if any of the matters to which I have certified above shall
not be true and correct on the Funding Date. 
  

			
	Very truly yours,
	
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 1 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting Chairman and Chief Executive Officer of ZIPCAR, INC., a Delaware
corporation (the “Company”). 
 2. That on the date hereof, each person listed below holds the office in the Company
indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	Chairman and Chief Executive Officer	  	________________________________
			
	 Edward Goldfinger
	  	 Vice President, Chief Financial

Officer, Treasurer and
 Assistant
Secretary
	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	Chairman and Chief Executive Officer



I, the Assistant Secretary of the Company, do hereby certify that Scott Griffith is the duly qualified, elected and acting Chairman and
Chief Executive Officer of the Company and that the above signature is his or her genuine signature. 
 IN WITNESS WHEREOF, the
undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 
  

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Assistant Secretary


  

 1 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting President, Treasurer and Secretary of ZIPCAR NEW YORK,
INC., a Delaware corporation (the “Company”). 
 2. That on the date hereof, each person listed below
holds the office in the Company indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	President, Treasurer and Secretary	  	________________________________
	 _________________
	  	____________________________	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR NEW YORK, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President, Treasurer and Secretary



I, the Assistant Treasurer of the Zipcar, Inc, the parent corporation of Company, do hereby certify that Scott Griffith is the duly
qualified, elected and acting President, Treasurer and Secretary of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Assistant Secretary


  

 2 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting President, Treasurer and Secretary of ZIPCAR WASHINGTON,
INC., a Delaware corporation (the “Company”). 
 2. That on the date hereof, each person listed below
holds the office in the Company indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	President, Treasurer and Secretary	  	________________________________
	 _________________
	  	____________________________	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR WASHINGTON, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President, Treasurer and Secretary



I, the Assistant Secretary of Zipcar, Inc, the parent corporation of the Company, do hereby certify that Scott Griffith is the duly
qualified, elected and acting President, Treasurer and Secretary of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Assistant Secretary


  

 3 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting President, Treasurer and Secretary of ZIPCAR CALIFORNIA,
INC., a Delaware corporation (the “Company”). 
 2. That on the date hereof, each person listed below
holds the office in the Company indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	President, Treasurer and Secretary	  	________________________________
	 _________________
	  	____________________________	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR CALIFORNIA, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President, Treasurer and Secretary



I, the Assistant Secretary of Zipcar, Inc, the parent corporation of the Company, do hereby certify that Scott Griffith is the duly
qualified, elected and acting President, Treasurer and Secretary of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Assistant Secretary


  

 4 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting President, Treasurer and Secretary of ZIPCAR ON CAMPUS,
INC., a Delaware corporation (the “Company”). 
 2. That on the date hereof, each person listed below
holds the office in the Company indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	President, Treasurer and Secretary	  	________________________________
	 _________________
	  	____________________________	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR ON CAMPUS, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President, Treasurer and Secretary



I, the Assistant Secretary of Zipcar, Inc, the parent corporation of the Company, do hereby certify that Scott Griffith is the duly
qualified, elected and acting President, Treasurer and Secretary of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Assistant Secretary


  

 5 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Scott Griffith, hereby certifies that: 

1. He/She is the duly elected and acting President and Chief Executive Officer of MOBILITY INC., a Washington
corporation (the “Company”). 
 2. That on the date hereof, each person listed below holds the office in the Company
indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Scott Griffith
	  	 President and Chief Executive

Officer
	  	________________________________
			
	 Edward Goldfinger
	  	 Chief Financial Officer, Treasurer

and Secretary
	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Incorporation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as amended, as in effect as of the date
hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the Company
authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	MOBILITY INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President and Chief Executive Officer



I, the Chief Financial Officer, Treasurer and Secretary of the Company, do hereby certify that Scott Griffith is the duly qualified,
elected and acting President and Chief Executive Officer of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	MOBILITY INC.
		
	By:	 	 
	Name:	 	Edward Goldfinger
	Title:	 	Chief Financial Officer, Treasurer, and Secretary


  

 6 








 EXHIBIT E 

INCUMBENCY CERTIFICATE 

The undersigned, Mark Norman, hereby certifies that: 

1. He/She is the duly elected and acting Director of FLEXCAR ATLANTA LLC, a Delaware limited liability
company (the “Company”). 
 2. That on the date hereof, each person listed below holds the office in the Company
indicated opposite his or her name and that the signature appearing thereon is the genuine signature of each such person: 
  

					
	 NAME
	  	 OFFICE
	  	 SIGNATURE

	 Mark Norman
	  	Director	  	________________________________
	 _________________
	  	____________________________	  	________________________________

 3. Attached
hereto as Exhibit A is a true and correct copy of the Certificate of Formation of the Company, as amended, as in effect as of the date hereof. 

4. Attached hereto as Exhibit B is a true and correct copy of the Limited Liability Company Agreement of the Company, as amended, as
in effect as of the date hereof. 
 5. Attached hereto as Exhibit C is a copy of the resolutions of the Members of the
Company authorizing and approving the Company’s execution, delivery and performance of a loan facility with Lighthouse Capital Partners VI, L.P. 

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on May 29, 2008. 

 

			
	FLEXCAR ATLANTA LLC
		
	By:	 	 
	Name:	 	Mark Norman
	Title:	 	Director


 I, the President and Chief
Executive Officer of Mobility Inc., the parent corporation of the Company, do hereby certify that Mark Norman is the duly qualified, elected and acting Director of the Company and that the above signature is his or her genuine signature. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Incumbency Certificate on May 29, 2008. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	President and Chief Executive Officer


  

 7 








 EXHIBIT F 

OFFICER’S CERTIFICATE 

The undersigned, to induce LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
(“Lender”), to extend or continue financial accommodations to ZIPCAR, INC., a Delaware corporation, ZIPCAR NEW YORK, INC., a
Delaware corporation, ZIPCAR WASHINGTON, INC., a Delaware corporation, ZIPCAR CALIFORNIA, INC., a Delaware corporation, ZIPCAR
ON CAMPUS, INC., a Delaware corporation, MOBILITY INC., a Washington corporation, and FLEXCAR ATLANTA LLC, a Delaware limited
liability company ( collectively, the “Borrower”) pursuant to the terms of that certain Loan and Security Agreement dated May 29, 2008 (the “Loan Agreement”), hereby certifies that on the date hereof:

  

	 	1.	I am the duly elected and acting Chairman and Chief Executive Officer of Parent authorized to act, and signing below, on behalf of each Borrower.


  

	 	2.	I am a Responsible Officer of each Borrower as that term is defined in the Loan Agreement. 


 

	 	3.	The information submitted herewith is in fact what it purports to be. 


 

	 	4.	The information delivered herewith fairly presents the financial condition of the Borrower taken as a whole as of the respective dates reported on in such
information. 

  

	 	5.	The Borrowers taken as a whole are solvent and currently able to pay their debts (including trade debts) as they come due. 


 

	 	6.	Borrower and all Subsidiaries constitute a common enterprise, for whose benefit the Loans are being made and received. 


 

	 	7.	I understand that Lender is relying upon the truthfulness, accuracy and completeness hereof in connection with the Loan Agreement. 


 

	 	8.	I will advise you if it comes to my attention that, as of the date hereof, the information submitted herewith did not fairly present the financial condition of
the Borrower taken as a whole. 

 IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate
on                     . 
  

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	Chairman and Chief Executive Officer


  

 1 








 EXHIBIT G 

AUTHORIZATION FOR AUTOMATIC PAYMENT 

The undersigned ZIPCAR, INC. (“Borrower”) on behalf of itself and every Borrower, authorizes
LIGHTHOUSE CAPITAL PARTNERS VI, L.P. and any and all affiliated funds (collectively, “Lender”) and the bank / financial institution (“Bank”) named below to
initiate variable debit and/or credit entries to Borrower’s deposit, checking or savings accounts as designated below and to cause funds transfers to an account of Lender as payment of any and all amounts due under the Loan and Security
Agreement between Borrower and Lender dated May 29, 2008 (the “Loan Agreement”). 
 1. Lender is hereby authorized
to initiate variable debit and/or credit transactions and resulting funds transfers in Borrower’s designated accounts with respect to amounts calculated by Lender to be due and owing to Lender by Borrower periodically under the Loan Agreement.
Borrower consents to all such debit and/or credit transactions and resulting funds transfers and hereby authorizes Lender to take all such actions as may be required by Bank with respect to such transactions. Borrower acknowledges and agrees that
such credit and/or debit entries may be made in amounts due under the Loan Agreement in order to cause timely payments as required by the terms of the Loan Agreement. 

2. Borrower hereby authorizes Lender to release to Bank all information concerning Borrower that may be necessary or desirable for Bank to
investigate or recover any erroneous funds transfers that may occur. 
 3. Borrower acknowledges and agrees that all such debit and/or
credit transactions and funds transfers are intended to be made through an Automated Clearing House system and in compliance with the NACHA Rules and in compliance with Bank’s security procedures. 

4. Borrower represents and warrants that the account information set forth below is accurate and complete and that each of the account(s) set
forth below is a business account maintained in Borrower’s name and for Borrower’s account. 
 This Consent shall be effective as of
May 29, 2008 and shall remain in effect until the Loan Agreement has been terminated. Any cancellation by Borrower of this consent shall (i) be made in writing and (ii) delivered to Bank and Lender in such time as to afford Bank and
Lender a reasonable opportunity to act on said cancellation. 
  

							
	Silicon Valley Bank	  		  		  	
	(Name of Borrower’s Bank)	  		  		  	
				
	3003 Tasman Drive	  	Santa Clara	  	CA	  	95054
	(Address of Bank)	  	(City)	  	(State)	  	(Zip Code)
				
	Bank Routing Number	  	121140399	  		  	
		  	(between these symbols “ /:” “:/” on bottom left of check)
				
	Account Number:	  	3300614729	  	(checking  /  deposit  /  savings)	  	(circle one)

 Copy of a voided
check is attached to this form 
  

			
	 Borrower Name:
	  	ZIPCAR, INC.
	 Borrower Address:
	  	25 First Street,
4th Floor
		  	Cambridge, MA 02141
		
	Authorized by:	  	________________________
		  	Its: _____________________

  

 1 








 EXHIBIT H 

NEGATIVE PLEDGE AGREEMENT 

THIS NEGATIVE PLEDGE AGREEMENT is made as of
May 29, 2008, by and between ZIPCAR, INC., ZIPCAR NEW YORK, INC., ZIPCAR WASHINGTON, INC.,
ZIPCAR CALIFORNIA, INC., ZIPCAR ON CAMPUS, INC., MOBILITY INC. and FLEXCAR
ATLANTA LLC (collectively, “Borrower”) and LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”). 

In consideration of the Loan and Security Agreement between the parties of proximate date herewith (the “Loan Agreement”), Borrower
agrees as follows: 
 Except as otherwise permitted in the Loan Agreement, Borrower shall not sell, transfer, assign, mortgage, pledge, lease,
grant a security interest in, or encumber any of Borrower’s intellectual property, including, without limitation, the following: 
 (a)
Any and all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade
secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”); 
 (b) Any and all trade
secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held; 
  

	(c)	Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held; 


(d) All patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same (collectively, the “Patents”); 
 (e) Any trademark and
servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the
“Trademarks”); 
 (f) Any and all claims for damages by way of past, present and future infringements of any of the
rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above; 

(g) Any and all licenses or other rights to use any of the Copyrights, Patents or Trademarks and all license fees and royalties arising from such
use to the extent permitted by such license or rights 
 (h) Any and all amendments, extensions, renewals and extensions of any of the
Copyrights, Patents or Trademarks; and 
 (i) Any and all proceeds and products of the foregoing, including, without limitation, all
payments under insurance or any indemnity or warranty payable in respect of any of the foregoing. 
 It shall be an Event of Default under the
Loan Agreement if there is a breach of any term of this Negative Pledge Agreement. Borrower agrees to properly execute all documents reasonably required by Lender in order to fulfill the intent and purposes hereof. 

 

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
				
	By:	 	 	 		 	By: LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,
		 		 		 	its general partner
	Name:	 	 	 		 		 	
	Title:	 	 	 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 

  

 1 









									
	ZIPCAR NEW YORK, INC.	 		 	ZIPCAR WASHINGTON, INC.
					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 
			
	ZIPCAR CALIFORNIA, INC.	 		 	ZIPCAR ON CAMPUS, INC.
					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 
			
	MOBILITY INC.	 		 	FLEXCAR ATLANTA LLC.
					
	By:	 	 	 		 	By:	 	 
	Name:	 	 	 		 	Name:	 	 
	Title:	 	 	 		 	Title:	 	 

  

 2 








 EXHIBIT I 

CONTROL AGREEMENT 

[In form and substance acceptable to Lender in its reasonable discretion] 

 

 3 








 EXHIBIT J-1 AND J-2 

STOCK PLEDGE AGREEMENTS 

 

 4 








 STOCK PLEDGE AGREEMENT 

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of May 29, 2008, is made by ZIPCAR, INC., a Delaware corporation
(the “Pledgor”), in favor of LIGHTHOUSE CAPITAL PARTNERS VI, L.P., a Delaware limited partnership (“Pledgee”), with reference to the following: 

WHEREAS, Pledgor owes certain obligations of payment and performance to Pledgee pursuant to the terms of that certain Loan and Security
Agreement number 1221 dated May 29, 2008 (the “LSA”) collectively with all instruments entered into in connection therewith, and all as amended from time to time, the “Loan”; and collectively with the all other documents
entered in connection therewith, the “Loan Documents”); and 
 WHEREAS, Pledgor is the owner of 3,000 shares of common
stock of Zipcar Canada Inc., a Canadian corporation (“Company”) whose registered office address is 1 First Canadian Place, 100 King Street West, Toronto, ON M5X 1B2, and has agreed to pledge to Pledgee 1,950 shares equaling 65% of the
outstanding shares of the Company, evidenced by certificate no. 2 (collectively with all additional shares of stock of Company from time to time acquired by Pledgor in any manner but in any event not to exceed 65% of the outstanding shares of the
Company, the “Pledged Shares”); 
 WHEREAS, Pledgor by this Agreement pledges to Pledgee the Pledged Shares as more
fully set forth and agreed to below as a condition to the Loan; 
 NOW, THEREFORE, in consideration of the Loan Documents, and
the mutual promises herein contained and for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Rules of Construction. Terms not otherwise defined herein and defined in the California Uniform Commercial Code (the “UCC”)
shall have the meaning stated therein. “Hereof,” “herein,” “hereunder,” and similar words refer to this Agreement in its entirety. Sections, Exhibits and Schedules refer to Sections, Exhibits and Schedules of this
Agreement unless otherwise stated. “Or” is not necessarily exclusive. “Including” is not limiting. All accounting terms and computations will be construed in accordance with generally accepted accounting principles consistently
applied. 
 2. Creation of Security Interest. Pledgor hereby pledges to Pledgee, and grants to Pledgee a continuing security
interest in, all of the following property (collectively, the “Collateral”): (a) the Pledged Shares and the certificates representing the Pledged Shares, and all Dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, and (b) all present and future direct or indirect products and proceeds of the foregoing in whatever form and wherever located,
whether arising from a voluntary or involuntary event, including, without limitation, proceeds of proceeds, and all claims against third parties. 

3. The Obligations. The Collateral secures and will secure the prompt payment and performance by Pledgor of all of the Obligations (as
defined in the Loan) under the Loan Documents. 







 4. Perfection of Security Interest. Pledgee may do anything which it deems reasonably
necessary to perfect its interest in any Collateral. Without limiting the generality of the foregoing: 
 (a)
Delivery of Collateral. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Pledgee. Pledgee shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or, upon the occurrence of an Event
of Default, to register in the name of Pledgee or any of its nominees any or all of the Collateral, subject only to the revocable rights specified in Section 7(a). In addition, Pledgee shall have the right at any time to exchange certificates
or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. 

(b) Further Assurances. At any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Pledgee may request, in order to perfect and protect any security interest granted or purported to be granted hereby
or to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 

(c) Power of Attorney. Pledgor hereby irrevocably appoints Pledgee Pledgor’s attorney-in-fact and authorizes Pledgee,
with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, to exercise at any time in Pledgee’s discretion all or any of the following powers, at Pledgor’s sole expense, which powers of attorney, being
coupled with an interest, are irrevocable throughout the term hereof: (i) to take any action or to execute any instrument to accomplish the purposes hereof and to sign Pledgor’s name upon documents to be executed, recorded, or filed to
perfect or continue perfected Pledgee’s security interest in the Collateral, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any Dividend or any part thereof and to give full
discharge for the same; (ii) to file any claim, action, or proceeding deemed advisable with respect to any of the Collateral; and (iii) after an Event of Default or Default, to exercise any voting or other rights with respect to the stock
as determined by Pledgee in its sole and absolute discretion. Pledgor ratifies and approves all such acts. 
 (d)
Notification. Pledgee may at its option at any time, whether or not an Event of Default has occurred, notify any person or entity of Pledgee’s interest in the Collateral as required by Canadian law. 

5. Term of Security Interest. This Agreement and the rights granted to Pledgee herein will continue in full force and effect until the
final and indefeasible payment and performance in full of all Obligations. Upon such termination, Pledgee will, at Pledgor’s expense, execute and deliver to Pledgor such documents as Pledgor reasonably requests to evidence such termination,
including but not limited to UCC Termination Statements. 
 6. Representations and Warranties. Pledgor represents and warrants
that: 
 (a) Defaults. No Event of Default or Default has occurred. 

(b) Authority. This Agreement is valid, binding and enforceable against Pledgor in accordance with its terms. Pledgor is a
corporation duly incorporated under the laws of Delaware and has all corporate power, permits, legal authority, and intellectual property rights as are necessary to (i) 







 
conduct its business as now conducted, (ii) execute and deliver this Agreement and perform its obligations hereunder (iii) pledge the Collateral and (iv) permit the exercise by
Pledgee of the voting or other rights or remedies provided herein (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or laws affecting Pledgee specifically), and no
authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required. Pledgor is in good standing in each jurisdiction in which it conducts business. The person executing this
Agreement on behalf of Pledgor is duly authorized to do so. 
 (c) Validity. This Agreement creates a valid and
perfected first priority security interest in the Collateral, securing the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The pledge of the Collateral
pursuant hereto creates a valid and perfected first priority security interest in the Collateral, securing the Obligations. 

(d) Pledged Shares. The Pledged Shares have been, and the Dividends will be, duly authorized and validly issued and fully
paid and non-assessable. Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement. The Pledged Shares
constitute 65% of the issued and outstanding shares of stock of Company. 
 7. Voting Rights. So long as no Event of Default or
Default has occurred and is continuing, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms hereof. Pledgee shall
execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to
exercise. Upon an Event of Default or Default, all rights of Pledgor to exercise such voting and other consensual rights shall cease, and all such rights shall thereupon become vested in Pledgee, who shall thereupon have the sole right to exercise
such voting and other consensual rights. 
 8. Dividends. So long as any Obligations remain outstanding, whether or not the time
for performance or payment thereof shall have expired, Pledgor shall not be entitled to receive any dividend, interest, instrument, distribution, exchange or conversion payable in cash, property, securities or otherwise, received, receivable or
otherwise distributed, automatically or otherwise, in respect of, in connection with, or in exchange or conversion for, any Collateral, including without limitation securities deliverable upon recapitalization, reclassification, adjustment, merger
or consolidation (collectively, “Dividends”), and upon the occurrence and during the continuance of an Event of Default, all Dividends shall be forthwith delivered to Pledgee to hold as Collateral and shall, if received by Pledgor, be
received in trust for the benefit of Pledgee and segregated from Pledgor’s other property or funds and be forthwith delivered in kind to Pledgee as Collateral, with any endorsement or other mark required by Pledgee for the protection of its
interests or the exercise of its rights hereunder. 







 9. Covenants. Pledgor covenants that, except with the prior written consent of Pledgee to
the contrary: 
 (a) Transfers. Pledgor will not (i) sell or otherwise dispose of, or grant any option with
respect to, any of the Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except for the security interest hereunder. 

(b) Issuances. Pledgor will (i) cause Company not to issue any stock or other securities in addition to or in
substitution for the Pledged Shares issued by Company and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of Company. 

(c) Notification. Pledgor will give Pledgee thirty days’ prior written notice of any change of its address, name or
form of business organization. Before changing the same, Pledgor will execute and deliver to Pledgee such financing statements and other documents as Pledgee may require to continue the perfection of its security interest in the Collateral.

 (d) Collateral Taxes. Pledgor will pay when due, indemnify and hold harmless, and reimburse Pledgee for, on an
after-tax basis, all Collateral Taxes. “Collateral Taxes” means all foreign, federal, state, provincial and local taxes, assessments, and other governmental charges of any kind, and any interest, fines or penalties thereon, which may be
levied, directly or indirectly, with respect to any Collateral or its delivery, ownership, possession, documentation, or other disposition or upon the receipts or earnings arising therefrom, regardless of whether levied against Pledgee or Pledgor.
Pledgor will execute and deliver to Pledgee, on demand, appropriate certificates attesting to the payment or deposit thereof. Pledgee may, but is not obligated to, pay any Collateral Taxes without waiving the foregoing indemnity. Pledgor may, after
proper payment of Collateral Taxes, at its own expense contest the same in good faith with the appropriate taxing authority, provided that said contest is not adverse to Pledgee, does not in any way put at risk Pledgee’s interest herein or in
any Collateral and does not create the risk of any further Collateral Taxes. 
 (e) Reports. Pledgor will furnish
Pledgee with such information and copies of such documents relating to this Agreement, Pledgor, Company, or the Collateral as Pledgee may reasonably request from time to time. 

10. Security Interest Absolute. All rights of Pledgee and the security interest granted hereby, and all obligations of Pledgor hereunder,
are absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any amendment to, or waiver of, or any consent to any departure
from, any Loan Document; (c) any exchange, release or non perfection of any interest in, collateral for, or property subject to any Loan Document, or any release under, amendment to, or waiver of, or consent to departure from, any guaranty for
all or any Loan Document; (d) Pledgor’s bankruptcy, insolvency, reorganization, liquidation or any discharge or modification of Obligations under any Loan Document; or (e) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, Pledgor or a third party pledgor against Pledgee. Pledgee may release, surrender or substitute any Collateral, property or other security; or accept any type of further Collateral or security, without in any
way affecting the Obligations. Consent is hereby given to delay or indulgence in enforcing payment or performance of any of the Obligations. 







 11. Reinstatement. This Agreement will remain in full force and effect and continue to be
effective should (a) any petition be filed by or against Pledgor for liquidation or reorganization, (b) Pledgor become insolvent or make an assignment for the benefit of creditors or (c) a receiver or trustee be appointed for all or
any significant part of Pledgor’s assets. This Agreement and the Obligations will continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or
performance had not been made. 
 12. Pledgee’s Duties and Standard of Care. Pledgee shall have no responsibility for
(i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to Collateral, whether or not Pledgee has actual knowledge of such matters, or (ii) taking any necessary steps
to preserve rights against any parties with respect to any Collateral. Pledgee’s powers hereunder are conferred solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Neither Pledgee nor
any of its officers or their partners, officers, directors, employees, designees, agents or counsel, will be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct, nor under any circumstances have any liability to Pledgor for lost profits or other special or consequential damages. Notwithstanding anything to the contrary herein, in no event shall the limited partners of
any partnership on whose behalf Pledgee acts, or fails to act, have any liability or obligations hereunder. 
 13. Expenses;
Indemnity. Pledgor will indemnify, reimburse, defend and hold Pledgee harmless from and against any and all costs, expenses, actions, claims, demands, losses, judgments, attorneys’ fees (including allocated in-house legal expenses), and
liabilities of any kind incurred in connection with, relating to or arising out of this Agreement or the Collateral, whether arising before or after the commencement of any insolvency or bankruptcy proceedings, including without limitation those
incurred (a) in relation to any provision hereof, (b) upon any Event of Default or the exercise of any remedy herein or any enforcement of this Agreement or Pledgee’s interest in the Collateral, (c) in the event of Pledgor’s
insolvency or bankruptcy, (d) in defense of any litigation or any action in the nature of voidable preference or fraudulent conveyance, or (e) to remove or contest any lien or security interest or right of another against any Collateral;
except arising out of Pledgee’s gross negligence or willful misconduct. Pledgor will reimburse Pledgee for all amounts due hereunder, together with interest thereon accruing five days after notice thereof at the lower of the Default Rate (as
defined in the Loan Documents) or the highest rate permitted under applicable law. If Pledgor fails to pay or perform any of its obligations hereunder, Pledgee at any time may, but is not obligated to, pay or perform the same without waiving any
Event of Default or Default or any of Pledgee’s rights or remedies. Pledgor hereby authorizes and approves all such advances and payments. 

14. Events Of Default. The occurrence of an “Event of Default” under the LSA shall at Pledgee’s option constitute an
“Event of Default” pursuant to this Agreement. A “Default” is an event that, with the passing of time or the giving of notice, or both, would become an Event of Default. 







 15. Remedies. Upon the occurrence of any Event of Default, and so long as such Event of
Default has not been cured, Pledgee may, without notice or demand, do any one or more of the following, all of which are authorized by Pledgor: 

(a) Foreclosure. Pledgee may exercise all the rights and remedies of a secured party on default under the UCC or the
Personal Property Security Act (Ontario) (the “PPSA”) (whether or not the UCC or the PPSA applies to the affected Collateral), including foreclosure on the Collateral in any way permitted by law, and also may: (i) without notice
except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Pledgee’s offices, Pledgor’s premises, at any exchange, broker’s board, or elsewhere, for cash, on credit
or for future delivery, by way of one or more contracts or transactions, and upon such other terms as Pledgee may deem commercially reasonable. Pledgee shall not be not obligated to make any sale of Collateral regardless of notice of sale having
been given. It is not necessary that the Collateral be present at any such sale. Pledgee may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. 
 (b) Notice of Disposition of Collateral. Pledgor agrees that
commercial reasonableness and good faith require Pledgee to give Pledgor no more than ten days prior written notice of (i) the time and place of any public disposition of Collateral or (ii) the time after which any private disposition is
to be made. 
 (c) Application of Proceeds. The proceeds from any sale or other disposition of Collateral by
Pledgee may, at Pledgee’s discretion, be held by Pledgee as Collateral, and then or at any time thereafter applied in whole or in part to: 

(1) First. Amounts due to Pledgee pursuant to the terms hereof. If the sum realized from the exercise by Pledgee of its
remedies hereunder is not sufficient to pay all such amounts, Pledgor hereby agrees to pay any deficiency to Pledgee upon demand. 

(2) Second. After payment of the aforesaid, the balance, if any, to pay the Obligations in Pledgee’s sole and
absolute discretion, despite contrary instructions which Pledgee may receive from any third party. 
 (3) Third.
The surplus remaining, if any, to Pledgor. 
 (d) Remedies Cumulative; Pledgee Nonwaiver. Pledgee’s rights
and remedies hereunder and under all other agreements are cumulative. No exercise by Pledgee of one right or remedy is an election, and no waiver by Pledgee of any Event of Default is a continuing waiver. Pledgee’s delay or omission to exercise
any right or remedy is not a waiver thereof or of any other right or remedy. A waiver on one occasion is not a bar to or waiver of any right or remedy on any other occasion. Any power or authority granted to Pledgee hereunder is additionally granted
to any and all designees, agents, officers, partners, directors, employees, attorneys and accountants of Pledgee. 

(e) Election of Remedies. To the extent that any Obligations are now or hereafter secured by property other than the
Collateral or by a guarantee, endorsement or property of any other entity, then Pledgee has the right to proceed against such other property, guarantee or endorsement upon an Event of Default, and the sole discretion to determine which rights,
actions, security, liens, security 







 
interests or remedies to pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of the remainder of the Obligations or any of
Pledgee’s rights or Pledgor’s obligations hereunder. 
 16. WAIVERS. Pledgor hereby irrevocably waives all of the
following: 
 (a) Any right to assert against Pledgee as a defense, counterclaim, set-off or crossclaim, any
defense (legal or equitable), set-off, counterclaim, crossclaim and/or other claim (i) which Pledgor may now or at any time hereafter have against any party liable to Pledgee in any way or manner, or (ii) arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity and/or enforceability of any Loan Document, or any security interest. 

(b) The right, if any, to require Pledgee to (i) proceed against any person liable for any of the Obligations as a
condition to or prior to proceeding hereunder; and (ii) foreclose upon, sell or otherwise realize upon or collect or apply any other property, real or personal, securing any of the Obligations, as a condition to, or prior to proceeding
hereunder. 
 (c) If Pledgee seeks to take possession of any or all of the Collateral by judicial process:
(1) any bond and any surety or security relating thereto which is otherwise required by any statute, court rule or otherwise as an incident to such possession; (2) any demand for possession prior to the commencement of any suit or action
to recover possession thereof; and (3) any requirement that Pledgee retain possession and not dispose of any such Collateral until after trial or final judgment. 

17. CHOICE OF LAW AND FORUM; WAIVER OF JURY TRIAL. This Agreement has been entered into and performance is due in the State of
California. This Agreement, all transactions hereunder, and all rights and liabilities of the parties hereto shall be governed and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating
to this Agreement or its performance shall be tried and litigated at Pledgee’s election in the State and Federal Courts in the County of San Francisco. Pledgor waives any right it may have to assert the doctrine of forum non conveniens or to
object to venue to the extent any proceeding is brought in accordance with this Section. PLEDGEE AND PLEDGOR EACH HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY CASE, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING HERETO,
ANY DOCUMENTS DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, TORT OR BREACH OF DUTY CLAIMS. No provision hereof shall limit Pledgee’s right to (a) exercise self-help
remedies such as set-off or (b) seek provisional or ancillary remedies, including without limitation writs or actions for possession, attachment, detinue or relief from stay, from a court of competent jurisdiction before, after, or during the
pendency of any proceeding. If any agent appointed by Pledgor refuses or is unavailable to accept service or process, Pledgor hereby agrees that service upon it as provided in the Notices Section shall constitute sufficient notice. Nothing herein
shall affect the right of Pledgee to serve process in any other manner permitted by law or to bring proceedings against Pledgor in the courts of any other jurisdiction otherwise available by law. 

18. Notices. Any notice or demand hereunder shall be effective only if in writing and delivered either personally, by Federal Express,
United States certified mail, return receipt requested, or telefacsimile transmission, at the following addresses and telefacsimile numbers or as the parties shall 







 
notify each other from time to time pursuant to this Section. For Pledgee: 3555 Alameda de las Pulgas, Suite 200, Menlo Park, California 94025, Attention: Contracts Administration. For Pledgor:
25 First Street, 4th Floor, Cambridge, Massachusetts
02141. All document delivery costs and expenses, including without limitation charges for Federal Express, telefacsimile, and messenger, shall be borne by Pledgor. Notice by mail shall be deemed effective on the third day after deposit with the
United States Postal Service; notice by telefacsimile shall be deemed effective and received at the time stated on the telefacsimile confirmation slip printed by the sender’s telefacsimile machine; otherwise notice shall be deemed effective
upon receipt. 
 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of which taken together shall constitute one and the same instrument. 
 20. Integration Clause. This Agreement
constitutes the entire agreement and understanding of the Pledgor and Pledgee with respect to their subject matter. All prior understandings, whether oral or written, are hereby superceded, merged hereinto, and replaced hereby. THIS AGREEMENT MAY BE
MODIFIED ONLY BY A WRITING SIGNED BY ALL PARTIES HERETO. To the extent any provision hereof renders ineffective and unenforceable any of the Obligations or any Loan Document, that provision shall be severed from the remainder hereof such that this
Agreement may be construed to carry out its essential purpose of providing collateral security to the Pledgee for the Loan Documents. There are no intended third-party beneficiaries. 

21. Successors and Assigns. All of the rights, privileges, remedies and options given to Pledgee hereunder shall inure to the benefit of
its successors and assigns; and all of the terms, conditions, warranties, and representations hereof shall inure to the benefit of and bind the representatives, successors and assigns of Pledgee and Pledgor. 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the date first above written. 
  

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
				
	a Delaware corporation	 		 	By:	 	Lighthouse Management Partners VI, L.L.C. its general partner
			
	(“Pledgor”)	 		 	(“Pledgee”)
					
	By	 	 /s/ Scott W. Griffith
	 		 	By	 	/s/ Cristy Barnes
	Its	 	 Scott W. Griffith
	 		 	Its	 	Managing Director
			
	ACKNOWLEDGED AND AGREED:	 		 	
			
		 		 	 Zipcar Canada Inc.
  

a Canadian corporation
  

(“Company”)

					
		 		 		 	By	 	 /s/ Scott W. Griffith

		 		 		 	Its	 	President
					
		 		 		 	By	 	 /s/ Edward Goldfinger

		 		 		 	Its	 	Treasurer & Secretary








 SHARE PLEDGE AGREEMENT 

THIS SHARE PLEDGE AGREEMENT (this “Agreement”), dated as of May 29, 2008, is made by ZIPCAR, INC., a Delaware corporation
(the “Pledgor”), in favor of LIGHTHOUSE CAPITAL PARTNERS VI, L.P., a Delaware limited partnership (“Pledgee”), with reference to the following: 

WHEREAS, Pledgor owes certain obligations of payment and performance to Pledgee pursuant to the terms of that certain Loan and Security
Agreement number 1221 dated May 29, 2008 (the “Loan Agreement” and collectively with all instruments entered into in connection therewith, and all as amended from time to time, the “Loan”; collectively with the all other
documents entered in connection therewith, the “Loan Documents”); and 
 WHEREAS, Pledgor is the owner of 100 ordinary
shares of Zipcar (UK) Limited, a company incorporated under the laws of England and Wales with company number 059117878 whose registered office address is Alder Castle, 10 Noble Street, London EC2V 7QJ, United Kingdom (“Company”), and has
agreed to pledge to Pledgee 65 shares evidencing 65% of the outstanding shares, evidenced by certificate no. 3 (the “Pledged Shares”); 

WHEREAS, Pledgor by this Agreement pledges to Pledgee the Pledged Shares as more fully set forth and agreed to below as a condition to
the Loan; 
 NOW, THEREFORE, pursuant to the Loan Documents, and in consideration of the mutual promises herein contained and
for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Rules of Construction. Terms not otherwise defined herein and defined in the California Uniform Commercial Code (the “UCC”)
shall have the meaning stated therein. “Hereof,” “herein,” “hereunder,” and similar words refer to this Agreement in its entirety. Sections, Exhibits and Schedules refer to Sections, Exhibits and Schedules of this
Agreement unless otherwise stated. “Or” is not necessarily exclusive. “Including” is not limiting. All accounting terms and computations will be construed in accordance with generally accepted accounting principles consistently
applied. 
 2. Creation of Security Interest. Pledgor hereby pledges to Pledgee, and grants to Pledgee a continuing security
interest in, all of the following property (collectively, the “Collateral”): (a) the Pledged Shares and all Dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Pledged Shares, (b) all cash or other property that comes into the possession of Pledgee in which a security interest may be perfected by possession; and (c) all present and future direct or indirect
products and proceeds of the foregoing in whatever form and wherever located, whether arising from a voluntary or involuntary event, including, without limitation, proceeds of proceeds, and all claims against third parties. 

3. The Obligations. The Collateral secures and will secure the prompt payment and performance by Pledgor and Company of all of
obligations under the Loan Documents excluding any obligations under the Warrant (as defined in the Loan Agreement), any stockholder agreement, management rights letter, or registration rights agreement to which Lender is made a party and any
inchoate indemnity obligations (the “Obligations”). 
 4. Perfection of Security Interest. Pledgee may do anything
which it deems reasonably necessary to perfect its interest in any Collateral. Without limiting the generality of the foregoing: 

(a) Delivery of Collateral. All certificates or instruments representing or evidencing the Collateral shall be delivered
to and held by Pledgee pursuant hereto and shall be accompanied by a duly executed instrument of transfer in blank together with any other documents relating to the Collateral which Pledgee requires,








 
all in form and substance reasonably satisfactory to Pledgee. Pledgee shall have the right, at any time in its discretion and without notice to Pledgor, upon the occurrence of an Event of
Default, to transfer to or register in the name of Pledgee or any of its nominees any or all of the Collateral. In addition, Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations. 
 (b) Further Assurances. At any time and from
time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Pledgee may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 

(c) Power of Attorney. Pledgor hereby irrevocably appoints Pledgee Pledgor’s attorney-in-fact and authorizes Pledgee,
with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, to exercise at any time in Pledgee’s discretion all or any of the following powers, at Pledgor’s sole expense, which powers of attorney, being
coupled with an interest, are irrevocable throughout the term hereof: (i) to take any action or to execute any instrument to accomplish the purposes hereof and to sign Pledgor’s name upon documents to be executed, recorded, or filed to
perfect or continue perfected Pledgee’s security interest in the Collateral, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any Dividend or any part thereof and to give full
discharge for the same; (ii) during the continuance of an Event of Default, to settle any claim or other matter with respect to any insurance concerning the Collateral, and to obtain at Pledgor’s expense and adjust insurance required to be
paid hereunder; (iii) during the continuance of an Event of Default, to file any claim, action, or proceeding deemed advisable with respect to any of the Collateral; and (iv) after an Event of Default or Default, to exercise any voting or
other rights with respect to the shares as determined by Pledgee in its sole and absolute discretion. Pledgor ratifies and approves all such acts. 

(d) Notification. Pledgee may at its option at any time, whether or not an Event of Default has occurred, notify any
person or entity of Pledgee’s interest in the Collateral. 
 5. Term of Security Interest. This Agreement and the rights
granted to Pledgee herein will continue in full force and effect until the final and indefeasible payment and performance in full of all Obligations. Upon such termination, Pledgee will, at Pledgor’s expense, execute and deliver to Pledgor such
documents as Pledgor reasonably requests to evidence such termination, including but not limited to UCC Termination Statements. 

6. Representations and Warranties. Pledgor represents and warrants that: 

(a) Defaults. No Event of Default or Default has occurred. 

(b) Authority. This Agreement is valid, binding and enforceable against Pledgor in accordance with its terms. Pledgor is a
corporation duly incorporated under the laws of Delaware and has all corporate power, permits, legal authority, and intellectual property rights as are necessary to (i) conduct its business as now conducted except as would not reasonably be
likely to have a material adverse effect on the Pledgor, (ii) execute and deliver this Agreement and perform its obligations hereunder (iii) pledge the Collateral and (iv) permit the exercise by Pledgee of the voting or other rights
or remedies provided herein (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or laws affecting Pledgee specifically), and no authorization, approval, or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required. Pledgor is in good standing in each jurisdiction in which it conducts business. The person executing this Agreement on behalf of Pledgor is duly authorized
to do so. 
 (c) Validity. This Agreement creates a valid and perfected first priority security interest in the
Collateral, securing the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The pledge of the Collateral pursuant hereto creates a valid and perfected first
priority security interest in the Collateral, securing the Obligations. 







 (d) Pledged Shares. The Pledged Shares have been, and the Dividends will be,
duly authorized and validly issued and fully paid. Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this
Agreement. The Pledged Shares constitute the entire issued share capital of Company. 
 7. Voting Rights. So long as no Event of
Default or Default has occurred and is continuing, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms hereof;
provided, however, that Pledgor shall give Pledgee five days advance notice of the manner in which it intends to exercise such rights and not exercise or refrain from exercising any such right if, in Pledgee’s judgment, acting reasonably, such
action would have a material adverse effect on the value of the Collateral or any part thereof, provided, however, such notice shall only be required to be given with respect to an extraordinary transaction concerning the Collateral or the
Company. Pledgee shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which
it is entitled to exercise. Upon an Event of Default or Default, all rights of Pledgor to exercise such voting and other consensual rights shall cease, and all such rights shall thereupon become vested in Pledgee, who shall thereupon have the sole
right to exercise such voting and other consensual rights. 
 8. Dividends. So long as any Obligations remain outstanding,
whether or not the time for performance or payment thereof shall have expired, Pledgor shall not be entitled to receive any dividend, interest, instrument, distribution, exchange or conversion payable in cash, property, securities or otherwise,
received, receivable or otherwise distributed, automatically or otherwise, in respect of, in connection with, or in exchange or conversion for, any Collateral, including without limitation securities deliverable upon recapitalization,
reclassification, adjustment, merger or consolidation (collectively, “Dividends”), and all Dividends shall be forthwith delivered to Pledgee to hold as Collateral and shall, if received by Pledgor, be received in trust for the benefit of
Pledgee and segregated from Pledgor’s other property or funds and be forthwith delivered in kind to Pledgee as Collateral, with any endorsement or other mark required by Pledgee for the protection of its interests or the exercise of its rights
hereunder. 
 9. Covenants. Pledgor covenants that, except with the prior written consent of Pledgee to the contrary:

 (a) Transfers. Pledgor will not (i) sell or otherwise dispose of, or grant any option with respect to,
any of the Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except for the security interest hereunder. 

(b) Issuances. Pledgor will (i) cause Company not to issue any shares or other securities in addition to or in
substitution for the Pledged Shares issued by Company and (it) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, 65% of any and all additional shares or other securities of Company. 

(c) Notification. Pledgor will give Pledgee thirty days’ prior written notice of any change of its address, name or
form of business organization. Before changing the same, Pledgor will execute and deliver to Pledgee such financing statements and other documents as Pledgee may reasonably require to continue the perfection of its security interest in the
Collateral. 
 (d) Collateral Taxes. Pledgor will pay when due, indemnify and hold harmless, and reimburse
Pledgee for, on an after-tax basis, all Collateral Taxes. “Collateral Taxes” means all foreign, federal, state and local taxes, assessments, and other governmental charges of any kind, and any interest, fines or penalties








 
thereon, which may be levied, directly or indirectly, with respect to any Collateral or its delivery, ownership, possession, documentation, or other disposition or upon the receipts or earnings
arising therefrom, regardless of whether levied against Pledgee or Pledgor. Pledgor will execute and deliver to Pledgee, on demand, appropriate certificates attesting to the payment or deposit thereof. Pledgee may, but is not obligated to, pay any
Collateral Taxes without waiving the foregoing indemnity. Pledgor may, after proper payment of Collateral Taxes, at its own expense contest the same in good faith with the appropriate taxing authority, provided that said contest is not adverse to
Pledgee, does not in any way put at risk Pledgee’s interest herein or in any Collateral and does not create the risk of any further Collateral Taxes. 

(e) Reports. Pledgor will furnish Pledgee with such information and copies of such documents relating to this Agreement,
Pledgor, Company, or the Collateral as Pledgee may reasonably request from time to time. 
 10. Security Interest Absolute. All
rights of Pledgee and the security interest granted hereby, and all obligations of Pledgor hereunder, are absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or
instrument relating thereto; (b) any amendment to, or waiver of, or any consent to any departure from, any Loan Document; (c) any exchange, release or non perfection of any interest in, collateral for, or property subject to any Loan
Document, or any release under, amendment to, or waiver of, or consent to departure from, any guaranty for all or any Loan Document; (d) Pledgor’s bankruptcy, insolvency, reorganization, liquidation or any discharge or modification of
Obligations under any Loan Document; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor or a third party pledgor against Pledgee. Pledgee may release, surrender or substitute any
Collateral, property or other security; or accept any type of further Collateral or security, without in any way affecting the Obligations. Consent is hereby given to delay or indulgence in enforcing payment or performance of any of the Obligations.

 11. Reinstatement. This Agreement will remain in full force and effect and continue to be effective should (a) any
petition be filed by or against Pledgor for liquidation or reorganization, (b) Pledgor become insolvent or make an assignment for the benefit of creditors or (c) a receiver or trustee be appointed for all or any significant part of
Pledgor’s assets. This Agreement and the Obligations will continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been
made. 
 12. Pledgee’s Duties and Standard of Care. Pledgee shall have no responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to Collateral, whether or not Pledgee has actual knowledge of such matters, or (ii) taking any necessary steps to preserve rights against
any parties with respect to any Collateral, except to act in good faith. Pledgee’s powers hereunder are conferred solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Neither Pledgee
nor any of its officers or their partners, officers, directors, employees, designees, agents or counsel, will be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct, nor under any circumstances have any liability to Pledgor for lost profits or other special or consequential damages. Notwithstanding anything to the contrary herein, in no event shall the limited partners
of any partnership on whose behalf Pledgee acts, or fails to act, have any liability or obligations hereunder. 
 13. Expenses;
Indemnity. Pledgor will, on an after-tax basis, indemnify, reimburse, defend and hold Pledgee harmless from and against any and all costs, expenses, actions, claims, demands, losses, judgments, attorneys’ fees, and liabilities of any kind
incurred in connection with, relating to or arising out of this Agreement or the Collateral, whether arising before or after the commencement of any insolvency or bankruptcy proceedings, 







 
including without limitation those incurred (a) in relation to any provision hereof, (b) upon any Event of Default or the exercise of any remedy herein or any enforcement of this
Agreement or Pledgee’s interest in the Collateral, (c) in the event of Pledgor’s insolvency or bankruptcy, (d) in defense of any litigation or any action in the nature of voidable preference or fraudulent conveyance, or
(e) to remove or contest any lien or security interest or right of another against any Collateral. Pledgor will reimburse Pledgee for all amounts due hereunder, together with interest thereon accruing five days after notice thereof at the lower
of eighteen percent per annum or the highest rate permitted under applicable law. If Pledgor fails to pay or perform any of its obligations hereunder, Pledgee at any time may, but is not obligated to, pay or perform the same without waiving any
Event of Default or Default or any of Pledgee’s rights or remedies. Pledgor hereby authorizes and approves all such advances and payments. 

14. Events Of Default. The occurrence of an “Event of Default” under the Loan Agreement shall at Pledgee’s option
constitute an “Event of Default” pursuant to this Agreement. A “Default” is an event that, with the passing of time or the giving of notice, or both, would become an Event of Default. 

15. Remedies. Upon the occurrence of any Event of Default, and so long as such Event of Default has not been cured, Pledgee may, without
notice or demand, do any one or more of the following, all of which are authorized by Pledgor: 
 (a)
Foreclosure. Pledgee may exercise all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral), including foreclosure on the Collateral in any way permitted by law, and also may:
(i) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Pledgee’s offices, Pledgor’s premises, at any exchange, broker’s board, or
elsewhere, for cash, on credit or for future delivery, by way of one or more contracts or transactions, and upon such other terms as Pledgee may deem commercially reasonable. Pledgee shall not be not obligated to make any sale of Collateral
regardless of notice of sale having been given. It is not necessary that the Collateral be present at any such sale. Pledgee may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. 
 (b) Notice of Disposition
of Collateral. Pledgor agrees that commercial reasonableness and good faith require Pledgee to give Pledgor no more than ten business days prior written notice of (i) the time and place of any public disposition of Collateral or (ii) the
time after which any private disposition is to be made. 
 (c) Application of Proceeds. The proceeds from any
sale or other disposition of Collateral by Pledgee may, at Pledgee’s discretion, be held by Pledgee as Collateral, and then or at any time thereafter applied in whole or in part to: 

(1) First. Amounts due to Pledgee pursuant to the terms hereof. If the sum realized from the exercise by Pledgee of its
remedies hereunder is not sufficient to pay all such amounts, Pledgor hereby agrees to pay any deficiency to Pledgee upon demand. 

(2) Second. After payment of the aforesaid, the balance, if any, to pay the Obligations in Pledgee’s sole and
absolute discretion, despite contrary instructions which Pledgee may receive from any third party. 
 (3) Third.
The surplus remaining, if any, to Pledgor. 
 (d) Remedies Cumulative; Pledgee Nonwaiver. Pledgee’s rights
and remedies hereunder and under all other agreements are cumulative. No exercise by Pledgee of one right or remedy is an election, and no waiver by Pledgee of any Event of Default is a continuing waiver. Pledgee’s delay or omission to exercise
any right or remedy is not a waiver thereof or of any other right or remedy. A waiver on one occasion is not a bar to or waiver of any right or remedy on any other occasion. Any power or authority granted to Pledgee hereunder is additionally granted
to any and all designees, agents, officers, partners, directors, employees, attorneys and accountants of Pledgee. 







 (e) Election of Remedies. To the extent that any Obligations are now or
hereafter secured by property other than the Collateral or by a guarantee, endorsement or property of any other entity, then Pledgee has the right to proceed against such other property, guarantee or endorsement upon an Event of Default, and the
sole discretion to determine which rights, actions, security, liens, security interests or remedies to pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of the remainder of the
Obligations or any of Pledgee’s rights or Pledgor’s obligations hereunder. 
 16. WAIVERS. Pledgor hereby irrevocably
waives all of the following: 
 (a) Any right to assert against Pledgee as a defense, counterclaim, set-off or
crossclaim, any defense (legal or equitable), set-off, counterclaim, crossclaim and/or other claim (i) which Pledgor may now or at any time hereafter have against any party liable to Pledgee in any way or manner, or (ii) arising directly
or indirectly from the present or future lack of perfection, sufficiency, validity and/or enforceability of any Loan Document, or any security interest. 

(b) The right, if any, to require Pledgee to (i) proceed against any person liable for any of the Obligations as a
condition to or prior to proceeding hereunder; and (ii) foreclose upon, sell or otherwise realize upon or collect or apply any other property, real or personal, securing any of the Obligations, as a condition to, or prior to proceeding
hereunder. 
 (c) If Pledgee seeks to take possession of any or all of the Collateral by judicial process:
(1) any bond and any surety or security relating thereto which is otherwise required by any statute, court rule or otherwise as an incident to such possession; (2) any demand for possession prior to the commencement of any suit or action
to recover possession thereof; and (3) any requirement that Pledgee retain possession and not dispose of any such Collateral until after trial or final judgment. 

17. CHOICE OF LAW AND FORUM; WAIVER OF JURY TRIAL. This Agreement has been entered into and performance is due in the State of
California. This Agreement, all transactions hereunder, and all rights and liabilities of the parties hereto shall be governed and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating
to this Agreement or its performance shall be tried and litigated at Pledgee’s election in the State and Federal Courts in the County of San Francisco. Pledgor waives any right it may have to assert the doctrine of forum non conveniens or to
object to venue to the extent any proceeding is brought in accordance with this Section. PLEDGEE AND PLEDGOR EACH HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY CASE, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING HERETO,
ANY DOCUMENTS DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, TORT OR BREACH OF DUTY CLAIMS. No provision hereof shall limit Pledgee’s right to (a) exercise self-help
remedies such as set-off or (b) seek provisional or ancillary remedies, including without limitation writs or actions for possession, attachment, detinue or relief from stay, from a court of competent jurisdiction before, after, or during the
pendency of any proceeding. If any agent appointed by Pledgor refuses or is unavailable to accept service or process, Pledgor hereby agrees that service upon it as provided in the Notices Section shall constitute sufficient notice. Nothing herein
shall affect the right of Pledgee to serve process in any other manner permitted by law or to bring proceedings against Pledgor in the courts of any other jurisdiction otherwise available by law. 







 18. Notices. Any notice or demand hereunder shall be effective only if
in writing and delivered either personally, by Federal Express, United States certified mail, return receipt requested, or telefacsimile transmission, at the following addresses and telefacsimile numbers or as the parties shall notify each other
from time to time pursuant to this Section. For Pledgee: 3555 Alameda de las Pulgas, Suite 200, Menlo Park, California 94025, Attention: Contracts Administration. For Pledgor: 20 25 First Street,
4th Floor, Cambridge, MA 02121, Attention: Chief Financial
Officer. All document delivery costs and expenses, including without limitation charges for Federal Express, telefacsimile, and messenger, shall be borne by Pledgor. Notice by mail shall be deemed effective on the third day after deposit with the
United States Postal Service; notice by telefacsimile shall be deemed effective and received at the time stated on the telefacsimile confirmation slip printed by the sender’s telefacsimile machine; otherwise notice shall be deemed effective
upon receipt. 
 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of which taken together shall constitute one and the same instrument. 
 20. Integration Clause. This Agreement
constitutes the entire agreement and understanding of the Pledgor and Pledgee with respect to their subject matter. All prior understandings, whether oral or written, are hereby superceded, merged hereinto, and replaced hereby. THIS AGREEMENT MAY BE
MODIFIED ONLY BY A WRITING SIGNED BY ALL PARTIES HERETO. To the extent any provision hereof renders ineffective and unenforceable any of the Obligations or any Loan Document, that provision shall be severed from the remainder hereof such that this
Agreement may be construed to carry out its essential purpose of providing collateral security to the Pledgee for the Loan Documents. There are no intended third-party beneficiaries. 

21. Successors and Assigns. All of the rights, privileges, remedies and options given to Pledgee hereunder shall inure to the benefit of
its successors and assigns; and all of the terms, conditions, warranties, and representations hereof shall inure to the benefit of and bind the representatives, successors and assigns of Pledgee and Pledgor. 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the date first above written. 
  

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
				
	a Delaware corporation	 		 	By:	 	 Lighthouse Management Partners VI, L.L.C.

its general partner

			
	(“Pledgor”)	 		 	(“Pledgee”)
					
	By	 	/s/ Scott W. Griffith	 		 	By	 	/s/ Cristy Barnes
	Its	 	Chairman / CEO	 		 	Its	 	Managing Director








 SCHEDULE 1 

DISCLOSURE SCHEDULE 

DEPOSIT AND SECURITIES ACCOUNTS 

 

							
	 	  	 Account Information:
	  	 Contact Information for

Account:
	  	 Account
Ownership

	  
 Account Number

1

(Checking Account)
	  	 Bank Name: Cambridge Trust Company

Address: 1336 Massachusetts Ave
 City,
State, Zip: Cambridge, MA 02138
 Phone: 617-441-1590

Fax: 617-441-1520
 Type of Account:
Checking
 Account number: 58187901
	  	 Contact Name: Eliot Klein

Phone: 617-441-1590
 Fax:
617-441-1520
 E-mail: Eliot.Klein@cambridgetrust.com
	  	Zipcar, Inc.
				
	  
 Account Number

2
 (Zero
Balance Checking Account)
	  	 Bank Name: Cambridge Trust Company

Address: 1336 Massachusetts Ave
 City,
State, Zip: Cambridge, MA 02138
 Phone: 617-441-1590

Fax: 617-441-1520
 Type of Account:
Checking
 Account number: 58187902
	  	 Contact Name: Eliot Klein

Phone: 617-441-1590
 Fax:
617-441-1520
 E-mail: Eliot.Klein@cambridgetrust.com
	  	Zipcar, Inc.
				
	  
 Account Number

3
 (Sweep
Account)
	  	 Bank Name: Cambridge Trust Company

Address: 1336 Massachusetts Ave
 City,
State, Zip: Cambridge, MA 02138
 Phone: 617-441-1590

Fax: 617-441-1520
 Type of Account:
Sweep Account
 Account number: 60-5818-79-8
	  	 Contact Name: Eliot Klein

Phone: 617-441-1590
 Fax:
617-441-1520
 E-mail: Eliot.Klein@cambridgetrust.com
	  	Zipcar, Inc.
				
	  
 Account Number

4

(Investment Account)
	  	 Bank Name: Lehman Brothers

Address: 125 High Street
 City, State,
Zip: Boston, MA 02110
 Phone: 877-535-9267

Fax:
 Type of Account: Financial
Resource Account
 Account number: 834-76102
	  	 Contact Name: Fitzgerald, James

Phone: 617-342-4187
 Fax:
646-885-9712
 E-mail: jafitzge@lehman.com
	  	Zipcar, Inc.

  

 1 









							
	  
 Account Number

5

(Investment Account –British Pounds)
	  	 Bank Name: Lehman Brothers

Address: 125 High Street
 City, State,
Zip: Boston, MA 02110
 Phone: 877-535-9267

Fax:
 Type of Account: Foreign Exchange
Account
 Account number: 35881627
	  	 Contact Name: Fitzgerald, James

Phone: 617-342-4187
 Fax:
646-885-9712
 E-mail: jafitzge@lehman.com
	  	Zipcar (UK) Limited
				
	  
 Account Number

6

(Investment Account –Canadian Dollars)
	  	 Bank Name: Lehman Brothers

Address: 125 High Street
 City, State,
Zip: Boston, MA 02110
 Phone: 877-535-9267

Fax:
 Type of Account: Foreign Exchange
Account
 Account number: 35881628
	  	 Contact Name: Fitzgerald, James

Phone: 617-342-4187
 Fax:
646-885-9712
 E-mail: jafitzge@lehman.com
	  	Zipcar Canada Inc.
				
	  
 Account Number

7

(Checking Account)
	  	 Bank Name: Bank of America

Address
 City, State, Zip: Seattle,
WA
 Phone: 206-358-5166

Fax:
 Type of Account: Checking

 Account number: 22486500
	  	 Contact Name:
 Phone:
206-358-5166
 Fax:

E-mail:
	  	Mobility, Inc.
				
	  
 Account Number

8

(Checking Account)
	  	 Bank Name: Bank of America

Address
 City, State, Zip: Seattle,
WA
 Phone: 206-358-5166

Fax:
 Type of Account: Checking

 Account number: 69985109
	  	 Contact Name:
 Phone:
206-358-5166
 Fax:

E-mail:
	  	Mobility, Inc.
				
	  
 Account Number

9

(Checking Account)
	  	 Bank Name: Bank of America

Address
 City, State, Zip: Seattle,
WA
 Phone: 206-358-5166

Fax:
 Type of Account: Checking

 Account number: 11613403
	  	 Contact Name:
 Phone:
206-358-5166
 Fax:

E-mail:
	  	Mobility, Inc.
				
	  
 Account Number

10

(Checking Account)
	  	 Bank Name: Bank of America

Address
 City, State, Zip: Seattle,
WA
 Phone: 206-358-5166

Fax:
 Type of Account: Checking

 Account number: 11615408
	  	 Contact Name:
 Phone:
206-358-5166
 Fax:

E-mail:
	  	Mobility, Inc.

  

 2 









							
	  
 Account Number

11

(Checking Account)
	  	 Bank Name: Bank of America

Address
 City, State, Zip: Seattle,
WA
 Phone: 206-358-5166

Fax:
 Type of Account:

Account number: 3657002
	  	 Contact Name:
 Phone:
206-358-5166
 Fax:

E-mail:
	  	Mobility, Inc.
				
	  
 Account Number

12

(CD)
	  	 Bank Name: Bank of America

Address: 800 Fifth Avenue, Floor 36

City, State, Zip: Seattle, WA 98104

Phone: (206) 358-0586

Fax:
 Type of Account: restricted cash
pledged to Bank of America to secure letter of credit number 3077144 issued to Union Leasing
 Account nos: 21918986,
2158138
	  	 Contact Name: Kaye Shields

Phone: (206) 358-0586

Fax:
 E-mail:
Kaye.M.Shields@bankofamerica.com
	  	Mobility, Inc.
				
	  
 Account Number

13

(CD)
	  	 Bank Name: Bank of America

Address: 800 Fifth Avenue, Floor 36

City, State, Zip: Seattle, WA 98104

Phone: (206) 358-0586

Fax:
 Type of Account: restricted cash
pledged to Bank of America to secure letter of credit number 3081863 issued to Gelco Corporation (GE Leasing)
 Account number:
22088214
	  	 Contact Name: Kaye Shields

Phone: (206) 358-0586

Fax:
 E-mail:
Kaye.M.Shields@bankofamerica.com
	  	Mobility, Inc.
				
	  
 Account Number

14

(Checking Account)
	  	 Bank Name: Bank of Montreal

Address: 55 Bloor Street West
 City,
State, Zip: Toronto ON M5X 1K7
 Phone: (416) 927-4464

Fax:
 Type of Account: Checking

 Account number: 0389 1193-371
	  	 Contact Name: Mark Ipek

Phone: (416) 927-4464

Fax:
 E-mail:
	  	Zipcar Canada Inc.
				
	  
 Account Number

15

(Checking Account)
	  	 Bank Name: Barclays

Address: 50 Pall Mall
 City, State,
Zip: London, SW1A 1QA, UK
 Phone: +44 (0) 7775 547609

Fax:
 Type of Account:
Current
 Account number: 70910597, Sort: 206759
	  	 Contact Name:
 Phone:
+44 (0) 7775 547609
 Fax: +44 (0) 20 7599 4632

E-mail:
	  	Zipcar (UK) Limited

  

 3 









							
	  
 Account Number

16

(Savings Account)
	  	 Bank Name: Barclays

Address: 50 Pall Mall
 City, State,
Zip: London, SW1A 1QA, UK
 Phone: +44 (0) 7775 547609

Fax:
 Type of Account:
Deposit
 Account number: 00247987, Sort: 206759
	  	 Contact Name:
 Phone:
+44 (0) 7775 547609
 Fax: +44 (0) 20 7599 4632

E-mail:
	  	Zipcar (UK) Limited
				
	  
 Account Number

17

(CD)
	  	 Bank Name: KeyBank

Address: 4910 Tiedeman Rd.
 City,
State, Zip: Cleveland, OH 44144
 Phone: 216-813-3692

Fax: 216-813-3719
 Type of Account:
restricted cash account
 Account number: S312163
	  	 Contact Name: Thomas Stich

Phone: (802) 660-4270

Fax:
 E-mail:
Thomas_Paul_Stich@KeyBank.com
	  	Zipcar, Inc.
				
	  
 Account Number

18
 (ACH
Account)
	  	 Bank Name: Silicon Valley Bank

Address: 3003 Tasman Drive
 City,
State, Zip: Santa Clara, CA 95054
 Phone: (408) 654-7400

Fax: (617) 969-5965
 Type of Account:
Checking
 Account number: 3300614729
	  	 Contact Name: Katie Marshall

Phone: (617) 630-4120
 Fax: (617)
969-5965
 E-mail: KMarshall@svb.com
	  	Zipcar, Inc.

 Note: accounts listed above do not
include the escrow account established pursuant to that certain Escrow Agreement dated as of May 2006, as amended, by and among Goodwin Capital LLC., Gelco Corporation and the escrow agent party thereto. 

PERMITTED LIENS 

Existing Liens on the assets of the Borrowers evidenced by the financing statements described below: 

 

			
	DEBTOR:	  	ZIPCAR, INC.
	JURISDICTION:	  	DELAWARE, SECRETARY OF STATE

  

									
	 Secured Party
	  	Original
Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	Gelco Corporation d/b/a GE Fleet Services	  	60646539	  	02/23/06	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds


 

 4 









									
	KeyBank National Association	  	64416707	  	12/18/06	  	Original	  	Accounts held at or by KeyBank National Association, together with all rights, income, revenues, proceeds and profits therefrom, including interest or other payments, and all bank
deposit accounts, investment property, instruments and general intangibles related thereto and proceeds
					
	HSH Nordbank AG, New York Branch and Gelco Corporation d/b/a GE Fleet Services	  	20072671716	  	06/27/07	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds

  

			
	DEBTOR:	  	MOBILITY, INC.
	JURISDICTION:	  	WASHINGTON, DEPARTMENT OF LICENSING

  

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	VenCore Solutions LLC	  	2003-225-8804-4	  	08/12/03	  	Original	  	Equipment Lease Agreement: all personal property and/or equipment, including fixtures, subject to the lease and proceeds
					
	VenCore Solutions LLC	  	2003-225-8803-7	  	08/12/03	  	Original	  	All furniture, equipment and fixtures owned by debtor prior to 7/31/03, and all substitutions and accessions thereto and proceeds
					
	VenCore Solutions LLC	  	2003-265-9693-9	  	09/22/03	  	Original	  	Equipment Lease Agreement: all personal property and/or equipment, including fixtures, subject to the lease, and proceeds
					
	VenCore Solutions LLC	  	2003-272-1890-8	  	09/29/03	  	Original	  	Equipment Lease Agreement: all personal property and/or equipment, including fixtures, subject to the lease, and proceeds
					
	VenCore Solutions LLC	  	2004-103-7969-1	  	04/12/04	  	Original	  	Equipment Lease Agreement: all personal property and/or equipment, including fixtures, subject to the lease, and proceeds
					
	VenCore Solutions LLC	  	2004-125-4743-2	  	05/03/04	  	Original	  	Equipment Lease Agreement: all personal property and/or equipment, including fixtures, subject to lease, and proceeds
					
	Portland Leasing Company, LLC	  	2004-156-4108-3	  	06/04/04	  	Original	  	Mazda Miata 2002

  

 5 









									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	Axis Capital, Inc.	  	2006-034-1314-0	  	02/03/06	  	Original	  	Equipment
					
	Axis Capital, Inc.	  	2006-034-1313-3	  	02/03/06	  	Original	  	Equipment
					
	US Bancorp	  	2006-039-2253-6	  	02/07/06	  	Original	  	Equipment
					
	US Bancorp	  	2006-100-9510-0	  	04/10/06	  	Original	  	Equipment
					
	 Gelco Corporation d/b/a GE

Fleet Services
	  	2006-150-3969-7	  	05/30/06	  	Original	  	Accounts relating to Vehicles, Chattel Paper arising from Vehicles, Inventory consisting of Vehicles, Equipment consisting of Vehicles and General Intangibles relating to Vehicles,
Products and Proceeds
					
	US Bancorp	  	2006-235-2818-3	  	08/21/06	  	Original	  	Equipment
					
	Subaru Acceptance Corp.	  	2007-170-7707-8	  	06/18/07	  	Original	  	Vehicle Collateral, and all instruments, deposit accounts, letter of credit rights, claims, contract rights and general intangibles, etc. relating to the Vehicle Collateral and
proceeds
					
	Inter-Tel Leasing Inc.	  	2007-199-6181-8	  	07/18/07	  	Original	  	Axxess Telephone System
					
	DaimlerChrysler Financial Services Americas, LLC	  	2007-208-8698-8	  	07/27/07	  	Original	  	All vehicles, etc., proceeds, instruments, accounts, notes, general intangibles, claims, relating to the vehicles and proceeds
					
	US Bancorp	  	2007-222-2993-6	  	08/10/07	  	Original	  	Equipment

  

	 	•	 	 Cash or cash equivalents with Bank of America used to secure letters of credit in favor of GE Fleet and Union Leasing in connection with leased
vehicles in the aggregate principal amount of up to $1.5 million 


  

	 	•	 	 Cash or cash equivalents with Key Bank used to secure letter of credit in favor of GE Fleet in connection with leased vehicles - £330 thousand



 SUBSIDIARIES 

 

	 	•	 	 Zipcar New York, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar Washington, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar California, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar on Campus, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Mobility Inc., a Washington corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Flexcar Atlanta LLC, a Delaware limited liability company, is an 85% owned subsidiary of Mobility, Inc. 



 

	 	•	 	 Zipcar Canada, Inc., a company organized under the laws of Canada, is a wholly-owned subsidiary of Zipcar, Inc. 



 

 6 









	 	•	 	 Zipcar (UK) Limited, a corporation organized under the laws of England and Wales, is a wholly-owned subsidiary of Zipcar, Inc.



 PRIOR NAMES 

 

	 	•	 	 Mobility, Inc. was formerly known as CarShare Seattle, Inc. 



LITIGATION AND ADMINISTRATIVE PROCEEDINGS 

 

	 	•	 	 Meirav Kesher Hadadi, Ltd. v. Zipcar, Inc., Mobility Inc. d/b/a Flexcar, and I-Go, No. 07 C 7282, U.S. District Court for the Northern District of
Illinois – Complaint against Zipcar, Inc., Mobility, Inc. and I-GO alleging infringement of certain patents held by Meirav related to car-sharing services. 



 

	 	•	 	 Equal Rights Center and Rosemary Ciotti v. Zipcar, Inc., District of Columbia and Emeka C. Moneme, Director of D.C. Department of Transportation,
No. 07-cv-01823, U.S. District Court for the District of Columbia and Equal Rights Center and Rosemary Ciotti v. Mobility, Inc., d/b/a Flexcar, District of Columbia and Emeka C. Moneme, Director of D.C. Department of Transportation,
No. 07-cv-01824, U.S. District Court for the District of Columbia – Complaint against Zipcar, Inc., Mobility, Inc., and the District of Columbia alleging violations of the Americans with Disabilities Act and the D.C. Human Rights Act with
respect to services offered by Zipcar and Flexcar and subsidized by the District of Columbia. 


  

	 	•	 	 Jordana Beebe v. Mobility, Inc. d/b/a Flexcar, 37-2007-00072462-CU-OE-CTL, Superior Court, County of San Diego, California, removed to the U.S.
District Court for the Southern District of California – Ms. Beebe, a former employee of Mobility, Inc., alleged that she was misclassified as an exempt employee when she was both the General Manager and Residential Program Manager for
Mobility, Inc., prior to its merger with Zipcar, Inc. 


  

	 	•	 	 Melissa Hebert v. Zipcar, Inc. and Mobility, Inc. d/b/a Flexcar – Ms. Hebert, a former employee of Mobility, Inc., filed an arbitration demand on
December 7, 2007 alleging that she was misclassified as an exempt employee when she was the Fleet Manager in Los Angeles, California for Mobility, Inc. prior to its merger with Zipcar, Inc. 



 

	 	•	 	 Margret Kemp v. Zipcar, Inc. and Mobility, Inc. d/b/a Flexcar – Ms. Kemp, a former employee of Mobility, Inc., filed an arbitration demand on
December 10, 2007 alleging that she was misclassified as an exempt employee when she was the Member Care Manager and then the Community Outreach Coordinator in Los Angeles, California for Mobility, Inc., prior to its merger with Zipcar, Inc.



  

	 	•	 	 Julian Espiritu v. Zipcar, Inc., No. 08-2054, Superior Court, County of Suffolk, Massachusetts – Mr. Espiritu, a former employee of
Zipcar, filed a complaint on May 6, 2008 seeking declaratory judgment with respect to the enforceability of a Non-Competition and Non-Solicitation agreement between Zipcar and Mr. Espiritu 



 

	 	•	 	 During the normal course of business, accidents involving Borrower’s automobiles have occurred. Borrower has no pending or, to the knowledge of
Borrower, any threatened litigation regarding those accidents. Borrower’s insurance carrier is responding to such accidents as appropriate, and would be required to respond to any such litigation. 



BUSINESS PREMISES 
  

					
	 	  	 Each Location Address where Lighthouse Capital
Partners
has financed assets:
	  	 Landlord/Property Management
Information:

	 Current

Headquarters

(Location 1)
	  	 Contact Name: Edward Goldfinger

Address: 25 First Street,
4th Floor

City, State, Zip: Cambridge, MA 02141

Phone: (617) 995-4231
 Fax: (617)
995-4300
	  	 Contact Name: L.A. Richards

Company Name: 25 First Street LLC

Address: 31 Milk Street, Ste 901
 City,
State, Zip: Boston, MA 02109
 Phone: (617) 933-8222

Fax: (617-451-1144

			
	 Location

2

(Atlanta)
	  	 Contact Name: Liz Wattenberg, General Mgr.

Company Name: Flexcar Atlanta LLC

Address: 191 Peachtree St. NE, Ste LWL01

City, State, Zip: Atlanta, GA 30303

Phone: (404) 817-3599
 Fax: (404)
223-2970
	  	 Contact Name: Rebekah Conley

Company Name: One Ninety One Peachtree Associates, c/o Cousins Properties Incorp.

Address: 191 Peachtree St NE
 City,
State, Zip: Atlanta, GA 30303
 Phone: (404) 230-7466

Fax: (404) 522-5580


  

 7 









					
	 Location

3

(Boston)
	  	 Contact Name: Dan Curtin, General Manager

Company Name: Zipcar, Inc.
 Address: 18
Tremont St. Suite 605
 City, State, Zip: Boston, MA 02108

Phone: (617) 933-5070
 Fax: (617)
720-0020
	  	 Contact Name: Joan Cappadona

Company Name: Tremont Investors LP, c/o BPG Management Co. LP

Address: 770 Township Line Rd., Suite 150

City, State, Zip: Yardley, PA 19067

Phone: (781) 577-2704
 Fax: (781)
577-2711

			
	 Location

4

(Chicago)
	  	 Contact Name: Steve Bishop, General Manager

Company Name: Zipcar, Inc.
 Address:
160 N. Wabash Ave.
 City, State, Zip: Chicago, IL 60601

Phone: (312) 589-6300
 Fax: (312)
589-6306
	  	 Contact Name: Neal Todd

Company Name: InterPark Incorporated

Address: 14695 Collection Center Drive

City, State, Zip: Chicago, IL 60693

Phone: (312) 935-2800
 Fax: (312)
935-2777

			
	 Location

5
 (New
York)
	  	 Contact Name: Joel Johnson, General Manager

Company Name: Zipcar New York, Inc.

Address: 1265 Broadway,
2nd Floor

City, State, Zip: New York, NY 10001-3536

Phone: (646) 616-3688
 Fax: (212)
691-0107
	  	 Contact Name: Melissa Greenberg

Company Name: 1265 Broadway LLC

Address: c/o BHT Corp, 21 West
46th St.
1st Fl

City, State, Zip: New York, NY 10036

Phone: (212) 944-8416
 Fax: (212)
944-9887

			
	 Location

6

(Philadelphia

New location in 7/08)
	  	 Contact Name: Jeremy Nelson, General Manager

Company Name: Zipcar Inc.
 Address: 218
South Twelfth St
 City, State, Zip: Philadelphia, PA 19107

Phone: (267) 322-3539
 Fax: (267)
861-6587
	  	 Contact Name: Don Meginley

Company Name: Preservation Initiatives

Address: 235 Market Street
 City,
State, Zip: Wilmington DE 19801
 Phone: (215) 280-7216

Fax: (302) 658-0503

			
	 Location

6

(Philadelphia

Moving 7/08)
	  	 Contact Name: Jeremy Nelson, General Manager

Company Name: Mobility, Inc.
 Address:
100 North 17th St., Suite 1200

City, State, Zip: Philadelphia, PA 19103

Phone: (267) 322-3539
 Fax: (267)
861-6587
	  	 Contact Name:

Company Name: 1701 Partners, LP

Address: PO Box 8500, Lockbox 7386

City, State, Zip: Philadelphia, PA 19178-7386

Phone:
 Fax:

			
	 Location

7

(Pittsburg)
	  	 Contact Name: Jenna Cox, General Manager

Company Name: Mobility, Inc.
 Address:
429 Forbes Av, Suite 1606
 City, State, Zip: Pittsburg, PA 15219

Phone: (412) 475-5897
 Fax: (412)
288-2564
	  	 Contact Name: David Koltash

Company Name: Union Real Estate

Address: 429 Forbes Av,
15th Floor

City, State, Zip: Pittsburg, PA 15219

Phone: (412) 288-7800
 Fax: (412)
288-7813

			
	 Location

8

(Portland)
	  	 Contact Name: Bill Scott, General Manager

Company Name: Mobility, Inc.
 Address:
808 SW Third Av, Suite 480
 City, State, Zip: Portland, OR 97204

Phone: (503) 328-3539
 Fax: (503)
241-3076
	  	 Contact Name: Cheryl Cockrall

Company Name: PAE Consulting Engineers, Inc.

Address: 808 SW Third Av, Suite 300

City, State, Zip: Portland, OR 97204

Phone: 503-226-2921
 Fax:
503-226-2930


  

 8 









					
	 Location

9
 (San
Francisco)
	  	 Contact Name: Genevieve Jopanda, General Mgr

Company Name: Zipcar, Inc.
 Address:
191 2nd Street

City, State, Zip: San Francisco, CA 94105

Phone: (415) 495-7478
 Fax: (415)
495-1161
	  	 Contact Name: Norm Weil

Company Name: Helsten Properties LLC

Address: 975 Vista Road
 City, State,
Zip: Hillsborough, CA 94010
 Phone: (650) 692-6335

Fax: (650) 342-9345

			
	 Location

10

(Seattle)
	  	 Contact Name: Dani Icekson

Company Name: Mobility, Inc.
 Address:
400 Yesler Way, Suite 600
 City, State, Zip: Seattle, WA 98104-9643

Phone: (617) 995-4235
 Fax: (617)
995-4300
	  	 Contact Name: Katy Sugano

Company Name: Samis Land
 Address: 208
James St. Suite C
 City, State, Zip: Seattle, WA 98104

Phone: (206) 622-3363
 Fax: (206)
622-4918

			
	 Location

11

(Washingon, DC)
	  	 Contact Name: Ellice Perez, General Manager

Company Name: Zipcar, Inc.
 Address:
403 8th St. NW

City, State, Zip: Washington, DC 20004

Phone: (202) 737-4900
 Fax: (202)
737-4976
	  	 Contact Name: Larry Rappaport

Company Name: 717 D Street Associates

Address: 320 Lakeview Ave
 City, State,
Zip: Ringwood, NJ 07456
 Phone: (973) 257-9999

Fax: (973) 257-9955

			
	 Location

12

(London)
	  	 Contact Name: Paul McLoughlin, General Mgr

Company Name: Zipcar (UK) Limited

Address: 167 Borough High Street
 City,
State, Zip: London SE1 1HR England
 Phone: 0207 940 7499

Fax: 0207 681 3233
	  	 Contact Name: Don Riley

Company Name: St Margarets Hill Properties UK Ltd

Address: 1 Chapel Court
 City, State,
Zip: London, UK SE1 HH
 Phone/Fax: 0207 407 5388

			
	 Location

13

(Toronto)
	  	 Contact Name: Michael Lende, General Manager

Company Name: Zipcar Canada Inc.

Address: 147 Spadina Av, Suite 205

City, State, Zip: Toronto ON M5V 2L7

Phone: (416) 977-9008
 Fax: (415)
977-2793
	  	 Contact Name: Roslyn Judd

Company Name: 458728 Ontario Limited

Address: 119 Spadina Ave, Suite 401

City, State, Zip: Toronto, ON M5V 2L1

Phone: (416) 593-6420
 Fax: (416)
593-6375

			
	 Location

14

(Vancouver)
	  	 Contact Name: AnnMarie MacKinnon, Regional Marketing Manager

Company Name: Zipcar Canada Inc.

Address: Suite 280, 601 W. Cordova

City, State, Zip: Vancouver, BC V6B 1G1

Phone: (604) 697-0550
 Fax: (604)
697-0560
	  	 Contact Name: Jeff Bunker

Company Name: Ontrea Inc.
 Address: Ste
1020, 200 Granville Street
 City, State, Zip: Vancouver BC V6C 1S4

Phone: (604) 646-8026
 Fax: (604)
646-8025

			
	 Location

15
 (MA
CoLo)
	  	 Contact Name: Yvette M. Sullivan

Company Name: Internap - MA
 Address:
43 Thorndike St 1st floor

City, State, Zip: Cambridge MA 02141

Phone: (617) 374-4920

Fax:
	  	 Contact Name: N/A

Company Name:
 Address:

City, State, Zip:

Phone:

Fax:


  

 9 









					
	 Location

16

(UK CoLo)
	  	 Contact Name: Karl Mooney

Company Name: Internap–London, TeleCity c/o Internap

Address: 9 Harbour Exchange Square, Isle of Dogs, Docklands

City, State, Zip: London, E14 9GE

Phone: 07799-864-241
 Fax: (404)
589-4900
	  	 Contact Name: N/A

Company Name:
 Address:

City, State, Zip:

Phone:
 Fax:

			
	 Location

17

(Flexcar CoLo)
	  	 Contact Name: Kurt Widman

Company Name: Adhost Internet
 Address:
140 Fourth Avenue North, #360
 City, State, Zip: Seattle, WA 98109

Phone: (206) 404-9000
 Fax: (206)
404-9050
	  	 Contact Name: N/A

Company Name:
 Address:

City, State, Zip:

Phone:

Fax:


  

 10 








 ANNEX 1 

INSURANCE 
  

				
	 Insurance Policy
	  	Coverage
	 Commercial Auto Liability
	  	$	1,000,000
	 US Workers’ Compensation
	  	$	1,000,000
	 Automobile Physical Damage
	  	 	Self-insured
	 General Liability and Property
	  	$	4,000,000
	 Umbrella
	  	$	1,000,000
	 Management Package
	  	$	2,000,000
	 - Directors & Officers
	  		
	 - Employment Practices
	  		
	 - Fiduciary Liability
	  		

  

 11 








 AMENDMENT NO. 01 

Dated June 15, 2009 

THIS AMENDMENT NO. 01 (“Amendment 01”) to that
certain Loan and Security Agreement No. 1221 dated as of May 29, 2008, (“‘Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
(“Lender”)
on the one hand, and, on the other hand, and ZIPCAR, INC., a Delaware corporation (“Parent”), ZIPCAR
NEW YORK, INC., a Delaware corporation (“Zipcar NY”), ZIPCAR WASHINGTON, INC., a Delaware corporation (“Zipcar
Washington”), ZIPCAR CALIFORNIA, INC., a Delaware corporation (“Zipcar California”), ZIPCAR ON CAMPUS,
INC., a Delaware corporation (“Zipcar on Campus”), MOBILITY INC., D/B/A FLEXCAR, a
Washington corporation (“Flexcar”), and FLEXCAR ATLANTA LLC, a Delaware limited liability company (“Flexcar Atlanta”) (Parent, Zipcar NY, Zipcar Washington, Zipcar
California, Zipcar On Campus, Flexcar and Flexcar Atlanta, collectively “Borrower”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement. 

WHEREAS, Borrower and Lender have previously entered into the Agreement; and 

WHEREAS, Borrower has requested Lender to allow Borrower to obtain secured subordinated financing; and 

WHEREAS, Lender has agreed to do so, subject to all of the terms and conditions hereof and of the Agreement; 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereby agree to modify the
Agreement and to perform such other covenants and conditions as follows: 
 I. Section 1.1 of the Agreement, the
following definitions shall be deleted in their entirety and replaced with the following: 
 “Collateral” means
(i) all property listed on Exhibit A attached hereto; and (ii) all products and proceeds of the foregoing, including proceeds of insurance and proceeds of proceeds. Notwithstanding the foregoing
and anything to the contrary set forth in Exhibit A (as in effect prior to June 11_, 2009), “Collateral” shall not include and no security interest is granted in, (I) any capital stock of any Subsidiary of Borrower which
Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of the voting securities of such Subsidiary, (II) any Vehicles owned or leased by any Borrower; (III) Borrower’s Intellectual Property (as defined in
Exhibit A), including, without limitation, any and all property of the Borrower that is subject to, listed in or otherwise described in the Negative Pledge Agreement; (IV) restricted cash or similar
cash equivalents, to the extent that any applicable pledge, security or similar agreement restricts Borrower from granting a Lien on such cash or cash equivalents; and (V) any of the Borrower’s rights under any lease or financing agreement
with third parties permitted under the Agreement, as amended, to the extent such lease or financing agreement restricts the Borrower from granting a lien on Borrower’s rights thereunder. 

“Loan Documents” means, collectively, the Agreement, Amendment 01, the Warrant, the Notes, the subordination agreement entered into
between Lender and the subordinated lender providing the Subordinated Debt to Borrower, and all other documents, instruments and agreements entered into between Borrower or any subsidiary or affiliate of Borrower and Lender in connection with the
Loan, all as amended or extended from time to time. 
 “Permitted Indebtedness” means: (i) the Loan;
(ii) unsecured trade debt incurred in the ordinary course of Borrower’s business; (iii) Indebtedness secured by clauses (ii), (v), (vi), (vii), (xiii), and (xiv) of Permitted Liens; (iv) Indebtedness of
the Borrower or any Subsidiary to the Borrower or any Subsidiary in the ordinary course of business and/or between the Borrowers; (v) security deposits and similar obligations securing performance in favor of landlords, lenders and
lessors and reimbursement obligations in connection with letters of credit in favor of landlords, lenders and lessors in the ordinary course of business in an amount not to exceed the Threshold Amount;








 
(vi) guarantees of a Subsidiary’s obligations by Parent in the ordinary course of business; (vii) Indebtedeness in connection with Vehicles leases and Vehicles financing
arrangements; and (viii) extensions, refinancing, modifications, amendments and restatements of any items of Permitted Indebtedness above, provided that the principal amount thereof is not increased or the terms thereof are not
modified to impose more burdensome terms upon Borrower or a Subsidiary, as the case may be. 
 “Permitted Liens” means:
(i) Liens in favor of Lender; (ii) Liens disclosed in the Disclosure Schedule; (iii) Liens for taxes, fees, assessments or other governmental charges or levies not delinquent or being contested in good faith by
appropriate proceedings, that do not imminently jeopardize Lender’s interest in any Collateral; (iv) Liens to secure payment of worker’s compensation, employment insurance, old age pensions or other social security obligations
of such entity on which such entity is current and are in the ordinary course of its business; provided none of the same diminish or impair Lender’s rights and remedies respecting the Collateral; (v) Liens securing Indebtedness
under a formula-based accounts receivable line of credit in an aggregate principal amount not to exceed $5,000,000, provided such Indebtedness is secured solely by the accounts receivable financed thereunder (Lender shall execute documents and take
actions to subordinate or to release Lender’s security interest in such property as requested by such third-party lender); (vi) Liens upon or in any fleet Vehicles (and the proceeds of the sale thereof) acquired or held by such
entity to secure the purchase price of such Vehicles or Indebtedness incurred solely for the purposes of financing such Vehicles or with respect to Vehicles lease obligations; (vii) Liens upon or in any equipment (and including any
accessions, attachments, replacements, improvements or proceeds thereto) acquired or held by such entity to secure the purchase price of such equipment or Indebtedness incurred solely for the purposes of financing such equipment or capital lease
obligations in an aggregate amount not to exceed $2,000,000; (viii) licenses or sublicenses of intellectual property granted in the ordinary course of business; (ix) banker’s Liens, rights of setoff and similar Liens
incurred on deposit and securities accounts of such entities for fees due on such accounts made in the ordinary course of business; (x) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (xi) Liens in favor of customs and revenue
authorities which secure payment of customs duties in connection with the importation of goods; (xii) Liens securing security deposits and other deposits securing the performance in favor of landlords, lenders and lessors and Liens
securing reimbursement obligations in connection with letters of credit in favor of landlords, lenders and lessors in the ordinary course of business; (xiii) Liens securing reimbursement obligations with respect to self insurance;
(xiv) Liens securing Subordinated Debt; and (xv) Liens incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens described above but any extension, renewal or replacement Lien must be limited to
the property originally encumbered by the existing Lien and the principal amount of any Indebtedness associated therewith may not increase. 

II. Section 1.1 of the Agreement, the following new definitions shall be added: 

“Amendment 01” means Amendment No. 01 dated June 11, 2009 to Loan and Security Agreement by and between Lender and Borrower.

 “Increased Total Financing Amount” means the Total Financing Amount as of any measurement date under any Vehicle lease
and/or financing arrangement (that is (x) then existing and in force, and (y) that was established during a calendar year prior to such measurement date) minus the Original Total Financing Amount under any such Vehicle lease and/or
financing arrangement. If the calculation of the Increased Total Financing Amount with respect to any Vehicle lease and/or financing arrangement results in a number be less than zero, then the Increased Total Financing Amount with respect to such
Vehicle lease and/or financing arrangement shall equal zero. 
 “Original Total Financing Amount” means the Total Financing
Amount of any Vehicle lease and/or financing arrangement as in effect on the date that such lease and/or financing arrangement was established with the lessor and/or lender. 

“Released Amount” means an amount equal to the amount of security deposits and/or cash collateral released to Borrower as a direct result of
the Total Financing Amount of a Vehicle lease and/or financing arrangement being decreased from its Original Total Financing Amount, such that the “Increased Total Financing Amount” is a negative number. 







 “Subordinated Debt” means subordinated secured debt financing of Borrower up to the
principle amount of $10,000,000 provided by 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. (together with their affiliates, the “Subdebt Lenders”) and Pinnacle Ventures , L.L.C. as “agent” for the Subdebt Lenders and any assignee thereof permitted by Lender, which Indebtedness is subordinated
pursuant to the Subordination Agreement between the Lender and the providers of the such Subordinated Debt dated as of the date hereof and as amended with Lender’s consent, provided that Lender agrees that it shall consent to an
assignment to the Subordination Agreement to add an affiliate of a Subdebt Lender as a subordinated creditor thereunder. 
 “Threshold
Amount” means: (i) for calendar year 2009, an amount not to exceed ten million dollars ($10,000,000); (ii) for calendar year 2010, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty
percent (30%) of the aggregate Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010, plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable Vehicle leases
and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2010; (iii) for calendar year 2011, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty percent (30%) of the aggregate
Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010 and 2011 (and not terminated and fully repaid), plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable
Vehicle leases and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2011; and (iv) for calendar year 2012, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty percent
(30%) of the Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010, 2011, and 2012 (and not terminated and fully repaid) with respect to Vehicle leases and finance agreements, plus (B) thirty
percent (30%) of the Increased Total Financing Amount of all applicable Vehicle leases and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2012. In no event shall the Threshold Amount be less than $10,000,000.

 “Total Financing Amount” means the maximum capitalized cost and/or maximum principal amount of leases and/or financing
arrangements, as applicable, made available or anticipated to be made available to Borrower under the applicable Vehicle lease or financing agreement. 

“Vehicles” means all motor vehicles and trailers, and all equipment subject to a vehicle lease or vehicle financing agreement and all
accessories, parts and equipment attached to or used in connection with such motor vehicle, trailer or equipment, and all additions, repairs, attachments, accessions, betterments, substitutions, improvements and replacements thereto. 

III. Section 7.2 of the Agreement shall be deleted and replaced with the following new Section 7.2: 

7.2 Extraordinary Transactions. Enter into any material transaction not in the ordinary course of such Borrower’s business, including the
sale, lease, license or other disposition of its assets, other than (i) sales of inventory in the ordinary course of such Borrower’s business; (ii) licenses of such Borrower’s intellectual property assets entered
into in the ordinary course of business; (iii) disposition of worn out or obsolete equipment, and any disposition of Vehicles and such Borrower’s rights under any Vehicle lease of or Vehicle financing arrangement with respect to
Vehicles; (iv) joint ventures with respect to entering and conducting operations in the urban-car sharing market in Europe which ventures are approved unanimously by the Parent’s Board of Directors; and (v) any
transaction otherwise permitted under this Section 7 or not an Event of Default under Section 8.12. 
 IV.
Section 7.4 of the Agreement shall be deleted and replaced with the following new Section 7.4: 
 7.4 Liens. Create,
incur, assume or suffer to exist any Lien of any kind with respect to any of its property or a Subsidiary’s property, whether now owned or hereafter acquired, except for Permitted Liens. Any and all future Vehicles financings or Vehicles lease
arrangements for any Borrowers’ or any Subsidiary’s fleet Vehicles shall limit the collateral provided for such financings to the Vehicles financed or leased thereunder and the proceeds of the sale of such








 
Vehicles and insurance proceeds if required by the applicable lessor or lender. The aggregate principal amount of Indebtedness outstanding under the Lease Financing Agreement – Daily Rental
dated August 3, 2007 between Flexcar and DaimlerChrysler Financial Services Americas LLC shall not exceed the principal amount of $1,000,000 while the Obligations are outstanding. 

V. Section 7.10 of the Agreement shall be deleted and replaced with the following new Section 7.10: 

7.10 Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which
Lender has obtained a perfected first priority security interest. Notwithstanding the foregoing, Lender will not have a security interest in (i) Flexcar’s certificates of deposit number 22289388 and any subsequent certificate of
deposit accounts issued upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407
and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iii) Parent’s
account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number
22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash in
the amount of $500,000 pledged to VPSI, Inc. to support Borrower’s financing obligations; and (vi) other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of
the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through (vi), inclusive and any subsequent financing arrangements referenced in clause
(v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount. For so long as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive
to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary to maintain
more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts. 

VI. Section 6 of the Agreement, a new Section 6.9 shall be added: 

Section 6.9 Statements of Excluded Accounts and Threshold Amount. Borrower shall promptly provide Lender account statements or bank
confirmations or reports, as applicable, for any of the following or renewals thereof: (i) Flexcar’s certificate of deposit number 22289388 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing
certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate of deposit accounts issued
upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; and (iii) Parent’s account number S312163 with KeyBank issued in
accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; and (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of
deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation. Borrower shall promptly provide Lender account statements or bank
confirmations or reports, as applicable, upon establishment or renewal for other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted
Indebtedness. 
 Within 30 days of the end of the each calendar quarter, Parent shall provide Lender with a report in the form attached to this
Amendment 01 as Exhibit K, which report shall verify Borrower’s compliance with the Threshold Amount. 

VII. Additional Terms and Conditions 

(a) Borrower shall agree to promptly pay all Lender’s Expenses for the preparation and negotiation of this Amendment 01 when
requested. 







 (b) Representations and Warranties of Borrower. Except as set forth on
Schedule 1 hereto, Borrower reaffirms the representations and warranties made to Lender in the Agreement as of the date hereof as though fully set forth herein. Borrower further warrants and represents, as a significant material inducement to Lender
to enter hereinto, that: (i) no Events of Default have occurred that have not been disclosed to Lender by Borrower in writing; (ii) all actions or proceedings pending, or to any Borrower’s knowledge, threatened by or
against a Borrower or any Subsidiary before any court or administrative agency are set forth in the Disclosure Schedule attached hereton;; and (iii) it is in full compliance with Section 7.10 of the Agreement, as amended
hereby. 
 (c) No Control. Borrower warrants and represents, as a significant material inducement to Lender to
enter hereinto, that none of Lender nor any affiliate, officer, director, employee, agent, or attorney of Lender, have at any time, from Borrower’s date of formation through to the date hereof, (i) exercised management or other
control over the Borrower, (ii) exercised undue influence over Borrower or any of its officers, employees or directors, (iii) entered into any joint venture, agency relationship, employment relationship, or partnership with
Borrower, (iv) directed or instructed Borrower on the manner, method, amount, or identity of payee of any payment made to any creditor of Borrower (other than Lender), and further, Borrower warrants and represents that by entering
hereinto with Lender has not, are not and will not have engaged in any of the foregoing. 
 (d) Threshold Amount
Compliance. Borrower is delivering herewith a report substantially in the form of Exhibit K. Borrower represents and warrants that the information in the report is accurate and complete as of the date of the report.

 VIII. Integration Clause. This Amendment 01 represents and documents the entirety of the agreement and understanding
of the parties hereto with respect to its subject matter. All prior understandings, whether oral or written, other than the Loan Documents, are hereby merged hereinto. NONE OF THE AGREEMENT OR THIS AMENDMENT 01 MAY BE MODIFIED EXCEPT BY A WRITING
SIGNED BY LENDER AND BORROWER. Each provision hereof shall be severable from every other provision when determining its legal enforceability such that Lender’s rights and remedies under this Amendment 01 and the Agreement may be
enforced to the maximum extent permitted under applicable law. This Amendment 01 shall be binding upon, and inure to the benefit of, each party’s respective permitted successors and assigns. This Amendment 01 may be executed in counterpart
originals, all of which, when taken together, shall constitute one and the same original document. No provision of any other document between Lender and Borrower shall limit the effectiveness hereof or the rights and remedies of Lender against
Borrower. In the event of any contradiction or inconsistency among the terms and conditions of this Amendment 01 or the Agreement the interpretation most favorable to the interests of Lender shall prevail. 







 Except as amended hereby, the Agreement remains unmodified and unchanged. 

 

									
	BORROWER:	 		 	LENDER:
			
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 		 	By:	 	LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C., its general partner
					
	By:	 	/s/ Scott W. Griffith	 		 	By:	 	/s/ Cristy Barnes
	Name:	 	Scott W. Griffith	 		 	Name:	 	Cristy Barnes
	Title:	 	Chairman and CEO	 		 	Title:	 	Managing Director

  

			
	ZIPCAR NEW YORK, INC.
		
	By:	 	/s/ Scott W. Griffith
	Name:	 	Scott W. Griffith
	Title:	 	President

  

			
	ZIPCAR WASHINGTON, INC.
		
	By:	 	/s/ Scott W. Griffith
	Name:	 	Scott W. Griffith
	Title:	 	President

  

			
	ZIPCAR CALIFORNIA, INC.
		
	By:	 	/s/ Scott W. Griffith
	Name:	 	Scott W. Griffith
	Title:	 	President









			
	ZIPCAR ON CAMPUS, INC.
		
	By:	 	/s/ Scott W. Griffith
	Name:	 	Scott W. Griffith
	Title:	 	President

  

			
	MOBILITY INC.
		
	By:	 	/s/ Scott W. Griffith
	Name:	 	Scott W. Griffith
	Title:	 	President

  

			
	FLEXCAR ATLANTA LLC
		
	By:	 	/s/ Illegible
	Name:	 	Illegible
	Title:	 	Director








 EXHIBIT K 

THRESHOLD AMOUNT CALCULATION 

The undersigned, to induce LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
(“Lender”), to extend or continue financial accommodations to ZIPCAR, INC., a Delaware corporation, ZIPCAR NEW YORK,
INC., a Delaware corporation, ZIPCAR WASHINGTON, INC., a Delaware corporation, ZIPCAR CALIFORNIA, INC., a Delaware
corporation, ZIPCAR ON CAMPUS, INC., a Delaware corporation, MOBILITY INC., a Washington corporation, and FLEXCAR
ATLANTA LLC, a Delaware limited liability company (collectively, the “Borrower”) pursuant to the terms of that certain Loan and Security Agreement dated May 29, 2008, as amended (the “Loan
Agreement”), hereby certifies that on the date hereof: 
 Vehicle Lease and Financing Arrangements as of
                : 
  

								
	 Name of Lender/Lessor
	  	Total Credit Line	  	Amount Available	  	Collateral Deposit
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	        Total Credit Lines:	  	$                      	  	TOTAL:	  	$	                      
	
	 New (established in 20    ) Vehicle Lease and Financing Arrangements as of
                :

				
	 Name of Lender/Lessor
	  	Total Credit Line	  	Amount Available	  	Collateral Deposit
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	___________	  	___________	  	___________	  	 	___________
	        Total New Credit Lines:	  	$                      	  	TOTAL:	  	 	$                      
		  		  		  		
	
	 Other pledged cash or pledged amounts as of
                :


  

						
			
	 Name of Pledgee
	  	 	  	Collateral Deposit
	 ________________
	  		  	 	___________
	 ________________
	  		  	 	___________
			
		  	TOTAL:	  	$	                    


Borrower is in compliance with the definition of “Threshold Amount” as set forth in the Loan Agreement. 

 

			
	ZIPCAR, INC.
		
	By:	 	 
	Name: 	 	 
	Title:	 	 
		 	









 SCHEDULE 1 

DISCLOSURE SCHEDULE 

DEPOSIT AND SECURITIES ACCOUNTS 

 

							
	 	  	 Account Information:
	  	 Contact Information for Account:
	  	 Account Ownership:

		  	Bank Name: Barclays (fka Lehman Brothers)	  	Contact Name: Fitzgerald, James	  	Zipcar, Inc.
	 Account

Number

1

(Investment Account)
	  	 Address: 125 High Street City, State, Zip: Boston, MA 02110

Phone: 877-535-9267

Fax:
 Type of Account: Financial
Resource Account
 Account number: 834-76102
	  	 Phone: 617-342-4187

Fax: 646-885-9712
 E-mail:
james.fitzgerald@barclayswealth.com
	  	
				
		  	Bank Name: Silicon Valley Bank	  	Contact Name: : Susana Santos	  	Zipcar, Inc.
	 Account

Number

2

(ACH

Account)
	  	Address: 3003 Tasman Drive	  	Phone:  (617) 630-4117	  	
	  	City, State, Zip: Santa Clara, CA 95054	  	Fax:      (617) 969-5965	  	
	  	Phone:  (408) 654-7400	  	E-mail: ssantos@svb.com	  	
	  	Fax:      (617) 969-5965	  		  	
	  	Type of Account: Checking	  		  	
	  	Account number: 3300614729	  		  	
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Mobility, Inc.
	 Account

Number

3

(CD)
	  	Address: 800 Fifth Avenue, Floor 36	  	Phone: (206) 358-0586	  	
	  	City, State, Zip: Seattle, WA 98104	  	Fax:	  	
	  	Phone: : (206) 358-0586	  	E-mail:	  	
	  	Fax:	  	Kaye.M.Shields@bankofamerica.com	  	
		  	 Type of Account: restricted cash pledged to Bank of America to secure letters of credit number 3077144 issued to Union Leasing

 Account number: 22289388
	  		  	
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Mobility, Inc.
	 Account

Number

4

(CD)
	  	Address: 800 Fifth Avenue, Floor 36	  	Phone: (206) 358-0586	  	
	  	City, State, Zip: Seattle, WA 98104	  	Fax:	  	
	  	Phone: : (206) 358-0586	  	E-mail:	  	
	  	Fax:	  	Kaye.M.Shields@bankofamerica.com	  	
		  	 Type of Account: restricted cash pledged to Bank of America to secure letters of credit number 3081863 issued to Gelco Corporation
(GE Leasing)
 Account number: 22298407
	  		  	









							
	 	  	 Account Information:
	  	 Contact Information for Account:
	  	 Account Ownership:

	 Account

Number

5

(CD)
	  	 Bank Name: KeyBank

Address: 4910 Tiedeman Rd.
 City,
State, Zip: Cleveland, OH 44144
 Phone: 216-813-3692

Fax: 216-813-3719
 Type of Account:
restricted cash account
 Account number: S312163
	  	 Contact Name: Thomas Stich

Phone: (802) 660-4270

Fax:
 E-mail:
Thomas_Paul_Stich@KeyBank.com
	  	Zipcar, Inc.
				
	 Account

Number

6
	  	 Bank Name: Silicon Valley Bank
Address: 3003 Tasman Drive

City, State, Zip: Santa Clara, CA 95054

Phone:   (408) 654-7400

Fax:      (617) 969-5965

Type of Account: Checking
 Account
number: 3300619112
	  	 Contact Name: Susana Santos

Phone:  (617)630-4117

Fax:      (617) 969-5965

E-mail: ssantos@svb.com
	  	Zipcar, Inc.
				
	 Account

Number

7
	  	 Bank Name: Silicon Valley Bank
Address: 3003 Tasman Drive
City, State, Zip: Santa Clara, CA 95054

Phone:  (408) 654-7400

Fax:      (617) 969-5965

Type of Account: Investment
 Account
number: 48605641
	  	 Contact Name: Susana Santos

Phone:  (617) 630-4117

Fax:      (617) 969-5965

E-mail: ssantos@svb.com
	  	Zipcar, Inc.
				
	 Account

Number

8

(Investment

Account –

Canadian

Dollars)
	  	 Bank Name: Barclays (fka Lehman Brothers)

Address: 125 High Street
City, State, Zip: Boston, MA 02110

Phone: 877-535-9267

Fax:
 Type of Account: Foreign Exchange
Account
 Account number: 35881628
	  	 Contact Name: Fitzgerald, James
Phone: 617-342-4187

Fax: 646-885-9712
 E-mail:
james.fitzgerald@barclayswealth.com
	  	Zipcar Canada Inc.
				
	 Account

Number

9

(Checking

Account)
	  	 Bank Name: Bank of Montreal
Address: 55 Bloor Street West
City, State, Zip: Toronto ON M5X 1K7

Phone: (416) 927-4464

Fax:
 Type of Account: Checking

 Account number: 0389 1193-371
	  	 Contact Name: Mark Ipek

Phone: (416) 927-4464

Fax:
 E-mail:
	  	Zipcar Canada Inc.









							
	 	  	 Account Information:
	  	 Contact Information for Account:
	  	 Account Ownership:

	 Account

Number

10

(Investment

Account –

British

Pounds)
	  	 Bank Name: Barclays (fka Lehman Brothers)

Address: 125 High Street
 City, State,
Zip: Boston, MA 02110
 Phone: 877-535-9267

Fax:
 Type of Account: Foreign Exchange
Account
 Account number: 35881627
	  	 Contact Name: Fitzgerald, James

Phone: 617-342-4187
 Fax:
646-885-9712
 E-mail: james.fitzgerald@barclayswealth.com
	  	Zipcar (UK) Limited
				
		  	Bank Name: Barclays	  	Contact Name:	  	Zipcar (UK)
	 Account

Number

11

(Checking

Account)
	  	 Address: 50 Pall Mall

City, State, Zip: London, SW1A 1QA, UK

Phone: +44 (0) 7775 547609
 Fax:

 Type of Account: Current

Account number: 70910597,
 Sort:
206759
	  	 Phone: +44 (0) 7775 547609

Fax: +44 (0) 20 7599 4632
 E-mail:

	  	Limited
				
		  	Bank Name: Barclays	  	Contact Name:	  	Zipcar (UK)
	 Account

Number

12

(Savings

Account)
	  	 Address: 50 Pall Mall

City, State, Zip: London, SW1A 1QA, UK

Phone: +444 (0) 7775 547609
 Fax:

 Type of Account: Deposit

Account number: 00247987,
 Sort:
206759
	  	 Phone: +44 (0) 7775 547609

Fax: +44 (0) 20 7599 4632
 E-mail:

	  	Limited
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Mobility, Inc.
	 Account

Number

13

(CD)
	  	 Address: 800 Fifth Avenue, Floor 36

City, State, Zip: Seattle, WA 98104

Phone: : (206) 358-0586

Fax:
 Type of Account: restricted cash
pledged to Bank of America to secure letters of credit number 3081863 issued to Donlen Corporation
 Account number:
22293083
	  	 Phone: (206) 358-0586

Fax:
 E-mail:
Kaye.M.Shields@bankofamerica.com
	  	








 Note: accounts listed above do not include the escrow account established pursuant to that certain Escrow
Agreement dated as of May 2006, as amended, by and among Goodwin Capital LLC, Gelco Corporation and the escrow agent party thereto. 

PERMITTED LIENS 

Existing Liens on the assets of the Borrowers evidenced by the financing statements described below: 

 

			
	 DEBTOR:
	 	 ZIPCAR, INC.

	 JURISDICTION:
	 	 DELAWARE, SECRETARY OF STATE



 

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	Gelco Corporation d/b/a GE Fleet Services	  	60646539	  	02/23/06	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds
					
	KeyBank National Association	  	64416707	  	12/18/06	  	Original	  	Accounts held at or by KeyBank National Association, together with all rights, income, revenues, proceeds and profits therefrom, including interest or other payments, and all bank
deposit accounts, investment property, instruments and general intangibles related thereto and proceeds
					
	HSH Nordbank AG, New York Branch and Gelco Corporation d/b/a GE Fleet Services	  	20072671716	  	06/27/07	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds
					
	Donlen Trust	  	2009 0622982	  	02/25/09	  	Original	  	Vehicles, related property and proceeds

  

			
	 DEBTOR:
	 	 MOBILITY, INC.

	 JURISDICTION:
	 	 WASHINGTON, DEPARTMENT OF LICENSING



 

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	Portland Leasing Company, LLC	  	2004-156-4108-3	  	06/04/04	  	Original	  	Mazda Miata 2002
					
	Axis Capital, Inc.	  	2006-034-1314-0	  	02/03/06	  	Original	  	Equipment
					
	Axis Capital, Inc.	  	2006-034-1313-3	  	02/03/06	  	Original	  	Equipment
					
	US Bancorp	  	2006-039-2253-6	  	02/07/06	  	Original	  	Equipment
					
	US Bancorp	  	2006-100-9510-0	  	04/10/06	  	Original	  	Equipment
					
	 Gelco Corporation d/b/a GE

Fleet Services
	  	2006-150-3969-7	  	05/30/06	  	Original	  	Accounts relating to Vehicles, Chattel Paper arising from Vehicles, Inventory consisting of









									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

		  		  		  		  	Vehicles, Equipment consisting of Vehicles and General Intangibles relating to Vehicles, Products and Proceeds
					
	US Bancorp	  	2006-235-2818-3	  	08/21/06	  	Original	  	Equipment
					
	Subaru Acceptance Corp.	  	2007-170-7707-8	  	06/18/07	  	Original	  	Vehicle Collateral, and all instruments, deposit accounts, letter of credit rights, claims, contract rights and general intangibles, etc. relating to the Vehicle Collateral and
proceeds
					
	Inter-Tel Leasing Inc.	  	2007-199-6181-8	  	07/18/07	  	Original	  	Axxess Telephone System
					
	DaimlerChrysler Financial Services Americas, LLC	  	2007-208-8698-8	  	07/27/07	  	Original	  	All vehicles, etc., proceeds, instruments, accounts, notes, general intangibles, claims, relating to the vehicles and proceeds
					
	Chrysler Financial Services Americas, LLC	  	2009-008-5678-7	  	01/08/09	  	Amendment	  	Amendment to change Secured Party of record
					
	US Bancorp	  	2007-222-2993-6	  	08/10/07	  	Original	  	Equipment

  

			
	 DEBTOR:
	 	 FLEXCAR

	 JURISDICTION:
	 	 WASHINGTON, DEPARTMENT OF LICENSING



 

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	US Bancorp	  	2006-100-9510-0	  	04/10/06	  	Original	  	Equipment
					
	US Bancorp	  	2006-235-2818-3	  	08/21/06	  	Original	  	Equipment

  

	 	•	 	 Cash or cash equivalents with Bank of America used to secure letters of credit in favor of GE Fleet, Donlen Corporation and Union Leasing in connection
with leased vehicles in the aggregate principal amount of up to $3.25 million as of the date hereof 


  

	 	•	 	 Cash or cash equivalents with Silicon Valley bank used to secure letter of credit in favor of Merchants Leasing in connection with leased vehicles -
$1.25 million as of the date hereof 


  

	 	•	 	 Cash or cash equivalents with Key Bank used to secure letter of credit in favor of GE Fleet in connection with leased vehicles - £100 thousand as
of the date hereof 


 SUBSIDIARIES 

 

	 	•	 	 Zipcar New York, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar Washington, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar California, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 










	 	•	 	 Zipcar on Campus, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Mobility Inc., a Washington corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Flexcar Atlanta LLC, a Delaware limited liability company, is an 85% owned subsidiary of Mobility, Inc. 



 

	 	•	 	 Zipcar Canada, Inc., a company organized under the laws of Canada, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar (UK) Limited, a corporation organized under the laws of England and Wales, is a wholly-owned subsidiary of Zipcar, Inc.



 PRIOR NAMES 

 

	 	•	 	 Mobility, Inc. was formerly known as CarShare Seattle, Inc. 



LITIGATION AND ADMINISTRATIVE PROCEEDINGS 

 

	 	•	 	 In March 2009, Mr. Richard Skaff, a non-member, threatened to bring a lawsuit against Borrower for allegedly violating the accessibility
provisions of the Americans with Disabilities Act. 


  

	 	•	 	 During the normal course of business, accidents involving Borrower’s automobiles have occurred. Borrower has no pending or, to the knowledge of
Borrower, any threatened litigation regarding those accidents. Borrower’s insurance carrier is responding to such accidents as appropriate, and would be required to respond to any such litigation. 



BUSINESS PREMISES 
  

									
	 	  	 Each Location Address where Lighthouse Capital
Partners has
financed assets:
	  	 Landlord/Property Management Information:


	 Current
	  	Contact Name:	  	Edward Goldfinger	  	Contact Name:	  	L.A. Richards
	 Headquarters
	  	Address:	  	25 First Street,
4th Floor	  	Company Name:	  	25 First Street LLC
	 (Location 1)
	  	City, State, Zip:	  	Cambridge, MA 02141	  	Address:	  	31 Milk Street, Ste 901
		  	Phone:	  	(617) 995-4231	  	City, State, Zip:	  	Boston, MA 02109
		  	Fax:	  	(617) 995-4300	  	Phone:	  	(617) 933-8222
		  		  		  	Fax:	  	(617)-451-1144
					
	 Location
	  	Contact Name:	  	Ken Sheckleford, Fleet Mgr.	  	Contact Name:	  	Rebekah Conley
	 2
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	One Ninety One Peachtree
	 (Atlanta)
	  	Address:	  	191 Peachtree St. NE, Ste LWL01	  	Associates, c/o Cousins Properties Incorp.
		  	City, State, Zip:	  	Atlanta, GA 30303	  	Address:	  	191 Peachtree St NE
		  	Phone:	  	(404) 817-3599	  	City, State, Zip:	  	Atlanta, GA 30303
		  	Fax:	  	(404) 223-2970	  	Phone:	  	(404) 230-7466
		  		  		  	Fax:	  	(404) 522-5580
					
		  	Contact Name:	  	Dan Curtin, General Manager	  	Contact Name:	  	Joan Cappadona
	 Location

3
	  	Company Name: Address:	  	 Zipcar, Inc.
 18
Tremont St. Suite 605
	  	 Company Name: Tremont Investors LP, c/o BPG

Management Co. LP

	 (Boston)
	  	City, State, Zip:	  	Boston, MA 02108	  	Address:	  	770 Township Line Rd., Suite 150
		  	Phone:	  	(617) 933-5070	  	City, State, Zip:	  	Yardley, PA 19067
		  	Fax:	  	(617) 720-0020	  	Phone:	  	(781) 577-2704
		  		  		  	Fax:	  	(781) 577-2711









									
	 Location
	  	Contact Name:	  	Scott Mullen, Fleet Manager	  	Contact Name:	  	Neal Todd
	 4
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	InterPark Incorporated
	 (Chicago)
	  	Address:	  	160 N. Wabash Ave.	  	Address:	  	14695 Collection Center Drive
		  	City, State, Zip:	  	Chicago, IL 60601	  	City, State, Zip:	  	Chicago, IL 60693
		  	Phone:	  	(312) 589-6300	  	Phone:	  	(312) 935-2800
		  	Fax:	  	(312) 589-6306	  	Fax:	  	(312) 935-2777
		  		  		  		  	
	 Location
	  	Contact Name:	  	Joel Johnson, General Manager	  	Contact Name:	  	Melissa Greenberg
	 5
	  	Company Name:	  	Zipcar New York, Inc.	  	Company Name:	  	1265 Broadway LLC
	 (New York)
	  	Address:	  	1265 Broadway,
2nd Floor	  	Address: 	  	c/o BHT Corp, 21 West
46th St.
1st Fl
		  	City, State, Zip:	  	New York, NY 10001-3536	  	City, State, Zip:	  	New York, NY 10036
		  	Phone:	  	(646) 616-3688	  	Phone:	  	(212) 944-8416
		  	Fax:	  	(212) 691-0107	  	Fax:	  	(212) 944-9887
		  		  		  		  	
	 Location
	  	Contact Name:	  	Jeremy Nelson, General Manager	  	Contact Name:	  	Don Meginley
	 6
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Preservation Initiatives, Inc.
	 (Philadelphia)
	  	Address:	  	218 South Twelve Street	  	Address:	  	235 Market Street
		  	City, State, Zip:	  	Philadelphia, PA 19107	  	City, State, Zip:	  	Wilmington, DE 19801
		  	Phone:	  	(217) 735-3691	  	Phone:	  	
		  	Fax:	  	(215) 735-3695	  	Fax:	  	
		  		  		  		  	
	 Location
	  	Contact Name:	  	Frank Tigano, Fleet Manager	  	Contact Name:	  	David Koltash
	 7
	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	Union Real Estate
	 (Pittsburg)
	  	Address:	  	429 Forbes Av, Suite 1606	  	Address:	  	429 Forbes Av,
15th Floor
		  	City, State, Zip:	  	Pittsburg, PA 15219	  	City, State, Zip:	  	Pittsburg, PA 15219
		  	Phone:	  	(412) 475-5897	  	Phone:	  	(412) 288-7800
		  	Fax:	  	(412) 288-2564	  	Fax:	  	(412) 288-7813
		  		  		  		  	
	 Location
	  	Contact Name:	  	Bill Scott, General Manager	  	Contact Name:	  	Cheryl Cockrall
	 8
	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	PAE Consulting Engineers, Inc.
	 (Portland)
	  	Address:	  	808 SW Third Av, Suite 480	  	Address:	  	808 SW Third Av, Suite 300
		  	City, State, Zip:	  	Portland, OR 97204	  	City, State, Zip:	  	Portland, OR 97204
		  	Phone:	  	(503) 328-3539	  	Phone:	  	503-226-2921
		  	Fax:	  	(503) 241-3076	  	Fax:	  	503-226-2930
		  		  		  		  	
	 Location
	  	Contact Name:	  	Michael Uribe, General Mgr	  	Contact Name:	  	Norm Weil
	 9
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Helsten Properties LLC
	 (San
	  	Address: 	  	191
2nd Street	  	Address:	  	975 Vista Road
	 Francisco)
	  	City, State, Zip:	  	San Francisco, CA 94105	  	City, State, Zip:	  	Hillsborough, CA 94010
		  	Phone:	  	(415) 495-7478	  	Phone:	  	(650) 692-6335
		  	Fax:	  	(415)495-1161	  	Fax:	  	(650) 342-9345
		  		  		  		  	
	 Location
	  	Contact Name:	  	Dani Icekson	  	Contact Name:	  	Katy Sugano
	 10
	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	Samis Land
	 (Seattle
	  	Address:	  	400 Yesler Way, Suite 600	  	Address:	  	208 James St. Suite C
	 vacated
	  	City, State, Zip:	  	Seattle, WA 98104-9643	  	City, State, Zip:	  	Seattle, WA 98104
	 office)
	  	Phone:	  	(617) 995-4235	  	Phone:	  	(206) 622-3363
		  	Fax:	  	(617) 995-4300	  	Fax:	  	(206) 622-4918
		  		  		  		  	
	 Location
	  	Contact Name:	  	Ellice Perez, General Manager	  	Contact Name:	  	Larry Rappaport
	 11
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	717 D Street Associates
	 (Washingon,
	  	Address: 	  	403
8th St. NW	  	Address:	  	320 Lakeview Ave
	 DC)
	  	City, State, Zip:	  	Washington, DC 20004	  	City, State, Zip:	  	Ringwood, NJ 07456
		  	Phone:	  	(202) 737-4900	  	Phone:	  	(973) 257-9999
		  	Fax:	  	(202) 737-4976	  	Fax:	  	(973) 257-9955









									
	 Location
	  	Contact Name:	  	Paul McLoughlin, General Mgr	  	Contact Name:	  	Don Riley
	 12

(London)
	  	Company Name:	  	Zipcar (UK) Limited	  	Company Name:	  	St Margarets Hill Properties UK Ltd
		  	Address:	  	167 Borough High Street	  		  	
		  	City, State, Zip:	  	London SE1 1HR England	  	Address:	  	1 Chapel Court
		  	Phone:	  	0207 940 7499	  	City, State, Zip:	  	London, UK SE1 HH
		  	Fax:	  	0207 681 3233	  	Phone/Fax:	  	0207 407 5388
		  		  		  		  	
	 Location
	  	Contact Name:	  	Michael Lende, General Manager	  	Contact Name:	  	Roslyn Judd
	 13
	  	Company Name:	  	Zipcar Canada Inc.	  	Company Name:	  	458728 Ontario Limited
	 (Toronto)
	  	Address:	  	147 Spadina Av, Suite 205	  	Address:	  	119 Spadina Ave, Suite 401
		  	City, State, Zip:	  	Toronto ON M5V 2L7	  	City, State, Zip:	  	Toronto, ON M5V 2L1
		  	Phone:	  	(416) 977-9008	  	Phone:	  	(416) 593-6420
		  	Fax:	  	(415) 977-2793	  	Fax:	  	(416) 593-6375
		  		  		  		  	
	 Location
	  	Contact Name:	  	AnnMarie MacKinnon, Regional Marketing Manager	  	Contact Name:	  	Jeff Bunker
	 14
	  	Company Name:	  	Zipcar Canada Inc.	  	Company Name:	  	Ontrea Inc.
	 (Vancouver)
	  	Address:	  	Suite 280, 601 W. Cordova	  	Address:	  	Ste 1020, 200 Granville Street
		  	City, State, Zip:	  	Vancouver, BC V6B 1G1	  	City, State, Zip:	  	Vancouver BC V6C 1S4
		  	Phone:	  	(604) 697-0550	  	Phone:	  	(604) 646-8026
		  	Fax:	  	(604) 697-0560	  	Fax:	  	(604) 646-8025
		  		  		  		  	
	 Location
	  	Contact Name:	  	Yvette M. Sullivan	  	Contact Name:	  	N/A
	 15
	  	Company Name:	  	Internap - MA	  	Company Name:	  	
	 (MA CoLo)
	  	Address:	  	43 Thorndike St
1st floor	  	Address:	  	
		  	City, State, Zip:	  	Cambridge MA 02141	  	City, State, Zip:	  	
		  	Phone:	  	(617) 374-4920	  	Phone:	  	
		  	Fax:	  		  	Fax:	  	
		  		  		  		  	
	 Location
	  	Contact Name:	  	Karl Mooney	  	Contact Name:	  	N/A
	 16
	  	Company Name:	  	Internap-London, TeleCity c/o Internap	  	Company Name:	  	
	 (UK CoLo)
	  	Address:	  	9 Harbour Exchange Square, Isle	  	Address:	  	
		  		  	of Dogs, Docklands	  	City, State, Zip:	  	
		  	City, State, Zip:	  	London, E14 9GE	  	Phone:	  	
		  	Phone:	  	07799-864-241	  	Fax:	  	
		  	Fax:	  	(404) 589-4900	  		  	
		  		  		  		  	
	 Location
	  	Contact Name:	  	Carla Archambault, General Mgr	  	Contact Name:	  	Jayme Tomita
	 11
	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Harbor Properties, Inc.
	 (Seattle)
	  	Address:	  	380 Union Street, First Floor	  		  	c/o GVA Kidder Mathews
		  	City, State, Zip:	  	Seattle, WA 98101	  	Address:	  	PO Box 34860
		  	Phone:	  	(206) 682-0107	  	City, State, Zip:	  	Seattle, WA 98124-1860
		  	Fax:	  	(206) 682-1657	  	Phone:	  	(206) 812-6737








 ANNEX 1 

INSURANCE 
  

				
	 Insurance Policy
	  	Coverage
	 Commercial Auto Liability
	  	$	1,000,000
	 US Workers’ Compensation
	  	$	1,000,000
	 Automobile Physical Damage
	  	 	Self-insured
	 General Liability and Property
	  	$	4,000,000
	 Umbrella
	  	$	1,000,000
	 Management Package
	  	$	5,000,000
	 - Directors & Officers
	  		
	 - Employment Practices
	  		
	 - Fiduciary Liability
	  		

 ANNEX 1 

INSURANCE 
  

				
	 Insurance Policy
	  	Coverage
	 Commercial Auto Liability
	  	$	1,000,000
	 US Workers’ Compensation
	  	$	1,000,000
	 Automobile Physical Damage
	  	 	Self-insured
	 General Liability and Property
	  	$	4,000,000
	 Umbrella
	  	$	1,000,000
	 Management Package
	  	$	2,000,000
	 - Directors & Officers
	  		
	 - Employment Practices
	  		
	 - Fiduciary Liability
	  		








 AMENDMENT NO. 02 

Dated March 12, 2010 

THIS AMENDMENT NO. 02 (“Amendment 02”) to that certain Loan and
Security Agreement No. 1221 dated as of May 29, 2008, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) on the one hand,
and, on the other hand, and ZIPCAR, INC., a Delaware corporation (“Parent”), ZIPCAR NEW YORK, INC., a Delaware corporation (“Zipcar
NY”), ZIPCAR WASHINGTON, INC., a Delaware corporation (“Zipcar Washington”), ZIPCAR CALIFORNIA, INC., a Delaware corporation
(“Zipcar California”), ZIPCAR ON CAMPUS, INC., a Delaware corporation (“Zipcar on Campus”), MOBILITY, INC.,
D/B/A FLEXCAR, a Washington corporation (“Flexcar”), and FLEXCAR ATLANTA LLC, a Delaware limited liability company (“Flexcar
Atlanta”) (Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar On Campus, Flexcar and Flexcar Atlanta, collectively “Borrower”). All capitalized terms not otherwise defined herein shall have the meanings given
to such terms in the Agreement. 
 WHEREAS, Borrower and Lender have previously entered into the Agreement; 

WHEREAS, Parent has requested Lender to allow Parent to create a special purpose entity Subsidiary and fund Parent’s equity
contribution requirements to the new Subsidiary under the terms of a secured special purpose entity financing arrangement with third party lenders; 

WHEREAS, Borrower has requested Lender allow Borrower to acquire an entity organized under the laws of England and Wales for which Parent
or a Subsidiary shall be obligated for specific Indebtedness and shall be required to grant a security interest in the assets of one or more Borrowers; 

WHEREAS, Borrower has requested Lender and Subdebt Lenders to provide additional secured subordinated financing to help finance the
special purpose entity financing and the acquisition referenced to above; and 
 WHEREAS, Lender has agreed to do so, subject to
all of the terms and conditions hereof and of the Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereby agree to modify the Agreement and to perform such other covenants and conditions as follows: 

I. Section 1.1 of the Agreement, the following definitions shall be deleted in their entirety and replaced with the following:

 “Collateral” means (i) all property in which Lender now has or hereafter obtains a security interest under this
Agreement listed (a) on Exhibit A-1 attached to this Amendment 02 with respect to the Parent and (b) on Exhibit A attached to the Agreement dated May 29, 2008, as amended pursuant to certain amendments to
financing statements filed on or about October 2009 with respect to Zipcar New York, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta; for the avoidance of doubt, Exhibit A attached to the Agreement
with respect to the Parent is amended and restated hereby with Exhibit A-l attached to this Amendment 02 and (ii) all products and proceeds of the foregoing, including proceeds of insurance and proceeds of proceeds. Notwithstanding the
foregoing and anything to the contrary set forth in Exhibit A, “Collateral” shall not include and no security interest is granted in, (I) any capital stock of any Subsidiary of Borrower which Subsidiary is organized in
any jurisdiction outside of the United States in excess of 65% of the voting securities of such Subsidiary, or any capital stock of any Subsidiary of Borrower which is directly or indirectly owned by any Subsidiary that is organized outside of the
United States, (II) any Vehicles owned or leased by any Borrower and any Vehicle Proceeds; (III) Borrower’s Intellectual Property (as defined in Exhibit A-1), including, without limitation, any and all property of the Borrower
that is subject to, listed in or 







 
otherwise described in the Negative Pledge Agreement; (IV) restricted cash or similar cash equivalents, to the extent that any applicable pledge, security or similar agreement restricts Borrower
from granting a Lien on such cash or cash equivalents; (V) any of the Borrower’s rights under any lease or financing agreement with third parties permitted under the Agreement to the extent such lease or financing agreement restricts the
Borrower from granting a lien on Borrower’s rights thereunder; (VI) any of the Parent’s rights under the Master Zipcar Finance Lease and any Special Purpose Financing Document; and (VII) Borrower’s Zero Emission Vehicle Credits, now
existing or hereafter arising from time to time (provided the proceeds of such Zero Emission Vehicle Credits shall be deemed “Collateral”). 

“Increased Total Financing Amount” means the Total Financing Amount as of any measurement date under any Vehicle lease and/or financing
arrangement (including the Master Zipcar Finance Lease) (that is (x) then existing and in force, and (y) that was established during a calendar year prior to such measurement date) minus the Original Total Financing Amount under any such
Vehicle lease and/or financing arrangement. If the calculation of the Increased Total Financing Amount with respect to any Vehicle lease and/or financing arrangement (including the Master Zipcar Finance Lease) results in a number less than zero,
then the Increased Total Financing Amount with respect to such Vehicle lease and/or financing arrangement shall equal zero. 
 “Loan
Documents” means, collectively, the Agreement, Amendment 01, Amendment 02, the Warrants, the Notes, the Agency and Intercreditor Agreement dated as of March 12, 2010, with respect to the Participated Subordinated Loan, and all other
documents, instruments and agreements entered into between Borrower or any subsidiary or affiliate of Borrower and Lender in connection with the Loan, all as amended or extended from time to time. 

“Original Total Financing Amount” means the Total Financing Amount of any Vehicle lease and/or financing arrangement as in effect on the
date that such lease and/or financing arrangement was established with the lessor, lender, and/or other third party vendors, including the Master Zipcar Finance Lease. 

“Permitted Indebtedness” means: (i) the Loan; (ii) unsecured trade debt incurred in the ordinary course of
Borrower’s business or any Subsidiary’s business; (iii) Indebtedness secured by clauses (ii), (v), (vi), (vii), and (xiii) of the definition of Permitted Liens; (iv) Indebtedness of the Borrower or any
Subsidiary to the Borrower or any Subsidiary in the ordinary course of business and/or between the Borrowers; (v) security deposits and similar obligations securing performance in favor of landlords, lenders, lessors and other third
party vendors and reimbursement obligations in connection with letters of credit in favor of landlords, lenders, lessors and other third party vendors in the ordinary course of business in an amount not to exceed the Threshold Amount inclusive of
those in connection with Vehicles leases and Vehicles financing arrangements including the Master Zipcar Finance Lease and pursuant to the Special Purpose Financing Documents; (vi) guarantees of a Subsidiary’s obligations by Parent
in the ordinary course of business, provided no Borrower may guarantee any obligations of Zipcar Finance under any of the Special Purpose Financing Documents other than the Special Purpose Financing Undertakings; (vii) Indebtedness
consisting of any Special Purpose Financing Undertakings; (viii) the Participated Subordinated Loan; (ix) Indebtedness in connection with the Proposed Acquisition in the aggregate principal amount not to exceed $5,000,000
plus interest and other amounts in connection therewith (such principal, interest and other amounts are referred to as the “Acquisition Payment Obligations”), plus any reasonable indemnification, purchase price adjustment and
similar obligations of the Parent or any Subsidiary in connection with the Proposed Acquisition, provided that all Acquisition Payment Obligations are (x) evidenced by a promissory note setting forth the payment terms summarized in the
paragraph titled “Promissory Notes” in the Term Sheet and (y) subject to the terms of the Acquisition Subordination Agreement; and (x) extensions, refinancing, modifications, amendments and restatements of any items of
Permitted Indebtedness above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or a Subsidiary, as the case may be. 

“Permitted Liens” means: (i) Liens in favor of Agent on behalf of Lenders; (ii) Liens disclosed in the Disclosure Schedule,
including the Subordinated Debt; (iii) Liens for taxes, fees, assessments or other governmental charges or levies not delinquent or being contested in good faith by appropriate proceedings, that do not imminently jeopardize Lender’s
interest in any Collateral; (iv) Liens to secure payment of worker’s compensation, employment insurance, old age pensions or other social security obligations of such entity on which such entity is current and are in the ordinary course of
its business; provided none of the same diminish or impair Lender’s rights and remedies 







 
respecting the Collateral; (v) Liens securing Indebtedness under a formula-based accounts receivable line of credit in an aggregate principal amount not to exceed $5,000,000, provided such
Indebtedness is secured solely by the accounts receivable financed thereunder (Lender shall execute documents and take actions to subordinate or to release Lender’s security interest in such property as requested by such third-party lender);
(vi) (a) Liens upon or in any fleet Vehicles (and the proceeds of the sale thereof) acquired or held by such entity to secure the purchase price of such Vehicles or Indebtedness incurred solely for the purposes of financing such Vehicles
or with respect to Vehicles lease obligations, and (b) to the extent that the Master Zipcar Finance Lease is characterized as a loan financing agreement or as otherwise not constituting a “true lease”, Liens upon or in (v) any
Vehicles leased under the Master Zipcar Finance Lease; (w) any of Parent’s rights under the Master Zipcar Finance Lease; (x) any proceeds of the sale of Vehicles leased under the Master Zipcar Finance Lease, whether payable as the
purchase price of such Vehicles or as fees, expenses, costs, indemnities, insurance recoveries or otherwise; (y) any other Vehicle Proceeds with respect to such Vehicles, including any payments for property claims under insurance policies and
any warrant payable with respect to such Vehicles; and (z) all proceeds of the foregoing clauses (vi)(b) (v)-(z); (vii) Liens upon or in any equipment (and including any accessions, attachments, replacements, improvements or proceeds
thereto) acquired or held by such entity to secure the purchase price of such equipment or Indebtedness incurred solely for the purposes of financing such equipment or capital lease obligations in an aggregate amount not to exceed $2,000,000;
(viii) licenses or sublicenses of intellectual property granted in the ordinary course of business; (ix) banker’s Liens, rights of setoff and similar Liens incurred on deposit and securities accounts of such entities for fees due on
such accounts made in the ordinary course of business; (x) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not delinquent or
remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (xi) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods;
(xii) Liens securing security deposits and other deposits securing the performance in favor of landlords, lenders, lessors and other third party vendors and Liens securing reimbursement obligations in connection with letters of credit in favor
of landlords, lenders, lessors and other third party vendors in the ordinary course of business; (xiii) Liens securing reimbursement obligations with respect to self insurance; (xiv) Liens securing the Participated Subordinated Loan
including the grant of any stock pledge agreements entered into in connection with the Participated Subordinated Loan Agreement; (xv) Liens on any of Parent’s assets furnished as collateral to secure Parent’s obligations under the
Special Purpose Financing Undertakings Proviso; (xvi) Liens in connection with the Proposed Acquisition to secure the Indebtedness described in clause (ix) of the definition of Permitted Indebtedness provided such Liens are subject
to the Acquisition Subordination Agreement; and (xvii) Liens incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens described above but any extension, renewal or replacement Lien must be limited to the property
originally encumbered by the existing Lien and the principal amount of any Indebtedness associated therewith may not increase. For the avoidance of doubt, notwithstanding anything in the Stock Pledge Agreements to the contrary, the equity interests
pledged under such agreements may be encumbered by Permitted Liens in favor of the Sub Debt Lenders, the Lenders under the Participated Subordinated Loan Agreement and the seller parties in the Proposed Acquisition. 

“Stock Pledge Agreement” means agreements (i) between Lender and Parent in the form attached to the Agreement as Exhibit
J-1 by which Parent shall pledge as Collateral to Lender, the outstanding stock of Zipcar Canada; (ii) between Lender and Parent in the form attached to the Agreement as Exhibit J-2 by which Parent shall pledge as
Collateral to Lender, the outstanding stock of Zipcar UK; and (iii) between Lender and Parent in the form attached to Amendment 02 as Exhibit J-3 by which Parent shall pledge as Collateral to Lender, the outstanding membership
interest of Zipcar Finance. 
 “Threshold Amount” means: (i) for calendar year 2009, an amount not to exceed ten million
dollars ($10,000,000); (ii) for calendar year 2010, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty percent (30%) of the aggregate Total Financing Amount of all Vehicle leases and/or financing arrangements
established during 2010, plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable Vehicle leases and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2010; (iii) for
calendar year 2011, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty percent (30%) of the aggregate Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010 and 2011
(and not terminated and fully repaid), plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable 







 
Vehicle leases and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2011; (iv) for calendar year 2012, an amount not to exceed ten million dollars
($10,000,000) plus (A) thirty percent (30%) of the Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010, 2011, and 2012 (and not terminated and fully repaid) with respect to Vehicle leases and
finance agreements, plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable Vehicle leases and/or financing arrangements, minus (C) the aggregate of any Released Amount in 2012; and (v) for
calendar year 2013, an amount not to exceed ten million dollars ($10,000,000) plus (A) thirty percent (30%) of the Total Financing Amount of all Vehicle leases and/or financing arrangements established during 2010, 2011, 2012 and 2013 (and
not terminated and fully repaid) with respect to Vehicle leases and finance agreements, plus (B) thirty percent (30%) of the Increased Total Financing Amount of all applicable Vehicle leases and/or financing arrangements, minus
(C) the aggregate of any Released Amount in 2013. In no event shall the Threshold Amount be less than $10,000,000. For purposes of the definition of Threshold Amount the Vehicle leases and/or financing arrangement shall include the Master
Zipcar Finance Lease. 
 “Total Financing Amount” means the maximum capitalized cost and/or maximum principal amount of leases
and/or financing arrangements, as applicable (including the Master Zipcar Finance Lease), made available or anticipated to be made available to Borrower under the applicable Vehicle lease or financing agreement. 

“Vehicles” means all motor vehicles and trailers, and all equipment subject to a vehicle lease or vehicle financing agreement and all
accessories, parts and equipment attached to or used in connection with such motor vehicle, trailer or equipment, all additions, repairs, attachments, accessions, betterments, substitutions, improvements and replacements thereto, and all
certificates of title, related records and warranty rights with respect thereto. 
 II. Section 1.1 of the
Agreement, the following new definitions shall be added: 
 “Acquisition Subordination Agreement” means an intercreditor and
subordination agreement to be entered into by and among Lender, Borrowers and certain seller(s) to whom a Borrower or Subsidiary owes Acquisition Payment Obligations in connection with the Proposed Acquisition, which agreement shall provide
subordination terms for (i) the payment obligations under any notes issued to seller(s) and (ii) the priority and enforcement of any security interests granted to secure such payment obligations, all consistent with the terms of the Term
Sheet and otherwise in form and substance satisfactory to Agent in its sole but reasonable discretion. 
 “Acquisition Payment
Obligations” is defined in clause (ix) of the definition of Permitted Indebtedness. 
 “Amendment 02” means
Amendment No. 02 dated March 12, 2010 to Loan and Security Agreement by and between Lender and Borrower. 
 “Investment”
shall mean the purchase or acquisition of any capital stock or equity interest in any Person.  
 “Manufacturer”
means a manufacturer or distributor of Vehicles. 
 “Manufacturer Proceeds” means (i) all incentive payments payable
by a Manufacturer to purchase Vehicles; (ii) all amounts payable by a Manufacturer as compensation for the preparation of newly delivered Vehicles; (iii) all amounts payable by a Manufacturer as compensation for interest payable after the
purchase price for a Vehicle is paid; (iv) all amounts payable by a Manufacturer in reimbursement for warranty work performed by or on behalf of Parent or its Subsidiaries on Vehicles; and (v) all other amounts payable by a Manufacturer to
Parent or its Subsidiaries. 
 “Master Zipcar Finance Lease” means any lease agreement, as amended, supplemented, modified,
replaced or restated from time to time, entered into between Parent and Zipcar Finance pursuant to which a Borrower leases Vehicles from Zipcar Finance and all schedules and exhibits thereto. 

“Participated Subordinated Loan” means that certain Loan and Security Agreement No. 1222 dated March 12, 2010, as amended,
supplemented, modified or restated from time to time, up to the principal amount of $20,000,000 (the “Participated Subordinated Loan Agreement”) by and between Lighthouse Capital Partners VI, L.P. (together with its permitted
successors and assigns, and also a “Agent” thereunder), and 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. (together with their
affiliates, the “Pinnacle Lenders”) and any assignee thereof permitted by Agent, provided that the Agent and Lenders agree to consent to an assignment of such Pinnacle Lenders’ debt to an affiliate of the Pinnacle Lenders,
which Indebtedness is subordinated to the Subordinated Debt and the Lighthouse Senior Loan pursuant to the Agency and Intercreditor Agreement between the Agent, the Pinnacle Lenders under the Participated Subordinated Loan and the providers of the
Subordinated Debt and Borrowers. 
 “Permitted Investments” shall mean: (i) Investments existing as of the date of this
Agreement disclosed on the Disclosure Schedule; (ii) (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of
acquisition thereof, (B) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors
Service, Inc., and (C) certificates of deposit maturing no more than one (1) year from the date of investment therein; (iii) temporary advances to cover incidental expenses in the ordinary course of business; (iv) investments in joint
ventures, strategic alliances, licensing and similar arrangements customary in Borrowers’ industry and which do not require a Borrower to assume or otherwise become liable for the obligations of any third party not directly related to or
arising out of such arrangement or require Borrowers to transfer ownership of non-cash assets to such joint venture or other entity; (v) Investments consisting of (A) travel advances, employee relocation loans and other employee loans and
advances in the ordinary course of business not to exceed $100,000; and (B) non-cash loans to employees, officers or directors relating to the purchase of equity securities of a Borrower pursuant to employee stock purchase plans or arrangements
approved by a Borrower’s board of directors; (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other
disputes with, customers or suppliers arising in the ordinary course of business; (vii) Investments consisting of notes receivable or, prepaid royalties and other credit obligations to or from customers and suppliers who are not Affiliates, in
the ordinary course of business; (viii) Investments by any Borrower or Subsidiary in any other Borrower or Subsidiary in the ordinary course of business; (ix) Investments by Parent in Zipcar Finance, provided that the amount of such
Investments at any time outstanding shall not exceed the sum of (A) the amount described in the Special Purpose Financing Undertaking Proviso, plus (B) the greater of (1) fifteen million ($15,000,000) dollars, and (II) the amount of
Investments necessary or desirable in order to satisfy any overcollateralization requirements in connection with the Special Purpose Financing; (x) Investments referred to in clause (v) of the definition of Permitted Indebtedness (without
duplication of such amounts); and (xi) Investments by the Parent or any of its Subsidiaries in connection with the Proposed Acquisition, inclusive of the purchase price thereof. 

“Person” means an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability
company, an unincorporated association, a joint venture or other entity or a governmental authority. 
 “Proposed Acquisition”
means that certain acquisition by the Parent or its Subsidiaries (other than Zipcar Finance) of the outstanding shares of the target, on substantially the terms described in that certain term sheet dated as of February 5, 2010, a copy of
which has been provided by the Parent to the Lenders on or prior to the date hereof. 
 “Special Purpose Financing” or
“Special Purpose Financings” means any financing or refinancing of assets consisting of or including Vehicles owned or leased by Zipcar Finance. 

“Special Purpose Financing Document” means any existing or future document, instrument or agreement entered into by Parent or any
Subsidiary in connection with a Special Purpose Financing, each as amended, modified, supplemented, restated or replaced from time to time. 

“Special Purpose Financing Undertakings” means representations, warranties, covenants, indemnities, other agreements and undertakings
entered into or provided by the Parent that the Parent determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing; provided that
it is understood that Special Purpose Financing Undertakings may consist of or include reimbursement and other payment obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes
(and, for the avoidance of doubt, excluding any of Parent’s payment obligations under the Master Zipcar Finance Lease) so long as the aggregate liability at any time outstanding of Parent with respect to such reimbursement and other payment
obligations in respect of notes, letters of credit, surety bonds and similar instruments does not exceed $5,000,000 at any time absent the prior written consent of Lender. 







 “Special Purpose Financing Undertakings Proviso” means the proviso in the definition of
Special Purpose Financing Undertakings. 
 “Term Sheet” means that certain Tenn Sheet entered into as of February 5, 2010
by and between Parent and the target entity of the Proposed Acquisition. 
 “Vehicle Proceeds” means with respect to the Master
Zipcar Finance Lease, (i) all proceeds of the sale of Vehicles, including all monies due in respect of the sale of such Vehicles, whether payable as the purchase price of such Vehicles or as fees, expenses, costs, indemnities, insurance
recoveries or otherwise; (if) all proceeds of warranty rights with respect to Vehicles and all other Manufacturer Proceeds; (iii) all proceeds of property insurance with respect to Vehicles, and (iv) all proceeds of the foregoing.

 “Zipcar Finance” means Zipcar Vehicle Financing LLC, a Delaware limited liability company and a wholly-owned Subsidiary of
Parent created solely for the Special Purpose Financings. 
 “Zipcar Spain” means Catalunya Carsharing, S.A., a company
organized under the laws of Spain of which Parent owns a minority 14.3% interest. 
 III. Sections 5.6 and 5.8 of
the Agreement shall be deleted and replaced with the following new Sections 5.6 and 5.8: 
 5.6 Litigation. All actions or
proceedings pending or, to any Borrower’s knowledge, threatened in writing by or against a Borrower or any Subsidiary before any court or administrative agency are set forth on the Disclosure Schedule. 

5.8 Solvency. Borrowers taken as a whole are solvent and able to pay their debts (including trade debts) as they come due. Borrowers and all
Subsidiaries (other than Zipcar Finance) constitute a common enterprise, for whose benefit the Loans are being made and received. 

IV. Section 6 of the Agreement. Sections 6.2, 6.4, 6.5, 6.8 and 6.9 shall be deleted and replaced with the
following new Sections 6.2, 6.4, 6.5, 6.8, and 6.9: 
 6.2 Financial Statements, Reports, Certificates. Parent shall
deliver to Lender: (i) as soon as prepared, and no later than 30 days after the end of each calendar month, an unaudited consolidated balance sheet, income statement and cash flow statement covering Borrowers’ operations during such
period; (ii) as soon as prepared, but no later than 150 days after the end of the fiscal year, consolidated audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present
Borrowers’ financial condition by an independent public accounting firm reasonably acceptable to Lender (provided that for the fiscal year 2009, such financial statements and opinion shall be delivered no later than 180 days after the end of
fiscal year 2009); (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened against any Borrower which is reasonably likely to result in liability to any Borrower in excess of $250,000 in the
aggregate; and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a
Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F-1 attached to this Amendment 02 

6.4 Use; Maintenance. Each Borrower, at its expense, shall (i) maintain the Collateral in good condition, reasonable wear and tear excepted,
and will comply in all material respects with all laws, rules and regulations regarding use and operation of the Collateral and (ii) repair or replace any lost or damaged Collateral or otherwise use any insurance proceeds with respect to the
Collateral to purchase or acquire property necessary for such Borrower’s business. 







 6.5 Insurance. Each Borrower, at its own expense, shall maintain insurance in amounts and coverages
reasonably satisfactory to Lender; provided that the insurance amounts and coverages described on Annex I hereto are deemed to be satisfactory to Lender. Borrowers’ insurance policy shall: (i) name Lender (with respect to such
Borrower’s business personal property insurance policy covering the Collateral) or additional insured (with respect to such Borrower’s general liability insurance policy), as appropriate; (ii) provide for insurer’s waiver of its
right of subrogation against Lender and Borrowers, as applicable; (iii) be primary without a right of contribution of Lender’s insurance, if any, or any obligation on the part of Lender to pay premiums of a Borrower; and (iv) require the
insurer to give Lender at least 30 days prior written notice of other cancellation or non-renewal and 10 days notice of cancellation for non-payment. Each Borrower shall furnish all certificates of insurance required by Lender. Borrower shall not
take any action or create any breach of warranty by it under any policy of insurance which would cause such insurance to be invalidated. 

6.8 Proposed Acquisition. Within 10 business days of the closing of the Proposed Acquisition, Parent shall enter into a stock pledge agreement
with Lender whereby Parent shall pledge as Collateral to Lender for the benefit of Lenders hereunder, 65% of the outstanding stock of the target entity in such Proposed Acquisition, provided that if such target entity is owned by a Subsidiary that
is not organized in the United States, no such stock pledge shall be required. 
 6.9 Statements of Excluded Accounts and Threshold
Amount. (a) Borrower shall promptly provide Lender account statements or bank confirmations or reports, as applicable, for any of the following or renewals thereof: (i) Flexcar’s certificate of deposit number 22344804 and any
subsequent certificate of deposit accounts issued upon the maturity’ of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate
of deposit number 22298407 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation;
(iii) Parent’s account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of
deposit number 22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; and
(v) Parent’s account number 8800063910 securing letter of credit 1100217573 with Silicon Valley Bank issued in favor of Merchants Automotive Group. Borrower shall promptly provide Lender account statements or bank confirmations or reports,
as applicable, upon establishment or renewal for other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. 

(b) Within 30 days of the end of the each calendar quarter, Parent shall provide Lender with a report in the form attached hereto as Exhibit K,
which report shall verify Borrower’s compliance with the Threshold Amount. 
 Section 6 of the Agreement, a
new Section 6.10 shall be added as follows: 
 6.10 Zipcar Spain. In the event Parent holds a 50.1% or greater interest in Zipcar
Spain, Parent and Lender shall promptly enter into a stock pledge agreement whereby Parent shall pledge as Collateral to Lender its interest in Zipcar Spain; provided that in no event shall Parent be required to pledge over 65% of the
outstanding voting securities in Zipcar Spain. 
 V. Section 7 of the Agreement shall be deleted in its entirety and
replaced with the following: 







 7. NEGATIVE COVENANTS 

Each Borrower will not do, nor suffer or permit any other Borrower or Subsidiary (other than Zipcar Finance) to do, any of the following: 

7.1 Location of Collateral. Change its chief executive office or principal place of business or remove, except in the ordinary course of such
Borrower’s business, the Collateral or such Borrower’s Books from the premises listed in Section 11 or described in the Disclosure Schedule without giving 30 days prior written notice to Lender. 

7.2 Extraordinary Transactions. Enter into any material transaction not in the ordinary course of such Borrower’s business, including the
sale, lease, license or other disposition of its assets, other than (i) sales of inventory in the ordinary course of such Borrower’s business; (ii) licenses of such Borrower’s intellectual property assets entered into in the
ordinary course of business; (iii) disposition of worn out or obsolete equipment, and any disposition of Vehicles and such Borrower’s rights under any Vehicle lease of or Vehicle Financing arrangement with respect to Vehicles;
(iv) joint ventures with respect to entering and conducting operations in the urban-car sharing market in Europe which ventures are approved unanimously by the Parent’s Board of Directors; and (v) transactions required under the terms
of the Special Purpose Financing Documents; (vi) the Proposed Acquisition; and (vii) any transaction otherwise permitted under this Section 7 or not an Event of Default under Section 8.12. 

7.3 Restructure. Make any material change in any Borrower’s or any Subsidiary’s corporate and organizational structure including
extinguishment or creation of Subsidiaries (provided, however, Parent may change, create and from time to time modify the corporate and organizational structure of Zipcar Finance and the Parent and its Subsidiaries may consummate the Proposed
Acquisition), change of corporate entity type, changes in jurisdictional organization or reassignment of headquarters outside of the United States, without giving at least 30 days prior written notice to Lender, cease to have its primary business
activity be providing urban car-sharing services, or cease or materially suspend operation of the business of Parent or any other Borrower or any Subsidiary (other than Zipcar Finance), if such suspension or cessation would reasonably be expected to
result in a Material Adverse Effect. 
 7.4 Liens. Create, incur, assume or suffer to exist any Lien of any kind with respect to any of
its property or a Subsidiary’s (other than Zipcar Finances’) property, whether now owned or hereafter acquired, except for Permitted Liens. Any and all future Vehicles financings or Vehicles lease arrangements (other than the Master Zipcar
Finance Lease) for any Borrowers’ or any Subsidiary’s (other than Zipcar Finance’s) fleet Vehicles shall limit the collateral provided for such financings to (a) the Vehicles financed or leased thereunder and the proceeds of the
sale of such Vehicles and insurance proceeds if required by the applicable lessor or lender, and (b) any Liens permitted under clause (xii) of the definition of Permitted Liens. The Master Zipcar Finance Lease shall limit the collateral
provided thereunder to the Liens described in clause (vi)(b) of the definition of Permitted Liens. The aggregate principal amount of Indebtedness outstanding under the Lease Financing Agreement – Daily Rental dated August 3, 2007 between
Flexcar and DaimlerChrysler Financial Services Americas LLC shall not exceed the principal amount of $1,000,000 while the Obligations are outstanding. 

7.5 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness or cause or suffer any Subsidiary
(other than Zipcar Finance) to create, incur, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness. 
 7.6
Investments. Make no Investments other than Permitted Investments. 
 7.7 Distributions. Pay any dividends or distributions, or
redeem or repurchase, any capital stock, except for (i) repurchases of capital stock from departing employees or directors, under repurchase agreements approved by such Borrower’s Board of Directors and (ii) cash dividends payable
solely to Parent by any Subsidiary. 
 7.8 Transactions with Affiliates. Directly or indirectly enter into any transaction with any
Borrower, Subsidiary or affiliate which is on terms less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated entity; provided, any such transaction shall not be a breach of this
Section 7.8 if approved by the Parent’s Board of Directors; and provided further that Parent may enter into the Master Zipcar Finance Lease and be party to and perform its obligations under the Master Zipcar Finance Lease and the other
Special Purpose Financing Documents. 
 7.9 Compliance. (i) Become an “investment company” under the Investment Company
Act of 1940 or extend credit to purchase or carry margin stock; (ii) fail to meet the minimum funding requirements of ERISA; (iii) permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; (iv) fait to comply
in all material respects with the Federal Fair Labor Standards Act; or (v) violate in any material respect any other material law or material regulation. 







 7.10 UCC Effectiveness. Change its name, jurisdiction of organization, or take any other action that
would reasonably be expected to render Lender’s financing statements misleading under the UCC, without giving Lender 30 days advance written notice. 

7.11 Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which
Lender has obtained a perfected security interest. Notwithstanding the foregoing, Lender will not have a security interest in (i) Flexcar’s certificate of deposit number 22344804 and any subsequent certificate of deposit accounts issued
upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate
of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iii) Parent’s account number S312163 with KeyBank
issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of
deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash pledged to VPSI, Inc, to support Borrower’s
financing obligations; (vi) Parent’s account number 8800063910 securing letter of credit 1100217573 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established after the date hereof
consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through
(vii), including without duplication any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount. For so long as the Obligations are outstanding,
Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one
or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such
Subsidiary’s deposit account or investment accounts. 
 7.12 Maintenance of Subsidiaries. No Borrower shall, or shall permit or
cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of
“Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2
hereof; (ii) divest or “spin-off any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or
consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control
(as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make
a pledge of, any capital stock of any Subsidiary in favor of any person other than Lender. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than
through the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in
excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such
transaction or transactions. 
 VI. Section 8 of the Agreement. Sections 8.5 and 8.10 shall be deleted
and replaced with the following new Sections 8.5 and 8.10: 
 8.5 Other Agreements. There is a default in any agreement
(other than the Special Purpose Financing Documents) to which Borrower is a party resulting in the acceleration of the maturity of any Indebtedness, in an 







 amount greater than $250,000. There is a default under the Special Purpose Financing Documents and
the trustee thereunder has been instructed to commence a liquidation event with respect to any Vehicle or Vehicles subject to the Zipcar Master Finance Lease and/or any Vehicle or Vehicles that are collateral under the Special Purpose Financing
Documents. 
 8.10 Involuntary Bankruptcy. An involuntary bankruptcy case against Borrower remains undismissed or unstayed for 60 days
or, if earlier, an order granting the relief sought is entered. 
 VII. Section 9.1 of the Agreement shall be
deleted and replaced with the following new Section 9.1: 
 9.1 Rights and Remedies. Upon the occurrence and continuance of
any Event of Default, Lender may, at its election, without notice of election and without demand, but subject to the applicable provisions of Section 13 hereof, do any one or more of the following, all of which are authorized by each Borrower:
(i) accelerate and declare the Loan and all Obligations immediately due and payable; (ii) make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral, with such amounts
becoming Obligations bearing interest at the Default Rate; (iii) exercise any and all other rights and remedies available under the UCC or otherwise; (iv) require Borrower to assemble the Collateral at such places as Lender may designate;
(v) enter premises where any Collateral is located, take, maintain possession of, or render unusable the Collateral or any part of it; (vi) without notice to Borrower, set off and recoup against any portion of the Obligations;
(vii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral, in connection with which Borrower hereby grants Lender a license to use without charge Borrower’s premises,
labels, name, trademarks, and other property necessary to complete, advertise, and sell any Collateral; and (viii) sell the Collateral at one or more public or private sales. 

VIII. A new Section 13 shall be added to the Agreement: 

13. SPECIAL PURPOSE FINANCING PROVISIONS 

13.1 Limited Remedies with Respect to Zipcar Finance. Lender agrees that, prior to the date that is one year and one day after the payment in full
of all the obligations of Zipcar Finance in connection with and under all Special Purpose Financings, (i) Lender shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any
other Person in instituting against, Zipcar Finance any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the capital stock of
Zipcar Finance in the name of Lender or any designee or nominee thereof, (C) foreclose upon the capital stock of Zipcar Financing regardless of the bankruptcy or insolvency of the Parent or any other Subsidiary, (D) exercise any voting
rights granted or appurtenant to such capital stock of Zipcar Finance or (E) enforce any right that the holder of any such capital stock of Zipcar Finance might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity
status of Zipcar Finance and (ii) Lender hereby waives and releases any right to require (A) that Zipcar Finance be in any manner merged, combined, collapsed or consolidated with or into the Parent or any other Subsidiary, including by way
of substantive consolidation in a bankruptcy case or (B) that the status of Zipcar Finance as a separate entity be in any respect disregarded. Lender agrees and acknowledges that any trustee under any indenture entered into with respect to a
Special Purpose Financing is an express third party beneficiary with respect to this Section 13.1 and each such person shall have the right to enforce compliance by Lender with this Section 13.1. 

13.2 Lien Release. Upon the transfer by the Parent or any Subsidiary (other than Zipcar Finance) of Vehicles to Zipcar Finance in a securitization
as permitted under this Agreement, any Liens with respect to such Vehicles and Vehicle Proceeds arising under the Loan Agreement or any Loan Documents shall automatically be released (and the Lender is hereby authorized to execute and enter into any
such releases and other documents as the Parent may reasonably request in order to give effect thereto). 
 13.3 Collateral Restrictions.
Lender shall take no action related to the Collateral that would be the direct cause of Zipcar Finance to breaching, in any material respect, any covenants to which it is subject in its Certificate of Formation dated February 4, 2010 or the
Limited Liability Company Agreement dated March 4, 2010 (the “Limited Liability Company Agreement”), and any amendments thereto, provided Lender is immediately provided with copies of any such amendments. 







 amount greater than $250,000. There is a default under the Special Purpose Financing Documents and
the trustee thereunder has been instructed to commence a liquidation event with respect to any Vehicle or Vehicles subject to the Zipcar Master Finance Lease and/or any Vehicle or Vehicles that are collateral under the Special Purpose Financing
Documents. 
 8.10 Involuntary Bankruptcy. An involuntary bankruptcy case against Borrower remains undismissed or unstayed for 60 days
or, if earlier, an order granting the relief sought is entered. 
 VII. Section 9.1 of the Agreement shall be
deleted and replaced with the following new Section 9.1: 
 9.1 Rights and Remedies. Upon the occurrence and continuance of
any Event of Default, Lender may, at its election, without notice of election and without demand, but subject to the applicable provisions of Section 13 hereof, do any one or more of the following, all of which are authorized by each Borrower:
(i) accelerate and declare the Loan and all Obligations immediately due and payable; (ii) make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral, with such amounts
becoming Obligations bearing interest at the Default Rate; (iii) exercise any and all other rights and remedies available under the UCC or otherwise; (iv) require Borrower to assemble the Collateral at such places as Lender may designate;
(v) enter premises where any Collateral is located, take, maintain possession of, or render unusable the Collateral or any part of it; (vi) without notice to Borrower, set off and recoup against any portion of the Obligations;
(vii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral, in connection with which Borrower hereby grants Lender a license to use without charge Borrower’s premises,
labels, name, trademarks, and other property necessary to complete, advertise, and sell any Collateral; and (viii) sell the Collateral at one or more public or private sales. 

VIII. A new Section 13 shall be added to the Agreement: 

13. SPECIAL PURPOSE FINANCING PROVISIONS 

13.1 Limited Remedies with Respect to Zipcar Finance. Lender agrees that, prior to the date that is one year and one day after the payment in full
of all the obligations of Zipcar Finance in connection with and under all Special Purpose Financings, (i) Lender shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any
other Person in instituting against, Zipcar Finance any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the capital stock of
Zipcar Finance in the name of Lender or any designee or nominee thereof, (C) foreclose upon the capital stock of Zipcar Financing regardless of the bankruptcy or insolvency of the Parent or any other Subsidiary, (D) exercise any voting
rights granted or appurtenant to such capital stock of Zipcar Finance or (E) enforce any right that the holder of any such capital stock of Zipcar Finance might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity
status of Zipcar Finance and (ii) Lender hereby waives and releases any right to require (A) that Zipcar Finance be in any manner merged, combined, collapsed or consolidated with or into the Parent or any other Subsidiary, including by way
of substantive consolidation in a bankruptcy case or (B) that the status of Zipcar Finance as a separate entity be in any respect disregarded. Lender agrees and acknowledges that any trustee under any indenture entered into with respect to a
Special Purpose Financing is an express third party beneficiary with respect to this Section 13.1 and each such person shall have the right to enforce compliance by Lender with this Section 13.1. 

13.2 Lien Release. Upon the transfer by the Parent or any Subsidiary (other than Zipcar Finance) of Vehicles to Zipcar Finance in a securitization
as permitted under this Agreement, any Liens with respect to such Vehicles and Vehicle Proceeds arising under the Loan Agreement or any Loan Documents shall automatically be released (and the Lender is hereby authorized to execute and enter into any
such releases and other documents as the Parent may reasonably request in order to give effect thereto). 
 13.3 Collateral Restrictions.
Lender shall take no action related to the Collateral that would be the direct cause of Zipcar Finance to breaching, in any material respect, any covenants to which it is subject in its Certificate of Formation dated February 4, 2010 or the
Limited Liability Company Agreement dated March __, 2010 (the “Limited Liability Company Agreement”), and any amendments thereto, provided Lender is immediately provided with copies of any such amendments. 







 13.4 No Right or Interest. Lender acknowledges that they have no interest in, and will not assert any
interest in, the assets owned by Zipcar Finance (including without limitation any Vehicle or Vehicle Proceeds subject to the Master Zipcar Finance Lease and all rights thereunder) other than, following a transfer of any pledged equity interest of
Zipcar Finance to Lender, in connection with any exercise of remedies pursuant to this Agreement or the other Loan Documents, the right to receive lawful dividends or other distributions when paid by Zipcar Finance from lawful sources pursuant to
the Special Purpose Financing Documents and in accordance with the rights of a member of Zipcar Finance under the Limited Liability Company Agreement or under applicable law. 

IX. Additional Terms and Conditions 

(a) Borrower shall agree to promptly pay all Lender’s Expenses for the preparation and negotiation of this Amendment 02 when
requested. 
 (b) Representations and Warranties of Borrower. Except as set forth on Schedule 1 hereto, Borrower
reaffirms the representations and warranties made to Lender in the Agreement as of the date hereof as though fully set forth herein. Borrower further warrants and represents, as a significant material inducement to Lender to enter hereinto, that:
(i) no Events of Default have occurred that have not been disclosed to Lender by Borrower in writing; (ii) all actions or proceedings pending, or to any Borrower’s knowledge, threatened in writing by or against a Borrower or any
Subsidiary before any court or administrative agency are set forth in the Disclosure Schedule attached hereto; and (iii) it is in full compliance with Section 7.11 of the Agreement, as amended hereby. 

(c) No Control. Borrower warrants and represents, as a significant material inducement to Lender to enter hereinto, that none of
Lender nor any affiliate, officer, director, employee, agent, or attorney of Lender, have at any time, from Borrower’s date of formation through to the date hereof, (i) exercised management or other control over the Borrower,
(ii) exercised undue influence over Borrower or any of its officers, employees or directors, (iii) entered into any joint venture, agency relationship, employment relationship, or partnership with Borrower, (iv) directed or instructed
Borrower on the manner, method, amount, or identity of payee of any payment made to any creditor of Borrower (other than Lender), and further, Borrower warrants and represents that by entering hereinto with Lender has not, are not and will not have
engaged in any of the foregoing. 
 VIII. Integration Clause. This Amendment 02, together with the Agreement and
Amendment 01 thereto, represents and documents the entirety of the agreement and understanding of the parties hereto with respect to its subject matter. All prior understandings, whether oral or written, other than the Loan Documents, are hereby
merged hereinto. NONE OF THE AGREEMENT OR THIS AMENDMENT 02 MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY LENDER AND BORROWER. Each provision hereof shall be severable from every other provision when determining its legal enforceability such
that Lender’s rights and remedies under this Amendment 02 and the Agreement may be enforced to the maximum extent permitted under applicable law. This Amendment 02 shall be binding upon, and inure to the benefit of, each party’s respective
permitted successors and assigns. This Amendment 02 may be executed in counterpart originals, all of which, when taken together, shall constitute one and the same original document. No provision of any other document between Lender and Borrower
shall limit the effectiveness hereof or the rights and remedies of Lender against Borrower. In the event of any contradiction or inconsistency among the terms and conditions of this Amendment 02 or the Agreement the interpretation most favorable to
the interests of Lender shall prevail. 







 Except as amended hereby, the Agreement remains unmodified and unchanged. 

 

									
	BORROWER:	 		 	LENDER:
			
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 	By:	 	 LIGHTHOUSE MANAGEMENT PARTNERS VI,

L.L.C., its general partner

					
	By:	 	/s/ Scott W. Griffith	 		 	By:	 	/s/ Ryan Turner
	Name:	 	Scott W. Griffith	 		 	Name:	 	Ryan Turner
	Title:	 	Chairman & CEO	 		 	Title:	 	Managing Director
				
	ZIPCAR NEW YORK, INC.	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	President	 		 		 	
				
	ZIPCAR WASHINGTON, INC.	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	President	 		 		 	
				
	ZIPCAR CALIFORNIA, INC.	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	President	 		 		 	









									
	ZIPCAR ON CAMPUS, INC.	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	President	 		 		 	
				
	MOBILITY, INC.	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	President & CEO	 		 		 	
				
	FLEXCAR ATLANTA LLC	 		 		 	
					
	By:	 	/s/ Scott W. Griffith	 		 		 	
	Name:	 	Scott W. Griffith	 		 		 	
	Title:	 	Director	 		 		 	

  

			
	Attachments:	  	
		
	Exhibit A-1	  	Collateral Description (Parent)
	Exhibit F-1	  	Officer’s Certificate
	Exhibits J-3	  	Stock Pledge Agreements (Zipcar Finance)
		
	Schedule I	  	Disclosure Schedule








 EXHIBIT A-1 

COLLATERAL 

This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the following types or items of property, wherever
located and whether now owned or hereafter acquired, and Debtor hereby grants to Lighthouse Capital Partners VI, L.P. (“Secured Party”) a security interest therein as collateral for the payment and performance of all present and
future indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, under the Loan and Security Agreement including without limitation all obligations and liabilities of Debtor, or Zipcar New York, Inc., a Delaware corporation,
Zipcar Washington, Inc., a Delaware corporation, Zipcar California, Inc., a Delaware Corporation, Zipcar on Campus, Inc. a Delaware corporation, Mobility, Inc. d/b/a Flexcar, a Washington corporation, and Flexcar Atlanta LLC, a Delaware limited
liability company arising under or relating to that certain Loan and Security Agreement naming them entered into with Secured Party on May 29, 2009, as amended. Debtor agrees that said security interest may be enforced by Secured Party in
accordance with the terms of all security and other agreements between Secured Party and Debtor, the California Uniform Commercial Code, or both, and that this document shall be fully effective as a security agreement, even if there is no other
security or other agreement between Secured Party or Debtor: 
 All assets of the Debtor; all personal property of Debtor; 

All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as such terms are defined in Division 9 of the California Uniform Commercial Code in effect on
the date hereof; 
 All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all
kinds; all rights as a licensee or any kind; all customer lists, telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; 

All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the foregoing; all deposit accounts, special and
general, whether on deposit with Secured Party or others; 
 All life and other insurance policies, claims in contract, tort or otherwise, and
all judgments now or hereafter arising therefrom; 
 All right, title and interest of Debtor, and all of Debtor’s rights, remedies,
security and liens, in, to and in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, and all guarantees and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; 

All notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw
materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; 

All inventory, raw materials and work in progress wherever located; all present and future claims against any supplier of any of the foregoing, including
claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY’S SECURITY
INTEREST; 
 All equipment and fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN
CONSENT OF SECURED PARTY EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOAN AND SECURITY AGREEMENT BETWEEN DEBTOR 







 
AND SECURED PARTY DATED AS OF MAY 29, 2008, as amended, (the “Loan Agreement”) including without limitation all machinery, machine tools, motors, controls, parts, vehicles,
workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for
any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; 
 All investment property;

 All books, records, ledger cards, computer data and programs and other property and general intangibles at any time evidencing or relating to
any or all of the foregoing; and 
 All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including proceeds in
the form of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any
or all of the foregoing, 
 NOTICE - PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE
COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR’S ACCOUNTS,
CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY. 

Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not cover any of Debtor’s interests in, and the
Collateral shall not under any circumstance include, and no security interest is granted in, (I) any capital stock of any Subsidiary of Debtor which Subsidiary is organized in any jurisdiction outside of the United States in excess of 65% of
the voting securities of such Subsidiary, or any capital stock of any Subsidiary of Debtor which is directly or indirectly owned by any Subsidiary which is organized in any jurisdiction outside of the United States, (II) any Vehicles owned or leased
by any Debtor and any Vehicle Proceeds; (III) Debtor’s Intellectual Property, including, without limitation, any and all property of the Debtor that is subject to, listed in or otherwise described in the Negative Pledge Agreement dated
May 29, 2008 between the Secured Party and the Debtor; (IV) restricted cash or similar cash equivalents, to the extent that any applicable pledge, security or similar agreement restricts Debtor from granting a lien on such cash or cash
equivalents; (V) any of the Debtor’s rights under any lease or financing agreement with third parties permitted under the Loan Agreement to the extent such lease or financing agreement restricts the Debtor from granting a lien on
Debtor’s rights thereunder; (VI) any of Debtor’s rights under the Master Zipcar Finance Lease and any Special Purpose Financing Document and (VII) Debtor’s Zero Emission Vehicle Credits, now existing or hereafter arising from time to
time (provided the proceeds of such Zero Emission Vehicle Credits shall be deemed “Collateral” under the Loan Agreement). “Intellectual Property” means, collectively, all rights, priorities and privileges of the
Debtor relating to intellectual properly, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or interest, whether
arising under United States, multinational or foreign laws or otherwise, and shall include, in any event, all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work
thereof, whether published or unpublished and whether or not the same also constitutes a trade secret (collectively, the “Copyrights”), patents, patent applications and like protections, including, without limitation, improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), trademark and servicemark rights, whether registered or not, applications to register and registrations of
the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), all amendments, extensions, renewals of any Copyright, Trademark
or Patent, all licenses or other rights to use any Copyrights, Trademarks or Patents, trade secrets, internet domain names (including any right related to the registration thereof), proprietary or confidential information, all intellectual property
rights in computer software and computer software products, mask works, sources object or other programming codes, inventions (whether or not patented or patentable), technical information, procedures, designs, design rights, knowledge, know-how,
software, data base, data, skill, expertise, 







 
recipe, experience, process, models, drawings, materials, records, any and all claims for damages by way of past, present and future infringement of any of the rights above including the right to
sue for and collect damages for such infringement. Notwithstanding the foregoing, Intellectual Property as defined above does not include accounts, accounts receivable, royalties, licensing fees, contract rights that generate revenue, proceeds, or
other revenue obtained or owed from or on account of the licensing or other exploitation of Intellectual Property, none of which are excluded, and all of which are included as collateral in the security interest granted by Debtor to Secured Party.

  

									
	“DEBTOR”	 		 	“SECURED PARTY”
			
	ZIPCAR, INC., a Delaware corporation	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
		 		 		 	BY:	 	LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C.,
		 		 		 		 	its general partner
					
	By:	 	 	 		 	By:	 	 
	Name: 	 	 	 		 	Name: 	 	 
	Title:	 	 	 		 	Title:	 	 
		 		 		 		 	








 EXHIBIT F-1 

OFFICER’S CERTIFICATE 

The undersigned, to induce LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”),
to extend or continue financial accommodations to ZIPCAR, INC., a Delaware corporation, ZIPCAR NEW YORK, INC., a Delaware corporation,
ZIPCAR WASHINGTON, INC., a Delaware corporation, ZIPCAR CALIFORNIA, INC., a Delaware corporation, ZIPCAR ON
CAMPUS, INC., a Delaware corporation, MOBILITY, INC., a Washington corporation, and FLEXCAR ATLANTA LLC, a Delaware limited liability
company ( collectively, the “Borrower”) pursuant to the terms of that certain Loan and Security Agreement dated May 29,2008, as amended (the “Loan Agreement”), hereby certifies that on the date hereof:

  

	 	1.	I am the duly elected and acting Chairman and Chief Executive Officer of Parent authorized to act, and signing below, on behalf of each Borrower


  

	 	2.	I am a Responsible Officer of each Borrower as that term is defined in the Loan Agreement. 


 

	 	3.	The information submitted herewith is in fact what it purports to be. 

  

	 	4.	The information delivered herewith fairly presents the financial condition of the Borrower taken as a whole as of the respective dates reported on in such information.


  

	 	5.	The Borrowers, taken as a whole, are solvent and currently able to pay their debts (including trade debts) as they come due. 


 

	 	6.	Borrower and all Subsidiaries (other than Zipcar Finance) constitute a common enterprise, for whose benefit the Loans are being made and received.


  

	 	7.	I understand that Lender is relying upon the truthfulness, accuracy and completeness hereof in connection with the Loan Agreement. 


 

	 	8.	I will advise you if it comes to my attention that, as of the date hereof, the information submitted herewith did not fairly present the financial condition of the
Borrower taken as a whole. 

 IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on
.. 
  

			
	ZIPCAR, INC.
		
	By:	 	 
	Name:	 	Scott Griffith
	Title:	 	Chairman and Chief Executive Officer









 EXHIBIT J-3 

STOCK PLEDGE AGREEMENT 







 SHARE PLEDGE AGREEMENT 

THIS SHARE PLEDGE AGREEMENT (this “Agreement”), dated as of March 12, 2010, is made by ZIPCAR, INC., a Delaware
corporation (the “Pledgor”), in favor of LIGHTHOUSE CAPITAL PARTNERS VI, L.P., a Delaware limited partnership (“Pledgee”), with reference to the following: 

WHEREAS, Pledgor owes certain obligations of payment and performance to Pledgee pursuant to the terms of that certain Loan and Security
Agreement number 1221 dated May 29, 2008, as amended (the “Loan Agreement” and collectively with all instruments entered into in connection therewith, and all as amended from time to time, the “Loan”; collectively with the
all other documents entered in connection therewith, the “Loan Documents”); 
 WHEREAS, Pledgor is the owner of 100%
of the /membership interests of Zipcar Vehicle Financing LLC, a Delaware limited liability company (“Company”), and has agreed to pledge to Pledgee all of such membership interests (the “Pledged Shares”); and 

WHEREAS, Pledgor by this Agreement pledges to Pledgee the Pledged Shares as more fully set forth and agreed to below as a condition to
the Amendment No. 02 to the Loan Agreement of even date herewith. 
 NOW, THEREFORE, pursuant to the Loan Documents, and in
consideration of the mutual promises herein contained and for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Rules of Construction. Terms not otherwise defined herein and defined in the California Uniform Commercial Code (the “UCC”)
shall have the meaning stated therein. “Hereof,” “herein,” “hereunder,” and similar words refer to this Agreement in its entirety. Sections, Exhibits and Schedules refer to Sections, Exhibits and Schedules of this
Agreement unless otherwise stated. “Or” is not necessarily exclusive, “Including” is not limiting. All accounting terms and computations will be construed in accordance with generally accepted accounting principles consistently
applied. 
 2. Creation of Security Interest. Pledgor hereby pledges to Pledgee, and grants to Pledgee a continuing security
interest in, all of the following property (collectively, the “Collateral”): (a) the Pledged Shares and all Dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Pledged Shares, (b) all cash or other property that comes into the possession of Pledgee in which a security interest may be perfected by possession; and (c) all present and future direct or indirect
products and proceeds of the foregoing in whatever form and wherever located, whether arising from a voluntary or involuntary event, including, without limitation, proceeds of proceeds, and all claims against third parties. It is expressly agreed
and understood that notwithstanding provisions of paragraph 4(a) below, Pledgee and Pledgor agree that this Agreement together with the form Acknowledgment of the Pledged Shares shall be operative to perfect the security interest of Pledgee in the
uncertificated Pledged Shares. 
 3. The Obligations. The Collateral secures and will secure the prompt payment and performance
by Pledgor and Company of all of obligations under the Loan Documents excluding any obligations under the Warrant (as defined in the Loan Agreement), any stockholder agreement, management rights letter, or registration rights agreement to which
Lender is made a party and any inchoate indemnity obligations (the “Obligations”). 







 4. Perfection of Security Interest. Pledgee may do anything which it deems reasonably
necessary to perfect its interest in any Collateral. Without limiting the generality of the foregoing: 
 (a)
Delivery of Collateral. All certificates or instruments representing or evidencing the Collateral, if any, shall be delivered to and held by Pledgee pursuant hereto and shall be accompanied by a duly executed instrument of transfer in blank together
with any other documents relating to the Collateral which Pledgee requires, all in form and substance reasonably satisfactory to Pledgee. Pledgee shall have the right, at any time in its discretion and without notice to Pledgor, upon the occurrence
of an Event of Default, to transfer to or register in the name of Pledgee or any of its nominees any or all of the Collateral. In addition, Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing
Collateral, if any, for certificates or instruments of smaller or larger denominations. 
 (b) Further
Assurances. At any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Pledgee
may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 

(c) Power of Attorney. Pledgor hereby irrevocably appoints Pledgee Pledgor’s attorney-in-fact and authorizes Pledgee,
with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, to exercise at any time in Pledgee’s discretion all or any of the following powers, at Pledgor’s sole expense, which powers of attorney, being
coupled with an interest, are irrevocable throughout the term hereof: (i) to take any action or to execute any instrument to accomplish the purposes hereof and to sign Pledgor’s name upon documents to be executed, recorded, or filed to
perfect or continue perfected Pledgee’s security interest in the Collateral, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any Dividend or any part thereof and to give full
discharge for the same; (ii) during the continuance of an Event of Default, to settle any claim or other matter with respect to any insurance concerning the Collateral, and to obtain at Pledgor’s expense and adjust insurance required to be
paid hereunder; (iii) during the continuance of an Event of Default, to file any claim, action, or proceeding deemed advisable with respect to any of the Collateral; and (iv) after an Event of Default or Default, to exercise any voting or
other rights with respect to the shares as determined by Pledgee in its sole and absolute discretion. Pledgor ratifies and approves all such acts. 

(d) Notification. Pledgee may at its option at any time, whether or not an Event of Default has occurred, notify any
person or entity of Pledgee’s interest in the Collateral. 
 5. Term of Security Interest. This Agreement and the rights
granted to Pledgee herein will continue in full force and effect until the final and indefeasible payment and performance in full of all Obligations. Upon such termination, Pledgee will, at Pledgor’s expense, execute and deliver to Pledgor such
documents as Pledgor reasonably requests to evidence such termination, including but not limited to UCC Termination Statements. 

6. Representations and Warranties. Pledgor represents and warrants that: 

(a) Defaults. No Event of Default or Default has occurred. 

(b) Authority. This Agreement is valid, binding and enforceable against Pledgor in accordance with its terms. Pledgor is a
corporation duly incorporated under the laws of Delaware and has all corporate power, permits, legal authority, and intellectual property rights as are necessary to (i) conduct its business as now conducted except as would not reasonably be
likely to have a material adverse effect on the Pledgor, (ii) execute and deliver this Agreement and perform its obligations hereunder (iii) pledge the Collateral and (iv) permit the exercise by Pledgee of the voting or other rights
or remedies provided herein (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or laws affecting Pledgee specifically), and no authorization, approval, or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required. Pledgor is in good standing in each jurisdiction in which it conducts business. The person executing this Agreement on behalf of Pledgor is duly authorized
to do so. 







 (c) Validity. This Agreement creates a valid and perfected first priority
security interest in the Collateral, securing the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The pledge of the Collateral pursuant hereto creates a valid
and perfected first priority security interest in the Collateral, securing the Obligations. 
 (d) Pledged
Shares. The Pledged Shares have been, and the Dividends will be, duly authorized and validly issued and fully paid. Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or
encumbrance except for the security interest created by this Agreement and the Permitted Liens (as defined in the Loan Agreement). The Pledged Shares constitute the entire issued share capital of Company. 

7. Voting Rights. So long as no Event of Default or Default has occurred and is continuing, Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms hereof; provided, however, that Pledgor shall give Pledgee five days advance notice of the manner in which it
intends to exercise such rights and not exercise or refrain from exercising any such right if, in Pledgee’s judgment, acting reasonably, such action would have a material adverse effect on the value of the Collateral or any part thereof,
provided, however, such notice shall only be required to be given with respect to an extraordinary transaction concerning the Collateral or the Company. Pledgee shall execute and deliver (or cause to be executed and delivered) to Pledgor all
such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise. Upon an Event of Default or Default, all rights of Pledgor to exercise
such voting and other consensual rights shall cease, and all such rights shall thereupon become vested in Pledgee, who shall thereupon have the sole right to exercise such voting and other consensual rights. 

8. Dividends. So long as any Obligations remain outstanding, whether or not the time for performance or payment thereof shall have
expired, Pledgor shall not be entitled to receive any dividend, interest, instrument, distribution, exchange or conversion payable in cash, property, securities or otherwise, received, receivable or otherwise distributed, automatically or otherwise,
in respect of, in connection with, or in exchange or conversion for, any Collateral, including without limitation securities deliverable upon recapitalization, reclassification, adjustment, merger or consolidation (collectively,
“Dividends”), and all Dividends shall be forthwith delivered to Pledgee to hold as Collateral and shall, if received by Pledgor, be received in trust for the benefit of Pledgee and segregated from Pledgor’s other property or funds and
be forthwith delivered in kind to Pledgee as Collateral, with any endorsement or other mark required by Pledgee for the protection of its interests or the exercise of its rights hereunder. 

9. Covenants. Pledgor covenants that, except with the prior written consent of Pledgee to the contrary: 

(a) Transfers. Pledgor will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the
Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except for the security interest hereunder and except for Permitted Liens (as defined in
the Loan Agreement). 
 (b) Issuances. Pledgor will (i) cause Company not to issue any shares or other
securities in addition to or in substitution for the Pledged Shares issued by Company and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, of any and all additional shares or other securities of Company.








 (c) Notification. Pledgor will give Pledgee thirty days’ prior written
notice of any change of its address, name or form of business organization. Before changing the same, Pledgor will execute and deliver to Pledgee such financing statements and other documents as Pledgee may reasonably require to continue the
perfection of its security interest in the Collateral. 
 (d) Collateral Taxes. Pledgor will pay when due,
indemnify and hold harmless, and reimburse Pledgee for, on an after-tax basis, all Collateral Taxes. “Collateral Taxes” means all foreign, federal, state and local taxes, assessments, and other governmental charges of any kind, and any
interest, fines or penalties thereon, which may be levied, directly or indirectly, with respect to any Collateral or its delivery, ownership, possession, documentation, or other disposition or upon the receipts or earnings arising therefrom,
regardless of whether levied against Pledgee or Pledgor. Pledgor will execute and deliver to Pledgee, on demand, appropriate certificates attesting to the payment or deposit thereof. Pledgee may, but is not obligated to, pay any Collateral Taxes
without waiving the foregoing indemnity. Pledgor may, after proper payment of Collateral Taxes, at its own expense contest the same in good faith with the appropriate taxing authority, provided that said contest is not adverse to Pledgee, does not
in any way put at risk Pledgee’s interest herein or in any Collateral and does not create the risk of any further Collateral Taxes. 

(e) Reports. Pledgor will furnish Pledgee with such information and copies of such documents relating to this Agreement,
Pledgor, Company, or the Collateral as Pledgee may reasonably request from time to time. 
 10. Security Interest Absolute. All
rights of Pledgee and the security interest granted hereby, and all obligations of Pledgor hereunder, are absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or
instrument relating thereto; (b) any amendment to, or waiver of, or any consent to any departure from, any Loan Document; (c) any exchange, release or non perfection of any interest in, collateral for, or property subject to any Loan
Document, or any release under, amendment to, or waiver of, or consent to departure from, any guaranty for all or any Loan Document; (d) Pledgor’s bankruptcy, insolvency, reorganization, liquidation or any discharge or modification of
Obligations under any Loan Document; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor or a third party pledgor against Pledgee. Pledgee may release, surrender or substitute any
Collateral, property or other security; or accept any type of further Collateral or security, without in any way affecting the Obligations. Consent is hereby given to delay or indulgence in enforcing payment or performance of any of the Obligations.

 11. Reinstatement. This Agreement will remain in full force and effect and continue to be effective should (a) any
petition be filed by or against Pledgor for liquidation or reorganization, (b) Pledgor become insolvent or make an assignment for the benefit of creditors or (c) a receiver or trustee be appointed for all or any significant part of
Pledgor’s assets. This Agreement and the Obligations will continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been
made. 
 12. Pledgee’s Duties and Standard of Care. Pledgee shall have no responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to Collateral, whether or not Pledgee has actual knowledge of such matters, or (ii) taking any necessary steps to preserve rights against
any parties with respect to any Collateral, except to act in good faith. Pledgee’s powers hereunder are conferred solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Neither Pledgee
nor any of its officers or their partners, officers, directors, employees, designees, agents or counsel, will be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct, nor under any circumstances have any 







 
liability to Pledgor for lost profits or other special or consequential damages. Notwithstanding anything to the contrary herein, in no event shall the limited partners of any partnership on
whose behalf Pledgee acts, or fails to act, have any liability or obligations hereunder. 
 13. Expenses; indemnity. Pledgor
will, on an after-tax basis, indemnify, reimburse, defend and hold Pledgee harmless from and against any and all costs, expenses, actions, claims, demands, losses, judgments, attorneys’ fees, and liabilities of any kind incurred in connection
with, relating to or arising out of this Agreement or the Collateral, whether arising before or after the commencement of any insolvency or bankruptcy proceedings, including without limitation those incurred (a) in relation to any provision
hereof, (b) upon any Event of Default or the exercise of any remedy herein or any enforcement of this Agreement or Pledgee’s interest in the Collateral, (c) in the event of Pledgor’s insolvency or bankruptcy, (d) in defense
of any litigation or any action in the nature of voidable preference or fraudulent conveyance, or (e) to remove or contest any lien or security interest or right of another against any Collateral. Pledgor will reimburse Pledgee for all amounts
due hereunder, together with interest thereon accruing five days after notice thereof at the lower of eighteen percent per annum or the highest rate permitted under applicable law. If Pledgor fails to pay or perform any of its obligations hereunder,
Pledgee at any time may, but is not obligated to, pay or perform the same without waiving any Event of Default or Default or any of Pledgee’s rights or remedies. Pledgor hereby authorizes and approves all such advances and payments. 

14. Events Of Default. The occurrence of an “Event of Default” under the Loan Agreement shall at Pledgee’s option
constitute an “Event of Default” pursuant to this Agreement. A “Default” is an event that, with the passing of time or the giving of notice, or both, would become an Event of Default. 

15. Remedies. Upon the occurrence of any Event of Default, and so long as such Event of Default has not been cured, Pledgee may, without
notice or demand, do any one or more of the following, all of which are authorized by Pledgor: 
 (a)
Foreclosure. Pledgee may exercise all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral), including foreclosure on the Collateral in any way permitted by law, and also may:
(i) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Pledgee’s offices, Pledgor’s premises, at any exchange, broker’s board, or
elsewhere, for cash, on credit or for future delivery, by way of one or more contracts or transactions, and upon such other terms as Pledgee may deem commercially reasonable. Pledgee shall not be not obligated to make any sale of Collateral
regardless of notice of sale having been given. It is not necessary that the Collateral be present at any such sale. Pledgee may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. 
 (b) Notice of Disposition
of Collateral. Pledgor agrees that commercial reasonableness and good faith require Pledgee to give Pledgor no more than ten business days prior written notice of (i) the time and place of any public disposition of Collateral or (ii) the
time after which any private disposition is to be made. 
 (c) Application of Proceeds. The proceeds from any
sale or other disposition of Collateral by Pledgee may, at Pledgee’s discretion, be held by Pledgee as Collateral, and then or at any time thereafter applied in whole or in part to: 

(1) First. Amounts due to Pledgee pursuant to the terms hereof. If the sum realized from the exercise by Pledgee of its
remedies hereunder is not sufficient to pay all such amounts, Pledgor hereby agrees to pay any deficiency to Pledgee upon demand. 







 (2) Second. After payment of the aforesaid, the balance, if any, to pay the
Obligations in Pledgee’s sole and absolute discretion, despite contrary instructions which Pledgee may receive from any third party. 

(3) Third. The surplus remaining, if any, to Pledgor. 

(d) Remedies Cumulative; Pledgee Nonwaiver. Pledgee’s rights and remedies hereunder and under all other agreements
are cumulative. No exercise by Pledgee of one right or remedy is an election, and no waiver by Pledgee of any Event of Default is a continuing waiver. Pledgee’s delay or omission to exercise any right or remedy is not a waiver thereof or of any
other right or remedy. A waiver on one occasion is not a bar to or waiver of any right or remedy on any other occasion. Any power or authority granted to Pledgee hereunder is additionally granted to any and all designees, agents, officers, partners,
directors, employees, attorneys and accountants of Pledgee. 
 (e) Election of Remedies. To the extent that any
Obligations are now or hereafter secured by property other than the Collateral or by a guarantee, endorsement or property of any other entity, then Pledgee has the right to proceed against such other property, guarantee or endorsement upon an Event
of Default, and the sole discretion to determine which rights, actions, security, liens, security interests or remedies to pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of the
remainder of the Obligations or any of Pledgee’s rights or Pledgor’s obligations hereunder. 
 16, WAIVERS. Pledgor
hereby irrevocably waives all of the following: 
 (a) Any right to assert against Pledgee as a defense,
counterclaim, set-off or crossclaim, any defense (legal or equitable), set-off, counterclaim, crossclaim and/or other claim (i) which Pledgor may now or at any time hereafter have against any party liable to Pledgee in any way or manner, or
(ii) arising directly or indirectly from the present or future lack of perfection, sufficiency, validity and/or enforceability of any Loan Document, or any security interest. 

(b) The right, if any, to require Pledgee to (i) proceed against any person liable for any of the Obligations as a
condition to or prior to proceeding hereunder; and (ii) foreclose upon, sell or otherwise realize upon or collect or apply any other property, real or personal, securing any of the Obligations, as a condition to, or prior to proceeding
hereunder. 
 (c) If Pledgee seeks to take possession of any or all of the Collateral by judicial process:
(1) any bond and any surety or security relating thereto which is otherwise required by any statute, court rule or otherwise as an incident to such possession; (2) any demand for possession prior to the commencement of any suit or action
to recover possession thereof; and (3) any requirement that Pledgee retain possession and not dispose of any such Collateral until after trial or final judgment. 

17. CHOICE OF LAW AND FORUM; WAIVER OF JURY TRIAL. This Agreement has been entered into and performance is due in the State of
California. This Agreement, all transactions hereunder, and all rights and liabilities of the parties hereto shall be governed and construed in accordance with, the laws of the State of California, Any controversy or claim arising out of or relating
to this Agreement or its performance shall be tried and litigated at Pledgee’s election in the State and Federal Courts in the County of San Francisco. Pledgor waives any right it may have to assert the doctrine of forum non conveniens or to
object to venue to the extent any proceeding is brought in accordance with this Section. PLEDGEE AND PLEDGOR EACH HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY CASE, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING HERETO,
ANY DOCUMENTS DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, TORT OR BREACH OF DUTY CLAIMS. No provision hereof shall 







 
limit Pledgee’s right to (a) exercise self-help remedies such as set-off or (b) seek provisional or ancillary remedies, including without limitation writs or actions for
possession, attachment, detinue or relief from stay, from a court of competent jurisdiction before, after, or during the pendency of any proceeding. If any agent appointed by Pledgor refuses or is unavailable to accept service or process, Pledgor
hereby agrees that service upon it as provided in the Notices Section shall constitute sufficient notice. Nothing herein shall affect the right of Pledgee to serve process in any other manner permitted by law or to bring proceedings against Pledgor
in the courts of any other jurisdiction otherwise available by law. 
 18. Notices. Any notice or demand
hereunder shall be effective only if in writing and delivered either personally, by Federal Express, United States certified mail, return receipt requested, or telefacsimile transmission, at the following addresses and telefacsimile numbers or as
the parties shall notify each other from time to time pursuant to this Section. For Pledgee: 3555 Alameda de las Pulgas, Suite 200, Menlo Park, California 94025, Attention: Contracts Administration. For Pledgor: 20 25 First Street,
4th Floor, Cambridge, MA 02121, Attention: Chief Financial
Officer. All document delivery costs and expenses, including without limitation charges for Federal Express, telefacsimile, and messenger, shall be borne by Pledgor. Notice by mail shall be deemed effective on the third day after deposit with the
United States Postal Service; notice by telefacsimile shall be deemed effective and received at the time stated on the telefacsimile confirmation slip printed by the sender’s telefacsimile machine; otherwise notice shall be deemed effective
upon receipt. 
 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of which taken together shall constitute one and the same instrument. 
 20. Integration Clause. This Agreement
constitutes the entire agreement and understanding of the Pledgor and Pledgee with respect to their subject matter. All prior understandings, whether oral or written, are hereby superceded, merged hereinto, and replaced hereby. THIS AGREEMENT MAY BE
MODIFIED ONLY BY A WRITING SIGNED BY ALL PARTIES HERETO. To the extent any provision hereof renders ineffective and unenforceable any of the Obligations or any Loan Document, that provision shall be severed from the remainder hereof such that this
Agreement may be construed to carry out its essential purpose of providing collateral security to the Pledgee for the Loan Documents. There are no intended third-party beneficiaries. 

21. Successors and Assigns. All of the rights, privileges, remedies and options given to Pledgee hereunder shall inure to the benefit of
its successors and assigns; and all of the terms, conditions, warranties, and representations hereof shall inure to the benefit of and bind the representatives, successors and assigns of Pledgee and Pledgor. 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the date first above written. 
  

									
	ZIPCAR, INC.	 		 	LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
				
	a Delaware corporation	 		 	By:	 	 Lighthouse Management Partners VI, L.L.C.

its general partner

			
	(“Pledgor”)	 		 	(“Pledgee”)
					
	By	 	 	 		 	By	 	 
					
	Its	 	 	 		 	Its	 	 








 EXHIBIT A 

FORM ACKNOWLEDGEMENT OF SECURITY INTEREST AND
PLEDGE 
 The undersigned, Zipcar, Inc. and Zipcar Vehicle Financing LLC by their authorized representatives,
hereby acknowledge that a valid security interest in the equity securities of Zipcar Vehicle Financing LLC has been granted by Zipcar, Inc. to the Pledgee under the terms of that certain Loan and Security Agreement number 1221 dated May 29,
2008, as amended, and that such security interest is further evidenced by the Share Pledge Agreement of even date herewith between Zipcar, Inc. and Pledgee. This Acknowledgement of Security Interest and Pledge is made in lieu of physical delivery of
certificates representing the “Pledged Securities” (as defined in the Share Pledge Agreement) but shall serve as evidence of the pledge of the Pledged Shares. 

 

			
	 ZIPCAR, INC.
  

a Delaware corporation

		
	By	 	 
		
	Its	 	 
	
	 ZIPCAR VEHICLE FINANCING LLC
  

a Delaware limited liability company

		
	By	 	 
		
	Its	 	 








 SCHEDULE 1 

DISCLOSURE SCHEDULE 

DEPOSIT AND SECURITIES ACCOUNTS 

 

							
	 	  	 Account Information:
	  	 Contact Information for Account
	  	 Account
Ownership

		  	Bank Name: Silicon Valley Bank	  	Contact Name: Katie Marshall	  	Parent
	Account	  	Address: 3003 Tasman Drive	  	Phone: (617)630-4120	  	
	Number	  	City, State, Zip: Santa Clara, CA	  	Fax: (617) 969-5965	  	
	1	  	95054	  	E-mail: kmarshall@svb.com	  	
	(ACH	  	Phone:     (408) 654-7400	  		  	
	Account)	  	Fax:         (617) 969-5965	  		  	
		  	Type of Account: Checking	  		  	
		  	Account number: 3300614729	  		  	
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Flexcar
	Account	  	Address: 800 Fifth Avenue, Floor	  	Phone: (206) 358-0586	  	
	Number	  	36	  	Fax:	  	
	2	  	City, State, Zip: Seattle, WA	  	E-mail:	  	
	(CD)	  	98104	  	Kaye.M.Shields@bankofamerica.com	  	
		  	Phone:     (206)358-0586	  		  	
		  	Fax:	  		  	
		  	Type of Account: restricted cash	  		  	
		  	pledged to Bank of America to	  		  	
		  	secure letters of credit number	  		  	
		  	3081863 issued to Gelco	  		  	
		  	Corporation (GE Leasing)	  		  	
		  	Account number: 22298407	  		  	
				
		  	Bank Name: KeyBank	  	Contact Name: Thomas Stich	  	Parent
	Account	  	Address: 4910 Tiedeman Rd.	  	Phone: (802) 660-4270	  	
	Number	  	City, State, Zip: Cleveland, OH	  	Fax:	  	
	3	  	44144	  	E-mail:	  	
	(CD)	  	Phone:     (216) 813-3692	  	Thomas_Paul_Stich@KeyBank.com	  	
		  	Fax:         (216)813-3719	  		  	
		  	Type of Account: restricted cash	  		  	
		  	account	  		  	
		  	Account number: S312I63	  		  	
				
		  	Bank Name: Silicon Valley Bank	  	Contact Name: Katie Marshall	  	Parent
	Account	  	Address: 3003 Tasman Drive	  	Phone:   (617)630-4120	  	
	Number	  	City, State, Zip: Santa Clara, CA	  	Fax:       (617) 969-5965	  	
	4	  	95054	  	E-mail: kmarshall@svb.com	  	
	(Checking)	  	Phone:     (408) 654-7400	  		  	
		  	Fax:         (617) 969-5965	  		  	
		  	Type of Account: Checking	  		  	
		  	Account number: 3300619112	  		  	









							
		  	Bank Name: Silicon Valley Bank	  	Contact Name: Katie Marshall	  	Parent
	Account	  	Address: 3003 Tasman Drive	  	Phone: (617)630-4120	  	
	Number	  	City, State, Zip: Santa Clara, CA	  	Fax: (617) 969-5965	  	
	5	  	95054	  	E-mail: kmarshall@svb.com	  	
	(Investment)	  	Phone:     (408) 654-7400	  		  	
		  	Fax:         (617) 969-5965	  		  	
		  	Type of Account: Investment	  		  	
		  	Account number: 48605641	  		  	
				
		  	Bank Name: Bank of Montreal	  	Contact Name: Mark Ipek	  	Zipcar Canada
	Account	  	Address: 55 Bloor Street West	  	Phone: (416) 927-4464	  	
	Number	  	City, State, Zip: Toronto ON	  	Fax:	  	
	6	  	M5X 1K7	  	E-mail:	  	
	(Checking	  	Phone: (416) 927-4464	  		  	
	Account)	  	Fax:	  		  	
		  	Type of Account: Checking	  		  	
		  	Account number: 0389 1193-371	  		  	
				
		  	Bank Name: Barclays	  	Contact Name;	  	Zipcar (UK)
	Account	  	Address: 50 Pall Mall	  	Phone: +44 (0) 7775 547609	  	
	Number	  	City, State, Zip: London, SW1A	  	Fax: +44 (0) 20 7599 4632	  	
	7	  	1QA, UK	  	E-mail:	  	
	(Checking	  	Phone: +44 (0) 7775 547609	  		  	
	Account)	  	Fax:	  		  	
		  	Type of Account: Current	  		  	
		  	Account number: 70910597,	  		  	
		  	Sort: 206759	  		  	
				
		  	Bank Name: Barclays	  	Contact Name:	  	Zipcar (UK)
	Account	  	Address: 50 Pall Mall	  	Phone: +44 (0) 7775 547609	  	
	Number	  	City, State, Zip: London, SW1A	  	Fax: +44 (0) 20 7599 4632	  	
	8	  	1QA, UK	  	E-mail:	  	
	(Savings	  	Phone: +44 (0) 7775 547609	  		  	
	Account)	  	Fax:	  		  	
		  	Type of Account: Deposit	  		  	
		  	Account number: 00247987,	  		  	
		  	Sort: 206759	  		  	
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Flexcar
	Account	  	Address: 800 Fifth Avenue, Floor	  	Phone: (206) 358-0586	  	
	Number	  	36	  	Fax:	  	
	9	  	City, State, Zip: Seattle, WA	  	E-mail:	  	
	(CD)	  	98104	  	Kaye.M.Shields@bankofamerica.com	  	
		  	Phone: (206)358-0586	  		  	
		  	Fax:	  		  	
		  	Type of Account: restricted cash	  		  	
		  	pledged to Bank of America to	  		  	
		  	secure letters of credit number	  		  	
		  	3081863 issued to Donlen	  		  	
		  	Corporation	  		  	
		  	Account number: 22293083	  		  	
				
		  	Bank Name: Bank of America	  	Contact Name: Kaye Shields	  	Flexcar
	Account	  	Address: 800 Fifth Avenue, Floor	  	Phone: (206) 358-0586	  	
	Number	  	36	  	Fax:	  	
	10	  	City, State, Zip: Seattle, WA	  	E-mail:	  	
	(CD)	  	98104	  	Kaye.M.Shields@bankofamerica.com	  	
		  	Phone: (206)358-0586	  		  	
		  	Fax:	  		  	
		  	Type of Account: restricted cash	  		  	
		  		  		  	









							
		  	pledged to Bank of America to	  		  	
		  	secure letters of credit number	  		  	
		  	3077144= issued
 to Union	  		  	
		  	Account number: 22344804	  		  	
				
		  	Bank Name: Silicon Valley Bank	  	Contact Name: Katie Marshall	  	Parent
	Account	  	Address: 3003 Tasman Drive	  	Phone: (617)630-4120	  	
	Number	  	City, State, Zip: Santa Clara, CA	  	Fax: (617) 969-5965	  	
	11	  	95054	  	E-mail: kmarshall@svb.com	  	
	(LOC)	  	Phone:     (408) 654-7400	  		  	
		  	Fax:         (617) 969-5965	  		  	
		  	Type of Account: restricted cash	  		  	
		  	pledged to Silicon Valley Bank to	  		  	
		  	secure letters of credit number	  		  	
		  	1100217573 issued to Merchants	  		  	
		  	Account number: 8800063910	  		  	
		  		  		  	

 Note: accounts listed above do not include the escrow account established pursuant to that certain Escrow
Agreement dated as of May 2006, as amended, by and among Goodwin Capital LLC., Gelco Corporation and the escrow agent party thereto, 

PERMITTED LIENS 

Existing Liens on the assets of the Borrowers evidenced by the financing statements described below: 

 

			
	DEBTOR:	  	ZIPCAR, INC.
	JURISDICTION:	  	DELAWARE, SECRETARY OF STATE

  

									
	 Secured Party
	  	 Original

Filing No.
	  	 Original
Filing Date
	  	 Type
	  	 Collateral Summary

					
	Gelco Corporation d/b/a GE Fleet Services	  	60646539	  	02/23/06	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds
					
	KeyBank National Association	  	64416707	  	12/18/06	  	Original	  	Accounts held at or by KeyBank National Association, together with all rights, income, revenues, proceeds and profits therefrom, including interest or other payments, and all bank
deposit accounts, investment property, instruments and general intangibles related thereto and proceeds
					
	HSH Nordbank AG, New York Branch and Gelco Corporation d/b/a GE Fleet Services	  	20072671716	  	06/27/07	  	Original	  	Vehicles, Rent, Accounts and General Intangibles relating to vehicles and proceeds
					
	Donlen Trust	  	2009 0622982	  	02/25/09	  	Original	  	Vehicles, related property and proceeds

  

 31 









											
	DEBTOR:	  	MOBILITY, INC.
	JURISDICTION:	  	WASHINGTON, DEPARTMENT OF LICENSING


 

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	Portland Leasing Company, LLC	  	2004-156-4108-3	  	06/04/04	  	Original	  	Mazda Miata 2002
	Axis Capital, Inc.	  	2006-034-1314-0	  	02/03/06	  	Original	  	Equipment
	Axis Capital, Inc.	  	2006-034-1313-3	  	02/03/06	  	Original	  	Equipment
	US Bancorp	  	2006-039-2253-6	  	02/07/06	  	Original	  	Equipment
	US Bancoip	  	2006-100-9510-0	  	04/10/06	  	Original	  	Equipment
	Gelco Corporation d/b/a GE Fleet Services	  	2006-150-3969-7	  	05/30/06	  	Original	  	Accounts relating to Vehicles, Chattel Paper arising from Vehicles, Inventory consisting of Vehicles, Equipment consisting of Vehicles and General Intangibles relating to Vehicles,
Products and Proceeds
	US Bancorp	  	2006-235-2818-3	  	08/21/06	  	Original	  	Equipment
	Subaru Acceptance Corp.	  	2007-170-7707-8	  	06/18/07	  	Original	  	Vehicle Collateral, and all instruments, deposit accounts, letter of credit rights, claims, contract rights and general intangibles, etc. relating to the Vehicle Collateral and
proceeds
	Inter-Tel Leasing Inc.	  	2007-199-6181-8	  	07/18/07	  	Original	  	Axxess Telephone System
	DaimlerChrysler Financial Services Americas, LLC	  	2007-208-8698-8	  	07/27/07	  	Original	  	All vehicles, etc., proceeds, instruments, accounts, notes, general intangibles, claims, relating to the vehicles and proceeds
	Chrysler Financial Services Americas, LLC	  	2009-008-5678-7	  	01/08/09	  	Amendment	  	Amendment to change Secured Party of record
	US Bancorp	  	2007-222-2993-6	  	08/10/07	  	Original	  	Equipment

  

											
	DEBTOR:	  	FLEXCAR
	JURISDICTION:	  	WASHINGTON, DEPARTMENT OF LICENSING


 

									
	 Secured Party
	  	Original Filing No.	  	Original Filing
Date	  	Type	  	 Collateral Summary

	 US Bancorp
	  	2006-100-9510-0	  	04/10/06	  	Original	  	Equipment
	 US Bancorp
	  	2006-235-2818-3	  	08/21/06	  	Original	  	Equipment

  

	 	•	 	 Cash or cash equivalents with Bank of America used to secure letters of credit in favor of GE Fleet, Donlen Corporation and Union Leasing in connection
with leased vehicles in the aggregate principal amount of up to $3.25 million as of the date hereof 










	 	•	 	 Cash or cash equivalents with Silicon Valley bank used to secure letter of credit in favor of Merchants Automotive Group in connection with leased
vehicles - $2.5 million as of the date hereof 


  

	 	•	 	 Cash or cash equivalents with Key Bank used to secure letter of credit in favor of GE Fleet in connection with leased vehicles -
£30 thousand as of the date hereof 


  

	 	•	 	 Liens securing the Subordinated Debt 



PERMUTED INVESTMENTS 
  

	 	•	 	 Investments in Subsidiaries disclosed below. 


  

	 	•	 	 In December, 2009, Zipcar, Inc. purchased a minority interest in Catalunya Carsharing, S.A., a Spanish public limited liability company.



 SUBSIDIARIES 

 

	 	•	 	 Zipcar New York, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar Washington, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar California, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar on Campus, Inc., a Delaware corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Mobility Inc., a Washington corporation, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Flexcar Atlanta LLC, a Delaware limited liability company, is an 85% owned subsidiary’ of Mobility, Inc. 



 

	 	•	 	 Zipcar Canada, Inc., a company organized under the laws of Canada, is a wholly-owned subsidiary of Zipcar, Inc. 



 

	 	•	 	 Zipcar (UK) Limited, a corporation organized under the laws of England and Wales, is a wholly-owned subsidiary of Zipcar, Inc.



  

	 	•	 	 Zipcar Vehicle Financing, LLC, a Delaware limited liability company and wholly owned subsidiary of Zipcar, Inc. 



PRIOR NAMES 
  

	 	•	 	 Mobility, Inc. was formerly known as CarShare Seattle, Inc. 



LITIGATION AND ADMINISTRATIVE PROCEEDINGS 

 

	 	•	 	 In March 2009, Mr. Richard Skaff, a non-member, threatened to bring a lawsuit against Borrower for allegedly violating the accessibility
provisions of the Americans with Disabilities Act. 


  

	 	•	 	 During the normal course of business, accidents involving Borrower’s automobiles have occurred. Borrower has no pending or, to the knowledge of
Borrower, any threatened litigation regarding those accidents. Borrower’s insurance carrier is responding to such accidents as appropriate, and would be required to respond to any such litigation. 



 

	 	•	 	 During the normal course of business, members threaten to bring lawsuits against Borrower for any or no reason. To the knowledge of Borrower, no such
lawsuits are currently pending. 


  

	 	•	 	 A class action complaint was filed against Zipcar, Inc. by Ryan Blay on October 7, 2009, alleging, among other things, that certain fees charged
by Zipcar are unlawful. On December 8, 2009, Zipcar filed a motion to dismiss the class action suit. Mr. Blay filed an Opposition to Zipcar’s Motion to Dismiss on December 22, 2009 and Zipcar filed a Reply to his Opposition on
January 15, 2010. As of the date hereof, Zipcar is currently awaiting a hearing date and intends to vigorously defend against this suit. 









 BUSINESS PREMISES 

 

									
	 	  	 Each Location Address where Lighthouse
Capital
 Partners has financed assets:
	  	 Landlord/Property Management Information:


	Current	  	Contact Name:	  	Edward Goldfinger	  	Contact Name:	  	L.A. Richards
	Headquarters	  	Address:	  	25 First Street,
4th Floor	  	Company Name:	  	25 First Street LLC
	(Location 1)	  	City, State, Zip:	  	Cambridge, MA 02141	  	Address:	  	31 Milk Street, Ste 901
		  	Phone:	  	(617)995-4231	  	City, State, Zip:	  	Boston, MA 02109
		  	Fax:	  	(617) 995-4300	  	Phone:	  	(617) 933-8222
		  		  		  	Fax:	  	(617-451-1144
					
	Location	  	Contact Name:	  	Ken Sheckleford, Fleet Mgr.	  	Contact Name:	  	Rebekah Conley
	2	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	One Ninety One Peachtree
	(Atlanta)	  	Address:	  	191 Peachtree St. NE, Ste LWL01	  	Associates, c/o Cousins Properties Incorp.
		  	City, State, Zip:	  	Atlanta, GA 30303	  	Address:	  	191 Peachtree St NE
		  	Phone:	  	(404) 817-3599	  	City, State, Zip:	  	Atlanta, GA 30303
		  	Fax:	  	(404) 223-2970	  	Phone:	  	(404) 230-7466
		  		  		  	Fax:	  	(404) 522-5580
		  	Contact Name:	  	Dan Curtin, General Manager	  	Contact Name:	  	Joan Cappadona
					
	Location	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Tremont Investors LP, c/o BPG
	3	  	Address:	  	18 Tremont St. Suite 605	  		  	Management Co. LP
	(Boston)	  	City, State, Zip:	  	Boston, MA 02108	  	Address:	  	770 Township Line Rd., Suite 150
		  	Phone:	  	(617) 933-5070	  	City, State, Zip:	  	Yardley, PA 19067
		  	Fax:	  	(617) 720-0020	  	Phone:	  	(781) 577-2704
		  		  		  	Fax:	  	(781)577-2711
					
	Location	  	Contact Name:	  	Scott Mullen, Fleet Manager	  	Contact Name:	  	Neal Todd
	4	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	InterPark Incorporated
	(Chicago)	  	Address:	  	160 N. Wabash Ave.	  	Address:	  	14695 Collection Center Drive
		  	City, State, Zip:	  	Chicago, IL 60601	  	City, State, Zip:	  	Chicago, IL 60693
		  	Phone:	  	(312) 589-6300	  	Phone:	  	(312) 935-2800
		  	Fax:	  	(312) 589-6306	  	Fax:	  	(312) 935-2777
					
	Location	  	Contact Name:	  	Chris Ficcolora, Regional Vice	  	Contact Name:	  	Melissa Greenberg
	5	  		  	President	  	Company Name:	  	1265 Broadway LLC
	(New York)	  	Company Name:	  	Zipcar New York, Inc.	  	Address:	  	c/o BHT Corp, 21 West
46th St.
1st FI
		  	Address:	  	1265 Broadway,
2nd Floor	  	City, State, Zip:	  	New York, NY 10036
		  	City, State, Zip:	  	New York, NY 10001-3536	  	Phone:	  	(212) 944-8416
		  	Phone:	  	(646) 616-3688	  	Fax:	  	(212) 944-9887
		  	Fax:	  	(212)691-0107	  		  	
					
	Location	  	Contact Name:	  	Jeremy Nelson, General Manager	  	Contact Name;	  	Don Meginley
	6	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Preservation Initiatives, Inc.
	(Philadelphia)	  	Address:	  	218 South Twelve Street	  	Address:	  	235 Market Street
		  	City, State, Zip:	  	Philadelphia, PA 19107	  	City, State, Zip:	  	Wilmington, DE 19801
		  	Phone:	  	(217) 735-3691	  	Phone:	  	
		  	Fax:	  	(215)735-3695	  	Fax:	  	









									
	Location	  	Contact Name:	  	Frank Tigano, Fleet Manager	  	Contact Name:	  	David Koltash
	7	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	Union Real Estate
	(Pittsburg)	  	Address:	  	429 Forbes Av, Suite 1606	  	Address:	  	429 Forbes Av,
15th Floor
		  	City, State, Zip:	  	Pittsburg, PA 15219	  	City, State, Zip:	  	Pittsburg, PA 15219
		  	Phone:	  	(412) 475-5897	  	Phone:	  	(412) 288-7800
		  	Fax:	  	(412) 288-2564	  	Fax:	  	(412) 288-7813
					
	Location	  	Contact Name:	  	Bill Scott, General Manager	  	Contact Name:	  	Cheryl Cockrall
	8	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	PAE Consulting Engineers, Inc.
	(Portland)	  	Address:	  	808 SW Third Av, Suite 480	  	Address:	  	808 SW Third Av, Suite 300
		  	City, State, Zip:	  	Portland, OR 97204	  	City, State, Zip:	  	Portland, OR 97204
		  	Phone:	  	(503) 328-3539	  	Phone:	  	503-226-2921
		  	Fax:	  	(503) 241-3076	  	Fax:	  	503-226-2930
					
	Location	  	Contact Name:	  	Michael Uribe, General Mgr	  	Contact Name:	  	Norm Weil
	9	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Helsten Properties LLC
	(San	  	Address: 	  	191
2nd Street	  	Address:	  	975 Vista Road
	Francisco)	  	City, State, Zip:	  	San Francisco, CA 94105	  	City, State, Zip:	  	Hillsborough, CA 94010
		  	Phone:	  	(415) 495-7478	  	Phone:	  	(650) 692-6335
		  	Fax:	  	(415)495-1161	  	Fax:	  	(650) 342-9345
					
	Location	  	Contact Name:	  	TS Ramesh	  	Contact Name:	  	Katy Sugano
	10	  	Company Name:	  	Mobility, Inc.	  	Company Name:	  	Samis Land
	(Seattle	  	Address:	  	400 Yesler Way, Suite 600	  	Address:	  	208 James St. Suite C
	vacated office)	  	City, State, Zip:	  	Seattle, WA 98104-9643	  	City, State, Zip:	  	Seattle, WA 98104
		  	Phone:	  	(617) 995-4235	  	Phone:	  	(206) 622-3363
		  	Fax:	  	(617) 995-4300	  	Fax:	  	(206)622-4918
					
	Location	  	Contact Name:	  	Ellice Perez, General Manager	  	Contact Name:	  	Larry Rappaport
	11	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	717 D Street Associates
	(Washingon,	  	Address: 	  	403
8th St. NW	  	Address:	  	320 Lakeview Ave
	DC)	  	City, State, Zip:	  	Washington, DC 20004	  	City, State, Zip:	  	Ringwood, NJ 07456
		  	Phone:	  	(202) 737-4900	  	Phone:	  	(973) 257-9999
		  	Fax:	  	(202) 737-4976	  	Fax:	  	(973) 257-9955
					
	Location	  	Contact Name:	  	Mark Norman	  	Contact Name:	  	Don Riley
	12	  	Company Name:	  	Zipcar (UK) Limited	  	Company Name:	  	St Margarets Hill Properties UK Ltd
	(London)	  	Address:	  	167 Borough High Street	  	Address:	  	1 Chapel Court
		  	City, State, Zip:	  	London SE1 1HR England	  	City, State, Zip:	  	London, UK SE1 HH
		  	Phone:	  	0207 940 7499	  	Phone/Fax:	  	0207 407 5388
		  	Fax:	  	0207 681 3233	  		  	
					
	Location	  	Contact Name:	  	Michael Lende, General Manager	  	Contact Name:	  	Roslyn Judd
	13	  	Company Name:	  	Zipcar Canada Inc.	  	Company Name:	  	458728 Ontario Limited
	(Toronto)	  	Address:	  	147 Spadina Av, Suite 205	  	Address:	  	119 Spadina Avc, Suite 401
		  	City, State, Zip:	  	Toronto ON M5V 2L7	  	City, State, Zip:	  	Toronto, ON M5V 2L1
		  	Phone:	  	(416)977-9008	  	Phone:	  	(416) 593-6420
		  	Fax:	  	(415)977-2793	  	Fax:	  	(416)593-6375









									
	Location	  	Contact Name:	  	AnnMarie MacKinnon, Regional	  	Contact Name:	  	Jeff Bunker
	14	  		  	Marketing Manager	  	Company Name:	  	Ontrea Inc.
	(Vancouver)	  	Company Name:	  	Zipcar Canada Inc.	  	Address:	  	Ste 1020,200 Granville Street
		  	Address:	  	Suite 280, 601 W. Cordova	  	City, State, Zip:	  	Vancouver BC V6C 1S4
		  	City, State, Zip:	  	Vancouver, BC V6B 1G1	  	Phone:	  	(604) 646-8026
		  	Phone:	  	(604) 697-0550	  	Fax:	  	(604) 646-8025
		  	Fax:	  	(604) 697-0560	  		  	
					
	Location	  	Contact Name:	  	Yvette M. Sullivan	  	Contact Name:	  	N/A
	15	  	Company Name:	  	Internap - MA	  	Company Name:	  	
	(MA CoLo)	  	Address:	  	43 Thorndike St
1st floor	  	Address:	  	
		  	City, State, Zip:	  	Cambridge MA 02141	  	City, State, Zip:	  	
		  	Phone:	  	(617) 374-4920	  	Phone:	  	
		  	Fax:	  		  	Fax:	  	
					
	Location	  	Contact Name:	  	Karl Mooney	  	Contact Name:	  	N/A
	16	  	Company Name:	  	Internap-London, TeleCity c/o	  	Company Name:	  	
	(UK CoLo)	  		  	Internap	  	Address:	  	
		  	Address:	  	9 Harbour Exchange Square, Isle	  	City, State, Zip;	  	
		  		  	of Dogs, Docklands	  	Phone:	  	
		  	City, State, Zip:	  	London, E14 9GE	  	Fax:	  	
		  	Phone:	  	07799-864-241	  		  	
		  	Fax:	  	(404) 589-4900	  		  	
					
	Location	  	Contact Name:	  	Carla Archambault, General Mgr	  	Contact Name:	  	Jayme Tomita
	11	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	Harbor Properties, Inc.
	(Seattle)	  	Address:	  	380 Union Street, First Floor	  		  	c/o GVA Kidder Mathews
		  	City, State, Zip:	  	Seattle, WA 98101	  	Address:	  	PO Box 34860
		  	Phone:	  	(206) 682-0107	  	City, State, Zip:	  	Seattle, WA 98124-1860
		  	Fax:	  	(206) 682-1657	  	Phone:	  	(206) 812-6737
					
	Location	  	Contact Name:	  	Ken Slieckleford, Fleet Mgr,	  	Contact Name:	  	Rebekah Conley
	2	  	Company Name:	  	Zipcar, Inc.	  	Company Name:	  	One Ninety One Peachtree
	(Atlanta)	  	Address:	  	191 Peachtree St. NE, Ste LWL01	  	Associates, c/o Cousins Properties Incorp.
		  	City, State, Zip:	  	Atlanta, GA 30303	  	Address:	  	191 Peachtree St NE
		  	Phone:	  	(404) 817-3599	  	City, State, Zip:	  	Atlanta, GA 30303
		  	Fax:	  	(404) 223-2970	  	Phone:	  	(404) 230-7466
		  		  		  	Fax:	  	(404) 522-5580

 Vehicles owned or leased by the
Borrowers and their respective Subsidiaries are from time to time located at various locations throughout the United States and foreign jurisdictions. 







 ANNEX 1 

INSURANCE 
  

				
	 Insurance Policy
	  	Coverage
	 Commercial Auto Liability
	  	$	1,000,000
	 US Workers’ Compensation
	  	$	1,000,000
	 Automobile Physical Damage
	  	 	Self-insured
	 General Liability and Property
	  	$	1,000,000
	 Umbrella
	  	$	4,000,000
	 Management Package
	  		
	 - Directors & Officers
	  	$	5,000,000
	 - Employment Practices
	  	$	5,000,000
	 - Fiduciary Liability
	  	$	5,000,000