SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZIPCAR VEHICLE FINANCING LLCLimited Liability Company Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Zipcar Vehicle Financing LLC (the “Company”), is entered into by Zipcar, Inc., a Delaware corporation, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 31, 2012 BY AND AMONG ZIPCAR, INC., AVIS BUDGET GROUP, INC. AND MILLENNIUM ACQUISITION SUB, INC.Agreement and Plan of Merger • January 2nd, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 31, 2012 (this “Agreement”), by and among Avis Budget Group, Inc., a Delaware corporation (“Parent”), Millennium Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Zipcar, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
ZIPCAR, INC. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive PlanNonstatutory Stock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
ZIPCAR, INC. Restricted Stock Agreement Granted Under 2010 Stock Incentive PlanRestricted Stock Agreement • March 7th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
AGREEMENT made this 24th day of February, 2011, between Zipcar, Inc., a Delaware corporation (the “Company”), and John J. Mahoney, Jr. (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 7th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [ ] [ ], 20 between Zipcar, Inc., a Delaware corporation (“the Company”), and [ ] (“Indemnitee”).
Zipcar, Inc. Common Stock ($0.001 par value per share) Underwriting AgreementZipcar Inc • March 30th, 2011 • Services-auto rental & leasing (no drivers) • New York
Zipcar, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, par value $0.001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to additional shares of Stock of the Company, and the stockholders of the Company named in Schedule V hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the Underwriters an aggregate of shares of Stock of the Company and, at the election of the Underwriters, up to additional shares of Stock of the Company. The aggregate of shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to additional shares of Stock to be sold by the Company and the Selling Stockholders at the election of the Underwriters i
ZIPCAR, INC. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive PlanIncentive Stock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
ZIPCAR VEHICLE FINANCING LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Securities Intermediary SECOND AMENDED AND RESTATED SERIES 2010-1 SUPPLEMENT dated as of May 9, 2012 to AMENDED AND RESTATED BASE INDENTURE dated as of...Zipcar Inc • August 3rd, 2012 • Services-auto rental & leasing (no drivers) • New York
SECOND AMENDED AND RESTATED SERIES 2010-1 SUPPLEMENT dated as of May 9, 2012 (“Series Supplement”) between ZIPCAR VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as a bank and as securities intermediary, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of May 11, 2011 among ZIPCAR VEHICLE FINANCING LLC, as Issuer, ZIPCAR, INC., as Administrator, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeAdministration Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated as of May 11, 2011 (the “Agreement”), among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (the “Issuer”), ZIPCAR, INC., a Delaware corporation, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as trustee (the “Trustee”) under the Base Indenture (as hereinafter defined). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Amended and Restated Base Indenture dated as of May 11, 2011 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, but exclusive of any Segregated Series Supplements, the “Indenture”) between the Issuer and the Trustee.
VOTING AGREEMENTVoting Agreement • January 2nd, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of December 31, 2012, by and between the undersigned stockholder (“Stockholder”) of Zipcar, Inc., a Delaware corporation (the “Company”), and Avis Budget Group, Inc., a Delaware corporation (“Parent”).
ZIPCAR, INC. SEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT November 17, 2010Registration Rights Agreement • December 20th, 2010 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
This Agreement dated as of November 17, 2010 is entered into by and among Zipcar, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed as “Investors” on the signature pages attached hereto.
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among ZIPCAR VEHICLE FINANCING LLC, as a grantor, ZIPCAR, INC., as Servicer, DEUTSCHE BANK TRUST COMPANY AMERICAS as a secured party, not in its individual capacity but solely as Trustee, and DEUTSCHE...Collateral Agency Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of May 11, 2011 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), as grantor (the “Grantor”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), as Servicer (in such capacity, the “Servicer”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (not in its individual capacity but solely as Trustee on behalf of the Indenture Noteholders under the Indenture), as a secured party on behalf of the Noteholders (the “General Secured Party”) and as secured party on behalf of the Segregated Noteholders of each Segregated Collateral Agency Series (with respect to any such Segregated Series and the Series-Specific Collateral related thereto, the “Segregated Series Secured Party”, and, together with the General Secured Party, the “Secured P
ZIPCAR, INC. Incentive Stock Option Agreement Granted Under 2011 Stock Incentive PlanIncentive Stock Option Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)
This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ , 20__ (the "Grant Date") to , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").
ZIPCAR, INC. Nonstatutory Stock Option Agreement Granted Under 2011 Stock Incentive PlanStock Option Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)
This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ __, 20__ (the "Grant Date") to , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").
SERIES 2011-1 NOTE PURCHASE AGREEMENT (SERIES 2011-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES) dated as of December 29, 2011, among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee CERTAIN CONDUIT INVESTORS,...Note Purchase Agreement • March 9th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS SERIES 2011-1 NOTE PURCHASE AGREEMENT, dated as of December 29, 2011 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns, the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17, the financial institution set forth opposite the name of each Conduit Investor or Non-Conduit Committed Note Purchaser on Schedule I hereto and its permitted successor and assign (the “Funding Agent” with respect to such Investor Group) and BARCLAYS BANK PLC, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers
Date 20 April 2010 ZIPCAR, INC and APPLEBY TRUST (JERSEY) LTD and THE SELLERS NAMED IN SCHEDULE 1 and ANDREW VALENTINE SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares of Streetcar LimitedShare Purchase Agreement • June 1st, 2010 • Zipcar Inc
DATED 20 April 2010 (1) ZIPCAR, INC. - and - (2) SMEDVIG CAPITAL AS AND OTHERS - and - (3) SMEDVIG CAPITAL LIMITED - and - (4) ANDREW VALENTINE DEED relating to the amendment and restatement of a sale and purchase agreement dated 13 April 2010Share Purchase • June 1st, 2010 • Zipcar Inc
ContractZipcar Inc • June 1st, 2010 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
LEASE relating to Second Floor Melbury House 49-57 Wimbledon Hill Road London SW19 Dated 22 October 2008 Osborne Clarke Temple Quay Bristol BSI 6EG Telephone +44 (0) 117 917 3000 Fax +44 (0) 117 917 3005 MOH/0934759/O5426336/PAHLease • June 1st, 2010 • Zipcar Inc
ZIPCAR VEHICLE FINANCING LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee AMENDED AND RESTATED BASE INDENTURE Dated as of May 11, 2011 Car Sharing Asset Backed Notes (Issuable in Series)Administration Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of May 11, 2011, between ZIPCAR VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“ZVF”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
Amendment No. 2 to Letter AgreementLetter Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)
This Amendment No. 2 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Scott W. Griffith ("Mr. Griffith") and Zipcar, Inc. (the "Company") dated as of December 23, 2008 (as amended by an amendment dated as of February 24, 2010, the "Letter Agreement"), which amended Mr. Griffith's original offer letter dated October 14, 2003 (the "Offer Letter").
ContractSupplemental Indenture • March 9th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of February 13, 2012, between Zipcar Vehicle Financing LLC (“ZVF”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) to the Amended and Restated Series 2010-1 Supplement, dated as of May 11, 2011 (as amended, modified, restated or supplemented from time to time, the “Series 2010-1 Supplement”), between ZVF and the Trustee, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”).
CLASS A NOTE PURCHASE AGREEMENT (SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES, CLASS A) dated as of May 24, 2010, among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee CERTAIN CONDUIT INVESTORS, each...Note Purchase Agreement • June 1st, 2010 • Zipcar Inc • New York
THIS CLASS A NOTE PURCHASE AGREEMENT, dated as of May 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns, the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17, the financial institution set forth opposite the name of each Conduit Investor or Non-Conduit Committed Note Purchaser on Schedule I hereto and its permitted successor and assign (the “Funding Agent” with respect to such Investor Group) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, in its capacity as administrative agent for the Conduit Investors, t
ContractZipcar Inc • June 1st, 2010 • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZIPCAR VEHICLE FINANCING LLCLimited Liability • June 1st, 2010 • Zipcar Inc • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Zipcar Vehicle Financing LLC (the “Company”), is entered into by Zipcar, Inc., a Delaware corporation, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of May 11, 2011 between ZIPCAR VEHICLE FINANCING LLC as Lessor and ZIPCAR, INC. as Lessee and ServicerServicing Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
This Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of May 11, 2011, by and between ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), as lessor (in such capacity, the “Lessor”) and ZIPCAR, INC., a Delaware corporation (“Zipcar”), as lessee (in such capacity, the “Lessee”) and as servicer (in such capacity, the “Servicer”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 1st, 2010 • Zipcar Inc • California
This LOAN AND SECURITY AGREEMENT, dated as of June 15, 2009 (this “Loan Agreement), is entered by and between 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”), Flexcar Atlanta LLC, a Delaware limited liability company (“Flexcar Atlanta”), and Pinnacle Ventures, L.L.C. as agent (“Agent”) for the lenders identified on Schedule 1 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and the Lenders. Parent, Zipcar NY, Zipcar Washington, Zipcar California, Zipcar on Campus, Flexcar and Flexcar Atlanta are sometimes referred to, individually
ZIPCAR, INC. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Option/Stock Issuance PlanStock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
EXTENSION AGREEMENT dated as of February 27, 2013 among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee SHEFFIELD RECEIVABLES CORPORATION, as Conduit Investor and BARCLAYS BANK PLC, as Administrative Agent and as...Extension Agreement • March 1st, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS EXTENSION AGREEMENT (this “Agreement”), dated as of February 27, 2013, is entered into among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), SHEFFIELD RECEIVABLES CORPORATION, as a Conduit Investor, BARCLAYS BANK PLC, as Administrative Agent and a Funding Agent and SHEFFIELD RECEIVABLES CORPORATION as a Conduit Committed Note Purchaser.
CLASS B NOTE PURCHASE AGREEMENT (SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES, CLASS B) dated as of May 24, 2010, among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee and GOLDMAN, SACHS & CO., as a...Class B Note Purchase Agreement • June 1st, 2010 • Zipcar Inc • New York
THIS SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES, CLASS B NOTE PURCHASE AGREEMENT, dated as of May 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar” or the “Administrator”) and Goldman, Sachs & Co., and its permitted successors and assigns, as a Class B Noteholder (a “Class B Noteholder”).
MASTER AGREEMENT FOR LEASE AND OR LEASE PURCHASE Date: 12-02-08 You are: Name: Streetcar Ltd.Master Agreement • December 20th, 2010 • Zipcar Inc • Services-auto rental & leasing (no drivers) • London
Equipment, place, rent, and term, are defined in each schedule and references to any equipment include all that equipment’s instruction books, registration documents, user documents and service records.
ZIPCAR VEHICLE FINANCING LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee BASE INDENTURE Dated as of May 24, 2010 Car Sharing Asset Backed Notes (Issuable in Series)Collateral Agency Agreement • June 1st, 2010 • Zipcar Inc • New York
BASE INDENTURE, dated as of May 24, 2010, between ZIPCAR VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“ZVF”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
ContractSupplemental Indenture • March 1st, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of February 27, 2013, between Zipcar Vehicle Financing LLC (“ZVF”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) to the Second Amended and Restated Series 2010-1 Supplement, dated as of May 9, 2012 (as amended, modified, restated or supplemented from time to time, the “Series 2010-1 Supplement”), between ZVF and the Trustee, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”).
ContractZipcar Inc • June 1st, 2010 • New York
THE PAYMENT AND PERFORMANCE OBLIGATIONS OF BORROWERS AND THE RIGHTS AND REMEDIES OF THE LENDERS UNDER THIS NOTE ARE SUBJECT TO THE TERMS AND CONDITIONS OF (1) THAT CERTAIN SUBORDINATION AGREEMENT DATED THE DATE HEREOF BY AND AMONG LIGHTHOUSE CAPITAL PARTNERS VI, L.P. AND THE LENDER DEFINED BELOW, (2) THAT CERTAIN SUBORDINATION AGREEMENT DATED THE DATE HEREOF BY AND AMONG PINNACLE VENTURES LLC AS AGENT AND THE LENDER DEFINED BELOW, AND (3) THAT CERTAIN SUBORDINATION AGREEMENT DATED THE DATE HEREOF BY AND AMONG LIGHTHOUSE CAPITAL PARTNERS VI, L.P. AS AGENT AND THE LENDER DEFINED BELOW
ContractRights Agreement • June 1st, 2010 • Zipcar Inc • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
