ZIPCAR, INC. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive PlanNonstatutory Stock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2010 • Zipcar Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of October 26, 2006 between Zipcar, Inc., a Delaware corporation (“the Company”), and William Helman (“Indemnitee”).
ZIPCAR, INC. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive PlanIncentive Stock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
ADMINISTRATION AGREEMENT Dated as of May 24, 2010 among ZIPCAR VEHICLE FINANCING LLC, as Issuer, ZIPCAR, INC., as Administrator, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeAdministration Agreement • June 1st, 2010 • Zipcar Inc • New York
ADMINISTRATION AGREEMENT dated as of May 24, 2010 (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 Base Indenture dated as of May 24, 2010 (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.
ZIPCAR, INC. SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT April 20, 2010Registration Rights Agreement • June 1st, 2010 • Zipcar Inc • Delaware
This Agreement dated as of April 20, 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.
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 BANK TRUST COMPANY...Collateral Agency Agreement • June 1st, 2010 • Zipcar Inc • New York
THIS COLLATERAL AGENCY AGREEMENT, dated as of May 24, 2010 (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 Parties”) and DEUTSCHE
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
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.
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
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”).
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”).
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.
LOAN AND SECURITY AGREEMENTShare Pledge Agreement • June 1st, 2010 • Zipcar Inc • California
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
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIPCAR, INC., ZULU ACQUISITION CORP, MOBILITY, INC. AND ALPS COMMUNICATIONS LLC, as Equityholders’ Representative, solely for the purposes set forth herein SEPTEMBER 26, 2007Agreement and Plan of Merger • June 1st, 2010 • Zipcar Inc • Delaware
This Agreement contemplates a merger of the Transitory Subsidiary into the Company. In such merger, the shareholders of the Company will receive capital stock of Zipcar in exchange for their capital stock of the Company.
LOAN AND SECURITY AGREEMENTShare Pledge Agreement • June 1st, 2010 • Zipcar Inc • California
THIS LOAN AND SECURITY AGREEMENT NO. 1222 (as amended from time to time, this “Agreement”) is entered into as of March 12, 2010, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. as “Agent” for the lenders identified on Schedule A hereto (such lenders, together with their respective successors and assigns are referred to herein each individually as a “Lender” and collectively as “Lenders”), the Lenders, and Pinnacle Ventures L.L.C. (for purposes of Section 2.1 hereof) on the one hand and on the other hand, 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
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.
ZIPCAR, INC. Incentive Stock Option Agreement Granted Under 2000 Stock Option/Stock Issuance PlanIncentive Stock Option Agreement • June 1st, 2010 • Zipcar Inc • Delaware
MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of May 24, 2010 between ZIPCAR VEHICLE FINANCING LLC as Lessor and ZIPCAR, INC. as Lessee and ServicerVehicle Operating Lease and Servicing Agreement • June 1st, 2010 • Zipcar Inc • New York
This Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of May 24, 2010, 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”).
