Contract
Exhibit 10.22
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
COMMON STOCK PURCHASE WARRANT
| Warrant No. |
Number of Shares: a maximum of 240,000 | |
| Common Stock | ||
| Subject to determination as set for the below |
ZIPCAR, INC.
Effective as of May 29, 2008
Void after May 29, 2015
1. Issuance. This Common Stock Purchase Warrant (the “Warrant”) is issued to LIGHTHOUSE CAPITAL PARTNERS VI, L.P. by ZIPCAR, INC., a Delaware corporation (hereinafter with its successors called the “Company”).
2. Purchase Price; Number of Shares. The registered holder of this Warrant (the “Holder”), is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $2.38 (the “Purchase Price”), up to a maximum of 240,000 fully paid and nonassessable shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”). Commencing on the date hereof, 96,000 (the “Exercise Quantity”) of shares of Common Stock are immediately available for purchase hereunder.
(b) On the Commitment Termination Date or such earlier termination of this Warrant in accordance with the terms hereof, the Exercise Quantity shall automatically be increased by an additional 144,000 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds $2,000,000.
In addition to other terms which may be defined herein, the following terms, as used in this Warrant, shall have the following meanings:
| (i) | “Aggregate Advances” means the aggregate original dollar amount of Advances made under the Loan Agreement, whether such Advances are outstanding or prepaid, at the time of any scheduled adjustment to the Exercise Quantity. |
| (ii) | “Loan Agreement” means that certain Loan and Security Agreement No. 1221 dated May 29, 2008 between the Company and Lighthouse Capital Partners VI, L.P.. |
Any term not defined herein shall have the meaning as set forth in the Loan Agreement.
1.
Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the xxxx this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.
3. Payment of Purchase Price. The Purchase Price may be paid (a) in cash or by check, (b) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (c) by any combination of the foregoing.
4. Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:
| X= | Y (A-B) | |||
| A | ||||
| where; X = | the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4. | |
| Y = | the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. | |
| A = | the Fair Market Value (defined below) of one share of Common Stock as determined at the time the net issue election is made pursuant to this Section 4. | |
| B = | the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. | |
“Fair Market Value” of a share of Common Stock as of the date that the net issue election is made (the “Determination Date”) shall mean:
(i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering.
(ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows:
(a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date;
(b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and
(c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company’s Board of Directors.
2.
5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised.
6. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant. If, upon exercise of this Warrant in its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full shares of Common Stock, issuing a full share with respect to such fractional share.
7. Expiration Date; Automatic Exercise. This Warrant shall expire at the earliest to occur of (the “Expiration Date”) (i) at the close of business on May 29, 2015; or (ii) the closing of the initial Public Offering; of the Company on the NASDAQ or other stock exchange in the United States, and shall be void thereafter.
Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed. The Company agrees to promptly give the Holder written notice of any proposed Merger and written notice of termination of any proposed Merger. Notwithstanding anything to the contrary in this Warrant, the Holder may rescind any exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant occurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, provided, however that such rescission right must be exercised within thirty (30) days of receipt of such written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and conditions.
8. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.
9. Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or combine the Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.
10. Antidilution Rights. The other antidilution rights applicable to the Common Stock of the Company are set forth in the Sixth Amended and Restated Certificate of Incorporation, as amended from time to lime (the “Articles”), a true and complete copy in its current form which is attached hereto as Exhibit A. Such rights shall not be restated, amended or modified in any manner without such Holder’s prior written consent if the effect of such action would be more adverse to the Holder, and substantially dissimilar to, its effect on the other holders of the Company’s Common Stock with respect to the Common Stock. The Company shall promptly provide the Holder hereof with any restatement, amendment or modification to the Articles promptly after the same has been made.
3.
11. Mergers and Reclassifications. If after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.
12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
13. Notices of Record Date, Etc. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class or any other securities or property, or to receive any other right;
(b) any reclassification of the capital stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company;
then in each such event the Company will provide or cause to be provided to the Holder a written notice thereof. Such notice shall be provided at least twenty (20) days prior to the date specified in such notice on which any such action is to be taken.
14. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:
(a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms.
(b) The shares of Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
(c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene
4.
the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity.
(d) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under Section 4.3 of the Rights Agreement (as defined below) as if Holder were a “Major Investors” as defined therein (subject to the confidentiality obligations of Section 5 of the Rights Agreement).
(f) As of the date hereof, the authorized capital stock of the Company consists of (i) 72,500,000 shares of Common Stock, of which 4,204,517 shares are issued and outstanding and 240,000 shares are reserved for issuance upon the exercise of this Warrant, (ii) 545,056 shares of Series A Preferred Stock, all of which are issued and outstanding, (iii) 9,408,742 shares of Series B Preferred Stock, all of which are issued and outstanding; (iv) 5,714,998 shares of Series C Convertible Preferred Stock, all of which are issued and outstanding; (v) 10,117,134 shares of Series D Convertible Preferred Stock, all of which are issued and outstanding; (vi) 6,497,389 shares of Series E Convertible Preferred Stock, all of which are issued and outstanding; and (vii) 16,285,000 shares of Series F Convertible Preferred Stock, of which 14,297,694 are issued and outstanding. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.
15. Registration and Information Rights. The Company grants to the Holder all the registration rights of an “Investor” set forth in Section 2 and the information rights set forth in Section 4.3 (subject to the confidentiality obligations of Section 5) of the Company’s Fifth Amended and Restated Registration Rights Agreement dated as of October 31, 2007 (as amended, the “Rights Agreement”), and agrees to amend the Rights Agreement so that (i) the shares of Common Stock issuable upon exercise of this Warrant shall be “Registrable Shares,” and (ii) the Holder shall be an “Investor” for all purposes of Section 2 of such Rights Agreement.
16. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.
17. Representations and Covenants of the Holder. This Common Stock Purchase Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:
(a) Investment Purpose. The right to acquire Common Stock contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
(b) Accredited Investor. Holder is an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.
(c) Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.
(d) Financial Risk. The Holder has such knowledge and experience in financial and business mailers as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.
5.
(e) Stockholder Rights. Unless otherwise specified herein or in another agreement between the Company and Holder, until exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.
18. Notices, Transfers, Etc.
(a) Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to the Holder at the address most recently provided by the Holder to the Company.
(b) Subject to compliance with Section 19 below and the applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred.
(c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant.
19. Transfer of Shares.
(a) “Restricted Shares” means (a) this Warrant, (b) the shares of Common Stock issued or issuable upon exercise of this Warrant, and (c) any other shares of capital stock of the Company issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the 1933 Act, Section 4(1) of the 1933 Act or Rule 144 under the 1933 Act or (y) at such time as they become eligible for sale under Rule 144 under the 1933 Act.
(b) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the 1933 Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company if requested by the Company or its transfer agent, to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act.
(c) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by the Holder to an Affiliated Party (as such term is defined below) of the Holder, (ii) a transfer by the Holder which is a partnership to a partner of such partnership; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 19 to the same extent as if it were the original Holder hereunder, or (iii) a transfer made in accordance with Rule 144 under the 1933 Act. For purposes of this Agreement “Affiliated Party” shall mean, with respect to Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with Holder, including, without limitation, any general partner, officer, manager or director of Holder and any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, Holder.
(d) Each certificate representing Restricted Shares shall bear a legend substantially in the following form:
“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
6.
The foregoing legend shall be removed from the certificates representing any Restricted Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the 1933 Act.
20. No Impairment. The Company will not, without the prior written consent of the Holder by amendment of its Articles or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder.
21. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware.
22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns.
23. Business Days. If the last or appointed day for the taking of any action required of the expiration of any rights granted herein shall be a Saturday or Sunday or a legal holiday in California, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday.
24. Value. The Company and the Holder agree that the value of this Warrant on the date of grant is $100.
25. Lock-Up Agreement. The Holder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Common Stock or other securities of the Company held by Holder for a period of up to one hundred eighty (180) days following the effective date of a Registration Statement (as defined in the Rights Agreement); provided, that (a) such agreement shall only apply to the Initial Public Offering (as defined in the Rights Agreement); (b) all stockholders of the Company then holding at least one percent (1%) of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements; and (c) the Company shall use its reasonable best efforts to ensure that such agreement shall provide (i) for the periodic early releases of portions of the securities subject thereto upon the occurrence of specified events, and (ii) that in the event of any such early release, the Holder shall be released from such agreement on a pro rata basis.
| ZIPCAR, INC. | LIGHTHOUSE CAPITAL PARTNERS VI, L.P. | |||||||
| By: Lighthouse Management Partners VI. L.L.C. | ||||||||
| is general partner | ||||||||
| By: |
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By: |
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| Name: |
Xxxxxx Xxxxxxxxxx |
Name: | Xxxxxx Xxxxxx | |||||
| Title: |
CFO |
Title: | Managing Director | |||||
7.
Subscription
| To: |
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Date: |
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The undersigned hereby subscribes for shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below:
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| Signature |
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| Name for Registration |
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| Mailing Address |
1.
Net Issue Election Notice
| To: |
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Date: |
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The undersigned hereby elects under Section 4 to surrender the right to purchase shares of Common Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below:
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| Signature |
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| Name for Registration |
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| Mailing Address |
1.
Assignment
For value received hereby sells, assigns and transfers unto
[Please print or typewrite name and address of Assignee)
the within Warrant, and does hereby irrevocably constitute and appoint its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises.
| Dated: |
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In the Presence of:
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1.
EXHIBIT A
Sixth Amended and Restated Certificate of Incorporation
See Exhibit 3.1 to Zipcar Inc.’s Registration Statement on Form S-1
EXHIBIT B
Capitalization Table
1.
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| Xxxxx, Xxxxxxx |
6,102 | 0 | 158,374 | 0 | 32,327 | 28,588 | 0 | |||||||
| Xxxxx, Xxxxxxx X. |
0 | 0 | 0 | 35,714 | 0 | 0 | 0 | |||||||
| Xxxxxxx Descendants 2002 Trust Dated 9/23/02 |
0 | 0 | 0 | 0 | 100,000 | 0 | 0 | |||||||
| Xxxxxxxxxxx, Xxxxxx |
1,181 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| American Honda Motor Co., Inc. |
0 | 0 | 0 | 0 | 0 | 0 | 67,968 | |||||||
| Xxxxxxxx, Xxxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 1,162 | |||||||
| Xxxxxx XxXxx Revocable Trust 2000 |
0 | 0 | 200,000 | 0 | 87,751 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxx |
0 | 52,632 | 234,266 | 0 | 0 | 0 | 0 | |||||||
| Ayrault, IV, Xxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 287 | |||||||
| Xxxxxx, Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,621 | |||||||
| Xxxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 810 | |||||||
| BCLF Ventures I, LLC |
0 | 131,579 | 0 | 0 | 0 | 0 | 0 | |||||||
| BCLF Ventures II, LLC |
0 | 0 | 0 | 0 | 177,286 | 140,343 | 0 | |||||||
| BCLF Ventures LLC |
0 | 0 | 585,666 | 0 | 0 | 0 | 0 | |||||||
| Benchmark Capital Partners V, L.P. |
0 | 0 | 0 | 0 | 6,726,748 | 878,454 | 0 | |||||||
| Xxxxxxxx, Xxx |
0 | 0 | 265,134 | 0 | 0 | 0 | 0 | |||||||
| Bristol Bay Native Corporation |
0 | 0 | 0 | 0 | 0 | 0 | 131,408 | |||||||
| Xxxxx, Xxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 4,962 | |||||||
| Xxxxxxxx Living Trust, dated January 16, 1997 |
0 | 0 | 0 | 0 | 0 | 0 | 7,266 | |||||||
| Career Specialists |
0 | 0 | 0 | 0 | 0 | 0 | 1,428 | |||||||
| Xxxxx and Xxxx Xxxx 2006 Trust dated August 3, 2006 |
0 | 0 | 0 | 40,000 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 6,974 | |||||||
| Xxxxx, Xxxxxxx Xxxxx |
0 | 0 | 0 | 0 | 263,254 | 38,984 | 0 | |||||||
| Xxxxxxx X. Xxxxx, Xx. and Xxxxxxx X. Xxxxx, XX/WROS |
0 | 0 | 0 | 0 | 0 | 10,677 | 0 | |||||||
| Xxxxx, Xxxx |
35,425 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxx |
1,116,702 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 5,668 | |||||||
| City National Bank as Trustee for Nossaman, Guthner, Xxxx & Xxxxxx PSP FBO Xxxxx Xxxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 290 | |||||||
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| City National Bank as Trustee for Nossaman, Guthner, Xxxx & Xxxxxx PSP FBO Xxxxx X. Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 519 | |||||||
| City National Bank as Trustee for Nossaman, Guthner, Xxxx & Xxxxxxx PSP FBO Xxxxxxxx X. Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 581 | |||||||
| Xxxxxxxx, Xxxxxx |
7,085 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxxx, Xxxxx |
404,762 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxx, Xxx and Xxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 000 | |||||||
| Xxxxxxx, Xxxx-Xxxxxxx |
0 | 52,632 | 117,334 | 71,428 | 0 | 15,593 | 0 | |||||||
| Xxxxx, Xxxxx |
106,750 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Diamond Parking |
0 | 0 | 0 | 0 | 0 | 0 | 523 | |||||||
| Xxxxxx and Xxxxxxx Xxxxxxxxx JTWROS |
0 | 0 | 0 | 0 | 0 | 0 | 2,220 | |||||||
| Xxxxxxxxx, Xxxxxx |
0 | 0 | 100,000 | 0 | 43,960 | 0 | 0 | |||||||
| Xxxxxxx, Xxxx |
19,532 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxx |
0 | 0 | 100,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxx |
0 | 0 | 82,900 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx, Xxxx |
5,149 | 13,158 | 64,000 | 0 | 0 | 10,395 | 0 | |||||||
| Xxxxxxxx, Xxxxxx |
11,808 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Evercel, Inc. |
0 | 0 | 0 | 2,857,142 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxx |
0 | 0 | 100,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxxxx |
0 | 0 | 0 | 0 | 63,089 | 0 | 0 | |||||||
| Xxxx, Xxxxxxxx |
58 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,162 | |||||||
| Xxxxxx-Xxxxxxxx, Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 810 | |||||||
| Xxxxx, Xxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 791 | |||||||
| Gerson Family Foundation, Inc. |
0 | 0 | 0 | 142,857 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxxxxx X. |
0 | 0 | 0 | 71,428 | 25,000 | 0 | 0 | |||||||
| Xxxxxx, Xxxxx |
0 | 0 | 0 | 285,714 | 137,850 | 0 | 0 | |||||||
| Xxxxxx, Xxx |
0 | 0 | 200,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxx |
0 | 0 | 0 | 71,428 | 25,000 | 0 | 0 | |||||||
| Xxxxxx, Xxxxx X. |
0 | 0 | 0 | 0 | 43,599 | 0 | 0 | |||||||
| Globespan Capital Partners V, L.P. |
0 | 0 | 0 | 0 | 0 | 368,490 | 0 | |||||||
| Xxxxxx, Xxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 470 | |||||||
| Gravestar Investments |
0 | 52,632 | 0 | 0 | 0 | 0 | 0 | |||||||
| Gravestar Investments, LLC |
0 | 0 | 259,334 | 0 | 0 | 0 | 0 |
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| Greylock XII Limited Partnership |
0 | 0 | 0 | 0 | 0 | 3,666,477 | 0 | |||||||
| Greylock XIl Principals LLC |
0 | 0 | 0 | 0 | 0 | 214,414 | 0 | |||||||
| Greylock Xll-A Limited Partnership |
0 | 0 | 0 | 0 | 0 | 407,386 | 0 | |||||||
| Xxxxxxxx, Xxxxx X. |
1,400,000 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx Revocable Trust, Rylan |
0 | 0 | 8,900 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx UTMA, Xxxxxxxx |
0 | 0 | 4,400 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxx |
0 | 0 | 1,161,456 | 0 | 43,953 | 0 | 0 | |||||||
| Xxxxxxxx, Xxxx |
97,234 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxxxxxx R. |
0 | 0 | 0 | 0 | 0 | 0 | 493 | |||||||
| Xxxx, Xxxxx |
0 | 0 | 200,000 | 0 | 38,484 | 0 | 0 | |||||||
| Xxxxxxxxx, Xxxxxxxxx |
11,250 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| lacocca, Xxx |
0 | 0 | 0 | 0 | 0 | 0 | 15,678 | |||||||
| Xxxxxxx, Xxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 2,507 | |||||||
| Xxxxxxx, Xxxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 799 | |||||||
| Xxxxxxx, Xxxx X. |
11,253 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxx |
313 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx Xxxxxx, Custodian for Xxxxx Xxxxxx Under MA UTMA |
0 | 0 | 0 | 0 | 0 | 6,116 | 0 | |||||||
| Xxxxxxxx Xxxxxx, Custodian for Xxxxxxx Xxxx Xxxxxx Under MA UTMA |
0 | 0 | 0 | 0 | 0 | 6,116 | 0 | |||||||
| K3 LLC |
0 | 0 | 0 | 0 | 0 | 0 | 162 | |||||||
| Xxxxx, Xxxxxxxxxxx X. |
0 | 0 | 200,000 | 0 | 219,874 | 0 | 0 | |||||||
| Kanter Trust dated May 18, 2994, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx as Trustees of the |
0 | 0 | 0 | 0 | 0 | 0 | 228 | |||||||
| Xxxxxxxx X. Xxxxxx Revocable Trust, u/d/t January 16, 2004, Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxx, Trustees |
0 | 0 | 250,000 | 178,500 | 87,028 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxx X. |
0 | 0 | 50,000 | 50,000 | 52,860 | 7,796 | 0 | |||||||
| Xxxxx, Xxxxxxx X. |
68,750 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 15,678 | |||||||
| Xxxxx, Xxxxx X. |
14,170 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxx, Xxxxxx X. |
1,718 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx, Xxxx |
0 | 13,158 | 0 | 0 | 0 | 0 | 0 | |||||||
| LaSalle Investment Fund |
0 | 0 | 100,000 | 0 | 0 | 0 | 0 | |||||||
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| Xxxxxxxxx, Xxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 183 | |||||||
| Xxxxxxxxxx, Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 37,868 | |||||||
| Xxxxxxxxx, Xxxxxx X. |
0 | 0 | 100,000 | 0 | 63,209 | 25,989 | 0 | |||||||
| XxXxxx, Xxxxxx X. and Xxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 1,557 | |||||||
| XxXxxxx, Xxxxx |
0 | 52,632 | 50,774 | 0 | 0 | 0 | 0 | |||||||
| XxXxxxxx, Xxxxxxx |
0 | 0 | 100,000 | 0 | 63,146 | 0 | 0 | |||||||
| XxXxxxx, Xxxx |
14,723 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx Xxxxx and Xxxxxxxxx Xxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,436 | |||||||
| Xxxxxx, Xxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 581 | |||||||
| Xxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,065 | |||||||
| Xxxxxx, Xxxxx |
4,688 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxx |
0 | 0 | 166,750 | 0 | 0 | 10,677 | 0 | |||||||
| Xxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 422 | |||||||
| Xxxxxxxx, Xxxxx |
0 | 0 | 50,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxx |
0 | 0 | 25,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxx |
0 | 0 | 117,234 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, Xxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 6,013 | |||||||
| Nossaman, Guthner, Xxxx & Xxxxxx, LLP |
0 | 0 | 0 | 0 | 0 | 0 | 519 | |||||||
| Xxxxxx, Xxxxxxx |
77,613 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxx and Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 581 | |||||||
| Xxxxxxxxx, Xxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 581 | |||||||
| Xxxxxxx Transportation Group |
0 | 0 | 0 | 0 | 0 | 0 | 22,940 | |||||||
| Xxxxxxx, Xxxxx |
2,188 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 1,764 | |||||||
| Xxxxxx Investments LLC |
0 | 0 | 0 | 0 | 43,649 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxx X. |
4,298 | 0 | 162,666 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx X. Xxxxxxx Trust |
21,425 | 0 | 1,000,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx X. Xxxxxxx Trust dtd 8/2/84 |
0 | 0 | 0 | 360,000 | 0 | 192,322 | 0 | |||||||
| Xxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 24,493 | |||||||
| Xxxxxx, Xxxx |
0 | 18,421 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxx |
0 | 0 | 147,066 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, X. Xxxxxx and Xxxxx Jo |
0 | 0 | 0 | 0 | 0 | 0 | 31,800 | |||||||
| Prentice Family Partnership |
0 | 0 | 0 | 0 | 0 | 0 | 6,268 | |||||||
| Xxxxxxx, Xxxx |
28,793 | 0 | 560,000 | 107,142 | 43,967 | 129,947 | 0 | |||||||
| Xxxxxxx, Xxxxxxx X. |
0 | 0 | 40,000 | 0 | 0 | 0 | 0 |
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| Xxxxxxx Xxxxx & Xxxxx Investments, LLC |
0 | 0 | 0 | 0 | 0 | 0 | 5,767 | |||||||
| RA Capital Associates |
21,425 | 0 | 662,834 | 287,165 | 87,595 | 77,968 | 0 | |||||||
| Xxxxxx, Xxx |
0 | 0 | 100,000 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxx |
0 | 0 | 0 | 0 | 98,223 | 0 | 0 | |||||||
| Revolution Living LLC |
0 | 0 | 0 | 0 | 0 | 0 | 13,829,351 | |||||||
| Xxxxxxx X. Xxxxxx Revocable Trust, u/d/t January 16, 2004, Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxx, Trustees |
0 | 0 | 250,000 | 178,500 | 87,028 | 0 | 0 | |||||||
| Ros Bond and Xxxxxxx Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,744 | |||||||
| Xxxx, Xxxxxxxx F.P. |
0 | 0 | 325,134 | 28,571 | 43,960 | 0 | 0 | |||||||
| Xxxxxxxxx, Xxxx |
0 | 52,632 | 60,000 | 55,736 | 52,650 | 0 | 0 | |||||||
| Xxxxxxxxxx, Xxxxx X. |
35,000 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxx, Xxxxxx |
87,837 | 0 | 0 | 571,428 | 983,715 | 259,895 | 0 | |||||||
| Xxxxx, Xxxxxx X. |
7,496 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxx, X. Xxxxxxxxx |
0 | 26,632 | 568,328 | 158,733 | 43,974 | 0 | 0 | |||||||
| Xxxxxxx, Xxx |
275,425 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Samuel, Inbal |
4,063 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxxx X. |
0 | 0 | 0 | 0 | 0 | 0 | 11,804 | |||||||
| Sapers, Aviva |
0 | 0 | 114,034 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 145 | |||||||
| Xxxxxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 375 | |||||||
| Xxxxx, Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 22,051 | |||||||
| Seed Partners LLC |
0 | 26,316 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxxxx |
0 | 0 | 0 | 0 | 43,974 | 762 | 0 | |||||||
| Xxxxxx, Xxxxxxxx |
0 | 52,632 | 50,774 | 71,430 | 0 | 0 | 0 | |||||||
| Xxxxxxxx, Xxxxxxxx |
24,723 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 2,076 | |||||||
| Xxxxxx, Xxxxxx |
0 | 0 | 100,000 | 0 | 203,296 | 0 | 0 | |||||||
| Xxxxxxxx, Xxxxx X. |
193,746 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Stemberg Irrevocable Trust, Mac |
0 | 0 | 6,100 | 0 | 0 | 0 | 0 | |||||||
| Stemberg UTMA, Xxxxx |
0 | 0 | 6,900 | 0 | 0 | 0 | 0 | |||||||
| Stemberg UTMA, Xxxxxxx |
0 | 0 | 8,900 | 0 | 0 | 0 | 0 | |||||||
| Stemberg UTMA, Xxxxxxx |
0 | 0 | 6,900 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxxxxx, Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 783 | |||||||
| Xxxxxxx, Xxxx |
39,428 | 0 | 0 | 0 | 0 | 0 | 0 |
| Name |
Common | Series A | Series B | Series C | Series D | Series E | Series F | |||||||
| The Xxxxx Xxxxxxx Xxxxxxx Trust |
0 | 0 | 0 | 0 | 34,482 | 0 | 0 | |||||||
| The Xxxx Xxxxxxxx Stemberg 2006 Revocable Trust |
0 | 0 | 93,000 | 42,818 | 0 | 0 | 0 | |||||||
| Xxxxxx X. Xxxxxxxx Revocable Trust dated May 1, 1991 |
0 | 0 | 60,500 | 49,264 | 56,203 | 0 | 0 | |||||||
| Xxxxxxx, Jr., Xxxx |
0 | 0 | 0 | 0 | 0 | 0 | 2,778 | |||||||
| Xxxxx, Xxx |
0 | 0 | 29,684 | 0 | 0 | 0 | 0 | |||||||
| United Investors International Company |
0 | 0 | 0 | 0 | 0 | 0 | 4,443 | |||||||
| Xxxxxx, Xxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 3,924 | |||||||
| Xxxxxxxxxx, Xxxxxxxxx X. |
1,000 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxxxx, X.X. |
0 | 0 | 4,400 | 0 | 0 | 0 | 0 | |||||||
| Xxxxxx, Xxxxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 626 | |||||||
| Xxxxxx, Xxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 626 | |||||||
| Xxxxx, Xxxxxxxx |
12,500 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Xxxxx, Xxxxxxx X. |
28,904 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Total |
4,204,517 | 545,056 | 9,408,742 | 5,714,998 | 10,117,134 | 6,497,389 | 14,297,694 | |||||||
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
COMMON STOCK PURCHASE WARRANT
| Warrant No. 2010-1 | Number of Shares: a maximum of 250,000 | |
| Common Stock | ||
| Subject to determination as set for the below |
ZIPCAR, INC.
Effective as of March 12, 2010
Void after March 12, 2017
1. Issuance. This Common Stock Purchase Warrant (the “Warrant”) is issued to LIGHTHOUSE CAPITAL PARTNERS VI, L.P. by ZIPCAR, INC., a Delaware corporation (hereinafter with its successors called the “Company”).
2. Purchase Price; Number of Shares. The registered holder of this Warrant (the “Holder”), is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $4.37 (the “Purchase Price”), up to a maximum of 250,000 fully paid and nonassessable shares of the Company’s Common Stock, 50.001 par value (the “Common Stock”). Commencing on the date hereof, 125,000 (the “Exercise Quantity”) of shares of Common Stock are immediately available for purchase hereunder.
(b) On the Commitment Termination Date or such earlier termination of this Warrant in accordance with the terms hereof, the Exercise Quantity shall automatically be increased either (i) by an additional 62,500 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds $10,000,000; or (ii) by an additional 125,000 shares if the amount of Aggregate Advances funded under the Loan Agreement exceeds $15,000,000.
In addition to other terms which may be defined herein, the following terms, as used in this Warrant, shall have the following meanings;
| (i) | “Aggregate Advances” means the aggregate original dollar amount of Advances made under the Loan Agreement, whether such Advances are outstanding or prepaid, at the time of any scheduled adjustment to the Exercise Quantity. |
| (ii) | “Loan Agreement” means that certain Loan and Security Agreement No. 1222 dated March 12, 2010 between the Company and its domestic subsidiaries, on one hand, and Lighthouse Capital Partners VI, L.P., Pinnacle Ventures Il-A (SUB), L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures Il-C, L.P., Pinnacle Ventures II-R (SUB), L.P., Pinnacle Ventures Debt Fund Ill-A, (SUB), L.P. and Pinnacle Ventures Debt Fund III, L.P., on the other hand. |
1.
Any term not defined herein shall have the meaning as set forth in the Loan Agreement.
Until such time as this Warrant is exercised in full or expires, the. Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided, The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.
3. Payment of Purchase Price. The Purchase Price:may be paid (a) in cash or by check, (b) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (c) by any combination of the foregoing.
4. Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:
| X= | Y (A-B) | |||
| A | ||||
| where: X = | the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4. | |
| Y = | the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. | |
| A = | the Fair Market Value (defined below) of one share of Common Stock as determined at the time the net issue election is made pursuant to this Section 4. | |
| B = | the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. | |
“Fair Market Value” of a share of Common Stock as of the date that the net issue election is made (the “Determination Date”) shall mean:
(i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering.
(ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows:
(a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date;
(b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and
2.
(c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company’s Board of Directors.
5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised,
6. Fractional Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant. If, upon exercise of this Warrant in Its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full shares of Common Stock, issuing a full share with respect to such fractional share.
7. Expiration Date; Automatic Exercise. This Warrant shall expire at the earliest to occur of (the “Expiration Date”) (i) at the close of business on March 12, 2017;’ or (ii) two (2) years after the closing of the initial Public Offering; of the Company on the NASDAQ or other national stock exchange in the United States, and shall be void thereafter.
Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means; (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into, or by an Unaffiliated Entity (other than a merger or consolidation for the principle purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company, “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger, consolidation or acquisition, Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed. The Company agrees to promptly give the Holder written notice of any proposed Merger and written notice of termination of any proposed Merger. Notwithstanding anything to the contrary in this Warrant, the Holder may rescind any exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant occurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, provided, however that such rescission right must be exercised within thirty (30) days of receipt of such written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and conditions.
8. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.
9. Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or combine the Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.
10. Antidilution Rights. The other antidilution rights applicable to the Common Stock of the Company are set forth in the Sixth Amended and Restated Certificate of Incorporation, as amended from time to time (the “Articles”), a true and complete copy in its current form which is attached hereto as Exhibit A. Such rights shall not be
3.
restated, amended or modified in any manner without such Holder’s prior written consent if the effect of such action would be more adverse to the Holder, and substantially dissimilar to, its effect on the other holders of the Company’s Common Stock with respect to the Common Stock. The Company shall promptly provide the Holder hereof with any restatement, amendment or modification to the Articles promptly after the same has been made.
11. Mergers and Reclassifications. If after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 Hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.
12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
13. Notices of Record Date, Etc. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class or any other securities or property, or to receive any other right;
(b) any reclassification of the capital stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company;
then in each such event the Company will provide or cause to be provided to the Holder a written notice thereof. Such notice shall be provided at least twenty (20) days prior to the date specified in such notice on which any such action is to be taken.
14. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:
(a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms.
4.
(b) The shares of Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable,
(c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Common Stock upon the exercise of this Warrant In accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (Iii) require the consent or approval of or the filing of any notice or registration with any person or entity.
(d) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under Section 4.3 of the Rights Agreement (as defined below) as if Holder were a “Major Investors” as defined therein (subject to the confidentiality obligations of Section 5 of the Rights Agreement).
(f) As of the date hereof, the authorized capital stock of the Company consists of (i) 72,500,000 shares of Common Stock, of which 4,539,146 shares are issued and outstanding and 250,000 shares are reserved for issuance upon the exercise of this Warrant, (ii) 545,056 shares of Series A Preferred Stock, all of which are issued and outstanding, (iii) 9,408,742 shares of Series B Preferred Stock, all of which are issued and outstanding; (iv) 5,714,998 shares of Series C Convertible Preferred Stock, all of which are issued and outstanding; (v) 10,117,134 shares of Series D Convertible Preferred Stock, all of which are issued and outstanding; (vi) 6,497,389 shares of Series E Convertible Preferred Stock, all of which are issued and outstanding; and (vii) 16,285,000 shares of Series F Convertible Preferred Stock, of which 14,297,694 are issued and outstanding. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company, At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.
15. Registration and Information Rights. The Company grants to the Holder all the registration rights of an “Investor” set forth in Section 2 and the information rights set forth in Section 4.3 (subject to the confidentiality obligations of Section 5) of the Company’s Fifth Amended and Restated Registration Rights Agreement dated as of October 31, 2007 (as amended, the “Rights Agreement”), and agrees to amend the Rights Agreement so that (i) the shares of Common Stock issuable upon exercise of this Warrant shall be “Registrable Shares,” and (ii) the Holder shall be an “Investor” for all purposes of Section 2 of such Rights Agreement
16. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.
17. Representations and Covenants of the Holder. This Common Stock Purchase Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:
(a) Investment Purpose. The right to acquire Common Stock contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
(b) Accredited Investor. Holder is an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.
(c) Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.
5.
(d) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.
(e) Stockholder Rights. Unless otherwise specified herein or in another agreement between the Company and Holder, until exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.
18. Notices, Transfers, Etc.
(a) Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to the Holder at the address most recently provided by the Holder to the Company.
(b) Subject to compliance with Section 19 below and the applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred.
(e) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant.
19. Transfer of Shares.
(a) “Restricted Shares” means (a) this Warrant, (b)) the shares of Common Stock issued or issuable upon exercise of this Warrant, and (c) any other shares of capital stock of the Company issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the 1933 Act, Section 4(1) of the 1933 Act or Rule 144 under the 1933 Act or (y) at such time as they become eligible for sale under Rule 144 under the 1933 Act.
(b) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the 1933 Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company if requested by the Company’ or its transfer agent, to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act.
(c) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by the Holder to an Affiliated Party (as such term is defined below) of the Holder, (ii) a transfer by the Holder which is a partnership to a partner of such partnership; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 19 to the same extent as if it were the original Holder hereunder, or (iii) a transfer made in accordance with Rule 144 under the 1933 Act. For purposes of this Agreement “Affiliated Party” shall mean, with respect to Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with Holder, including, without limitation, any general partner, officer, manager or director of Holder and any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company as, Holder.
6.
(d) Each certificate representing Restricted Shares shall bear a legend substantially in the following form:
“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
The foregoing legend shall be removed from the certificates representing any Restricted Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the 1933 Act.
20. No Impairment. The Company will not, without the prior written consent of the Holder by amendment of its Articles or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder,
21. Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware.
22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns,
23. Business Days. If the last or appointed day for the taking of any action required of the expiration of any rights granted herein shall be a Saturday or Sunday or a legal holiday in California, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday,
24. Value. The Company and the Holder agree that the value of this Warrant on the date of grant is $100.
25. Lock-Up Agreement. The Holder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Common Stock or other securities of the Company held by Holder for a period of up to one hundred eighty (180) days following the effective date of a Registration Statement (as defined in the Rights Agreement); provided, that (a) such agreement shall only apply to the Initial Public Offering (as defined in the Rights Agreement); (b) all stockholders of the Company then holding at least one percent (1%) of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements; and (c) the Company shall use its reasonable best efforts to ensure that such agreement shall provide (i) for the periodic early releases of portions of the securities subject thereto upon the occurrence of specified events, and (ii) that in the event of any such early release, the Holder shall be released from such agreement on a pro rata basis.
7.
| ZIPCAR, INC. | LIGHTHOUSE CAPITAL PARTNERS VI, L.P. | |||||||
| By: | Lighthouse Management Partners VI. L.L.C. | |||||||
| is general partner | ||||||||
| By: |
|
By: |
| |||||
| Name: | Xxxxxx Xxxxxxxxxx | Name: | Xxxx Xxxxxx | |||||
| Title: | CFO | Title: | Managing Director | |||||
8.
Subscription
| To: |
|
Date: |
|
The undersigned hereby subscribes for shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below:
|
|
| Signature |
|
|
| Name for Registration |
|
|
| Mailing Address |
1.
Net Issue Election Notice
| To: |
|
Date: |
|
The undersigned hereby elects under Section 4 to surrender the right to purchase shares of Common Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below:
|
|
| Signature |
|
|
| Name for Registration |
|
|
| Mailing Address |
1.
Assignment
For value received hereby sells, assigns and transfers unto [Please print or typewrite name and address of Assignee] the within Warrant, and does hereby irrevocably constitute and appoint its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises.
| Dated: | ||
| In the Presence of: | ||
|
| ||
1.
EXHIBIT A
Sixth Amended and Restated Certificate of Incorporation
See Exhibit 3.1 to Zipcar Inc.’s Registration Statement on Form S-1
EXHIBIT B
Capitalization Table
1.
| Shares | % | Proceeds | Price per Share |
Date | |||||||||
| Series A Preferred |
1,390,438 | 2.24 | % | $ | 2,641,832 | $ | 1.90 | 11/16/2000 | |||||
| Series B Preferred |
9,408,742 | 15.14 | % | $ | 4,704,371 | $ | 0.50 | 12/20/2002 | |||||
| Series C Preferred |
5,714,998 | 9.19 | % | $ | 4,000,499 | $ | 0.70 | 10/30/2003 | |||||
| Series D Preferred |
10,117,134 | 16.28 | % | $ | 11,735,875 | $ | 1.16 | 7/8/2005 | |||||
| Series E Preferred |
6,497,389 | 10.45 | % | $ | 25,000,004 | $ | 3.85 | 10/26/2006 | |||||
| Series F Preferred |
14,297,694 | 23.00 | % | $ | 45,000,000 | $ | 3.15 | 11/1/2007 | |||||
| Subtotal Preferred |
47,426,395 | 76.30 | % | $ | 93,082,581 | ||||||||
| Common |
4,556,696 | 7.33 | % | ||||||||||
| Preferred Warrants |
145,150 | 0.23 | % | ||||||||||
| Common Warrants |
944,022 | 1.52 | % | ||||||||||
| Options Available |
249,260 | 0.40 | % | ||||||||||
| Options Outstanding |
8,836,338 | 14.22 | % | ||||||||||
| Total Fully Diluted |
62,157,861 | 100.00 | % | ||||||||||
| Series A | Series B | Series C | Series D | Series E | Series F | Common | Wts. | Total | % | ||||||||||||
| Revolution |
0 | 0 | 0 | 0 | 0 | 13,829,351 | 0 | 0 | 13,829,351 | 22.25 | % | ||||||||||
| Benchmark |
131,579 | 585,666 | 0 | 6,904,034 | 1,018,797 | 0 | 0 | 0 | 8,640,076 | 13.90 | % | ||||||||||
| Greylock |
0 | 0 | 0 | 0 | 4,288,277 | 0 | 0 | 0 | 4,288,277 | 6.90 | % | ||||||||||
| Evercel |
0 | 0 | 2,857,142 | 0 | 0 | 0 | 0 | 0 | 2,857,142 | 4.60 | % | ||||||||||
| GlobeSpan |
0 | 0 | 0 | 0 | 368,490 | 0 | 0 | 0 | 368,490 | 0.59 | % | ||||||||||
| Subtotal |
29,983,336 | 48.24 | % | ||||||||||||||||||
| Major Angels |
|||||||||||||||||||||
| Xxxxx Xxxxxxx |
0 | 1,000,000 | 360,000 | 0 | 192,322 | 0 | 21,425 | 17,524 | 1,591,271 | 2.56 | % | ||||||||||
| Xxxx Xxxxxxx |
0 | 1,161,456 | 0 | 43,953 | 0 | 0 | 32,790 | 0 | 1,238,199 | 1.99 | % | ||||||||||
| Xxxxxx Xxxx |
0 | 0 | 571,428 | 109,956 | 259,895 | 0 | 87,837 | 174,751 | 1,203,867 | 1.94 | % | ||||||||||
| Xxxx Xxxxxxxxx |
52,632 | 60,000 | 55,736 | 926,409 | 0 | 0 | 0 | 10,530 | 1,105,307 | 1.78 | % | ||||||||||
| X.X. Xxxxxxx |
26,632 | 568,328 | 158,733 | 43,974 | 0 | 0 | 275,425 | 8,794 | 1,081,886 | 1.74 | % | ||||||||||
| RA Capital |
0 | 662,834 | 57,165 | 87,595 | 77,968 | 0 | 21,425 | 17,519 | 924,506 | 1.49 | % | ||||||||||
| Xxxx Xxxxxxx |
0 | 560,000 | 107,142 | 43,967 | 129,947 | 0 | 28,793 | 0 | 869,849 | 1.40 | % | ||||||||||
| Xxxxxxxx Xxxxxx |
52,632 | 50,774 | 71,430 | 43,974 | 12,994 | 0 | 0 | 8,794 | 240,598 | 0.39 | % | ||||||||||
| Subtotal |
8,255,483 | 13.28 | % | ||||||||||||||||||
| Major Common |
|||||||||||||||||||||
| Xxxxx Xxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,400,000 | 0 | 1,400,000 | 2.25 | % | ||||||||||
| Xxxxx Xxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 1,116,702 | 0 | 1,116,702 | 1.80 | % | ||||||||||
| Xxxxx Xxxxxxxxx |
0 | 0 | 0 | 0 | 0 | 0 | 404,762 | 0 | 404,762 | 0.65 | % | ||||||||||
| Subtotal |
2,921,464 | 4.70 | % | ||||||||||||||||||
| Major Warrants |
|||||||||||||||||||||
| Lighthouse |
240,000 | 240,000 | 0.39 | % | |||||||||||||||||
| Pinnacle |
213,334 | 213,334 | 0.34 | % | |||||||||||||||||
| Subtotal |
453,334 | 0.73 | % | ||||||||||||||||||
Zipcar, Inc.
Stock Ledger
3/5/2010
| Certificate Number |
Issuance Price Paid per Share Category of Issuance | ||||||||||||||
| Sharehold Alias |
Number of Shares | Date | Status | ||||||||||||
| Preferred Stock |
|||||||||||||||
| Evercel, Inc. |
PS | C - 29 | 2,857,142 | 10/30/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Evercel, Inc. |
PS | C - 1 | 0 | 10/30/2003 | $ | 0.00 | Preferred Stock Issuance | Lost certificate; need to be re-issue - Reissued as Certificate | |||||||
| Benchmark Capital Partner |
PS | D - 1 | 6,034,483 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Greylock XII Limited Partner |
PS | E - 1 | 3,666,477 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Revolution Living LLC |
PS | F - 1 | 13,829,351 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | A - 2 | 13,158 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | B - 2 | 158,374 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | C - 2 | 35,714 | 11/26/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Greylock XIl-A Limited Part |
PS | E - 2 | 407,386 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| American Honda Motor Co. |
PS | F - 2 | 67,968 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | B - 3 | 234,266 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx Xxxxx |
PS | D - 3 | 263,254 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Greylock XII Principals LLC |
PS | E - 3 | 214,414 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxxxxx |
PS | F - 3 | 1,162 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Gravestar Investments, LLC |
PS | A - 4 | 52,632 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| BCLF Ventures LLC |
PS | B - 4 | 585,666 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | C - 4 | 50,000 | 11/26/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxxxxx |
PS | D - 4 | 43,960 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Benchmark Capital Partner |
PS | E - 4 | 878,454 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxx, XX |
PS | F - 4 | 287 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxx Xxxxxxxx |
PS | B - 5 | 265,134 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| RA Capital Associates |
PS | C - 5 | 0 | 11/26/2003 | $ | 0.00 | Preferred Stock Issuance | Partial transfer to cert 30 & 31 - Reissued as Certificate | |||||||
| Xxxxxxx Xxxxxxx |
PS | D - 5 | 43,847 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X. Xxxxxxx Trust dtd 8 |
PS | E - 5 | 192,322 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | F - 5 | 1,621 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx-Xxxxxxx Xxxxxxx |
PS | B - 6 | 117,334 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X.X. Xxxx |
PS | C - 6 | 28,571 | 11/26/2003 | $ | 0.00 | Preferred Stock issuance | ||||||||
| Xxxxx Xxxxxx |
PS | D - 6 | 87,850 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | F - 6 | 810 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | A - 7 | 13,158 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxx |
PS | B - 7 | 82,900 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | C - 7 | 55,736 | 11/26/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | D - 7 | 43,599 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | E - 7 | 129,947 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Ros Bond and Gillian Mars |
PS | F - 7 | 1,744 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | B - 8 | 64,000 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | D - 8 | 43,953 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| RA Capital Associates |
PS | E - 8 | 77,968 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Bristol Bay Native Corporat |
PS | F - 8 | 131,408 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Seed Partners LLC |
PS | A - 9 | 26,316 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Gravestar Investments, LLC |
PS | B - 9 | 259,334 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxxxx X Xxxxx |
PS | D - 9 | 219,874 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx Xxxxx |
PS | E - 9 | 38,984 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxx |
PS | F - 9 | 4,962 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxxx |
PS | C -10 | 71,430 | 12/20/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | D -10 | 35,168 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | E -10 | 28,588 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Living Trust, date |
PS | F -10 | 7,266 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | A - 11 | 52,632 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx XxXxxxx |
PS | B - 11 | 50,774 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxxxx |
PS | D - 11 | 43,967 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxxxx |
PS | E - 11 | 25,989 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Career Specialists |
PS | F - 11 | 1,428 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx XxXxxxx |
PS | A - 12 | 52,632 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxx |
PS | B - 12 | 166,750 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | C - 12 | 285,714 | 12/30/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx XxXxxxxx |
PS | D - 12 | 43,904 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx-Xxxxxxx Xxxxxxx |
PS | E - 12 | 15,593 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | F - 12 | 6,974 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | A - 13 | 52,632 | 8/1/2009 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Gerson Family Foundation, |
PS | C - 13 | 142,857 | 12/30/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx XxXxx Revocable |
PS | D - 13 | 87,751 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxx |
PS | F - 13 | 5,668 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx-Xxxxxxx Xxxxxxx |
PS | A - 14 | 52,632 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | B - 14 | 117,234 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Investments LLC |
PS | D - 14 | 43,649 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | E - 14 | 10,395 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxxxx |
PS | F - 14 | 581 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxxx |
PS | A - 15 | 52,632 | 11/16/2000 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X. Xxxxxxx Trust dtd 8 |
PS | B - 15 | 862,834 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | D - 15 | 43,967 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | E - 15 | 7,796 | 10/26/2006 | $ | 0.00 | Preferred Stock Issuance |
| Xxxxx Xxxxxxxxx |
PS | F - 15 | 290 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| X. Xxxxxxxxx Xxxxxxx |
XX | A -16 | 26,632 | 12/16/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxx |
PS | B -16 | 162,666 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | C - 16 | 107,142 | 12/30/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| RA Capital Associates |
PS | D -16 | 87,595 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | F - 16 | 519 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| X. Xxxxxxxxx Xxxxxxx |
XX | C - 17 | 158,733 | 12/30/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | D -17 | 78,981 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxx |
PS | E - 17 | 259,895 | 11/10/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx and Xxxxxxxxx |
PS | F - 17 | 1,436 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxx |
PS | A -18 | 18,421 | 7/25/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| RA Capital Associates |
PS | B - 18 | 662,834 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxx |
PS | C - 18 | 571,428 | 12/20/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X.X. Xxxx |
PS | D -18 | 43,960 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Globespan Capital Partners |
PS | E - 18 | 368,490 | 11/16/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxx and Xxxxxxx Xxxx |
PS | F - 18 | 665 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| BCLF Ventures I, LLC |
PS | A -19 | 131,579 | 12/7/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X.X. Xxxx |
PS | B - 19 | 325,134 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X. Xxxxxx Revocable |
PS | C - 19 | 178,500 | 5/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | D -19 | 52,650 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxx Xxxxxx |
XX | E - 19 | 6,116 | 12/13/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Diamond Parking |
PS | F - 19 | 523 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | B - 20 | 60,000 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X. Xxxxxx Revoc |
PS | C - 20 | 178,500 | 6/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxx |
PS | D -20 | 873,759 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | E - 20 | 6,116 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx and Xxxxxxx Xxxxxxx |
PS | F - 20 | 987 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx and Xxxx Xxxx 2006 |
PS | C - 21 | 40,000 | 8/23/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| X. Xxxxxxxxx Xxxxxxx |
XX | D -21 | 43,974 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxxx |
PS | E - 21 | 762 | 12/13/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxxxx |
PS | F - 21 | 1,162 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X. Xxxxxxx Trust dtd 8 |
PS | C - 22 | 360,000 | 8/23/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxxx |
PS | D - 22 | 43,974 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| BCLF Ventures II, LLC |
PS | E - 22 | 140,343 | 12/7/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx-Xxxxxxxx |
PS | F - 22 | 810 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | B - 23 | 114,034 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| The Xxxx Xxxxxxxx Stembe |
PS | C - 23 | 42,818 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X. Xxxxx, Xx and C |
PS | E - 23 | 10,677 | 12/5/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxx |
PS | F - 23 | 791 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Xxxxxx |
PS | B - 24 | 50,774 | 12/20/2002 | $ | 0.00 | Preferred Stock Issuance |
| Xxxxxx X. Xxxxxxxx Revo |
PS | C - 24 | 49,264 | 12/31/2006 | $ | 0.00 | Preferred Stock lssuance | ||||||||
| Xxxxx Xxxxx |
PS | E - 24 | 10,677 | 12/5/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxx |
PS | F - 24 | 470 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxx X Xxxxxx |
PS | C - 25 | 71,428 | 12/17/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | D -25 | 32,327 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxxx R Xxxxxx |
XX | F - 25 | 493 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X. Xxxxxxx Trust dtd 8 |
PS | B - 26 | 120,000 | 1/31/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | C - 26 | 71,428 | 12/17/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxx lacocca |
PS | F - 26 | 15,678 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| The Xxxxx Xxxxxxx Xxxxxx |
XX | D -27 | 34,482 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxx |
PS | F - 27 | 2,507 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxxxx X Xxxxx |
PS | B - 28 | 200,000 | 1/31/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx-Xxxxxxx Xxxxxxx |
PS | C - 28 | 71,428 | 6/11/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxxxx |
PS | D -28 | 19,242 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx and Xxxxxxx Xxxxxxx |
PS | F - 28 | 1,253 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | D -29 | 50,000 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxxxx |
PS | F - 29 | 799 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| LaSalle Investment Fund |
PS | B - 30 | 100,000 | 1/31/2003 | $ | 0.00 | Preferred Stock issuance | ||||||||
| Xxxxxxx X. Xxxxxxx 2009 GF |
PS | C - 30 | 230,000 | 12/28/2009 | $ | 0.00 | Transfer to Trust | ||||||||
| K3 LLC |
PS | F - 30 | 162 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| RA Capital Associates |
PS | C - 31 | 57,165 | 11/26/2003 | $ | 0.00 | Transfer to Trust | ||||||||
| Kanter Trust dated May 18, |
PS | F - 31 | 228 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxxxxx |
PS | B - 32 | 100,000 | 2/10/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxx |
PS | D -32 | 38,484 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | F - 32 | 15,678 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxx |
PS | B - 33 | 100,000 | 2/10/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | D -33 | 17,692 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxxxx |
PS | F - 33 | 183 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | B - 34 | 500,000 | 2/10/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxxxx |
PS | D - 34 | 19,242 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxxxxxx |
PS | F - 34 | 37,868 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X. Xxxxxxx Trust dtd 8 |
PS | B - 35 | 17,166 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx XxXxxxxx |
PS | D - 35 | 19,242 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx J and Xxxxxx X. M |
PS | F - 35 | 1,557 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxxxx |
PS | B - 36 | 100,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | D - 36 | 19,242 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | B - 37 | 200,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxx |
PS | D - 37 | 109,956 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxx |
PS | F - 37 | 1,065 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxx |
PS | B - 38 | 200,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance |
| Xxxx Xxxxxxxx |
PS | F - 38 | 422 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxx |
PS | B - 39 | 50,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxx |
PS | F - 39 | 6,013 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx XxXxxxxx |
PS | B - 40 | 100,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X. Xxxxxxxx Revo |
PS | D - 40 | 56,203 | 8/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Nossaman, Guthner, Xxxx |
XX | F - 40 | 519 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx XxXxx Revocable |
PS | B - 41 | 200,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Benchmark Capital Partner |
PS | D - 41 | 692,265 | 8/10/2005 | $ | 0.00 | Preferred Stock issuance | ||||||||
| Xxxx and Xxxxxx Xxxxx |
PS | F - 41 | 581 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxxx |
PS | B - 42 | 50,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx X Xxxxxxxxx |
PS | F - 42 | 581 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | B - 43 | 100,000 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X. Xxxxxx Revocable |
PS | D - 43 | 43,925 | 10/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Transportation Gr |
PS | F - 43 | 22,940 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X. Xxxxxx Revoca |
PS | D - 44 | 43,925 | 10/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxx |
PS | F - 44 | 1,764 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X. Xxxxxx Revocable |
PS | D - 45 | 43,103 | 10/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | F - 45 | 24,493 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxxxx |
PS | B - 46 | 0 | 2/28/2003 | $ | 0.00 | Preferred Stock Issuance | Cancel 100,000 shares and reissued 50,000 to the same | |||||||
| Xxxxxxxx X. Xxxxxx Revoca |
PS | D - 46 | 43,103 | 10/10/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| X. Xxxxxx and Xxxxx Jo P |
PS | F - 46 | 31,800 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxxxx |
PS | B - 47 | 40,000 | 3/3/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Descendants 2002 |
PS | D - 47 | 100,000 | 8/23/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Prentice Family Partnership |
PS | F - 47 | 6,268 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | B - 48 | 60,000 | 3/3/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxx X Xxxxxx |
PS | D - 48 | 25,000 | 12/17/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx & Xxxxx Inves |
PS | F - 48 | 5,767 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxx |
PS | D - 49 | 25,000 | 12/17/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxxx |
PS | F - 49 | 11,804 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxx |
PS | B - 50 | 1,161,456 | 2/27/2003 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| BCLF Ventures lI, LLC |
PS | D - 50 | 177,286 | 12/7/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxxxxxxx |
PS | F - 50 | 145 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X. Xxxxxx Revocable |
PS | B - 51 | 250,000 | 6/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx Revocable T |
PS | D - 51 | 203,296 | 9/17/2008 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxxxx |
PS | F - 51 | 375 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx X. Xxxxxx Revoca |
PS | B - 52 | 250,000 | 6/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxx |
PS | F - 52 | 22,051 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxx |
PS | F - 53 | 2,076 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxxxxxxxx |
PS | F - 54 | 783 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxx Xxxxx |
PS | B - 55 | 29,684 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance |
| Xxxx Xxxxxxx, Xx. |
PS | F - 55 | 2,778 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| United Investors Internatio |
PS | F - 56 | 4,443 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx X Xxxxxxxxx |
PS | B - 57 | 568,328 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx |
PS | F - 57 | 3,924 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxxxx Xxxxxx |
PS | F - 58 | 626 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxx Xxxxxx |
PS | B - 59 | 147,066 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxx Xxxxxx |
PS | F - 59 | 626 | 11/1/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxx X Xxxxxx |
PS | F - 60 | 581 | 10/1/2008 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxx Xxxxxxx |
PS | B - 61 | 25,000 | 7/8/2005 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| The Xxxx Xxxxxxxx Stembe |
PS | B - 63 | 93,000 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg Irrevocable Trust |
PS | B - 64 | 1,700 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxxxx |
PS | B - 65 | 3,000 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxx |
PS | B - 66 | 3,000 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Revocable Trust, |
PS | B - 67 | 4,500 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxxxx |
PS | B - 68 | 4,500 | 12/31/2006 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx UTMA, Xxxxxxxx |
XX | B - 70 | 4,400 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxx |
PS | B - 71 | 3,900 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxxxx |
PS | B - 72 | 3,900 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg UTMA, Xxxxxxx |
PS | B - 73 | 4,400 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| X.X. Xxxxxxxx |
PS | B - 74 | 4,400 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Stemberg Irrevocable Trust |
PS | B - 75 | 4,400 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxxxx Revocable Trust, |
PS | B - 76 | 4,400 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X. Xxxxxxxx Revo |
PS | B - 77 | 60,500 | 12/6/2007 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx Xxxxxx Revocable T |
PS | B - 78 | 100,000 | 9/17/2008 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Alexa Xxxxx Xxxxxxxxx |
PS | B - 79 | 25,000 | 1/5/2010 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Zoe Xxxxx Xxxxxxxxx |
PS | B - 80 | 25,000 | 1/5/2010 | $ | 0.00 | Preferred Stock Issuance | ||||||||
| Xxxxxx X Xxxxxxxxx |
PS | B - 81 | 50,000 | 1/5/2010 | $ | 0.00 | Reduction due to Gift/Transfer | ||||||||
| 46,581,013 | |||||||||||||||
| Check | 0 | ||||||||||||||
