0001193125-13-000130 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 31, 2012 BY AND AMONG ZIPCAR, INC., AVIS BUDGET GROUP, INC. AND MILLENNIUM ACQUISITION SUB, INC.

Merger Agreement • January 2nd, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 2nd, 2013
• Company
  Zipcar Inc
• Industry
  Services-auto rental & leasing (no drivers)
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 31, 2012 (this “Agreement”), by and among Avis Budget Group, Inc., a Delaware corporation (“Parent”), Millennium Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Zipcar, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

VOTING AGREEMENT

Voting Agreement • January 2nd, 2013 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware

• Contract Type
  Voting Agreement
• Filed
  January 2nd, 2013
• Company
  Zipcar Inc
• Industry
  Services-auto rental & leasing (no drivers)
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”), is dated as of December 31, 2012, by and between the undersigned stockholder (“Stockholder”) of Zipcar, Inc., a Delaware corporation (the “Company”), and Avis Budget Group, Inc., a Delaware corporation (“Parent”).