CLASS B NOTE PURCHASE AGREEMENT

THIS SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES, CLASS B NOTE PURCHASE AGREEMENT, dated as of May 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company ("ZVF"), ZIPCAR, INC., a Delaware corporation ("Zipcar" or the "Administrator") and Goldman, Sachs& Co., and its permitted successors and assigns, as a Class B Noteholder (a "Class B Noteholder").

BACKGROUND

1. Contemporaneously with the execution and delivery of this Agreement, ZVF, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the "Trustee") and as Securities Intermediary, entered into the Series 2010-1 Supplement, of even date therewith (as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the "Series 2010-1 Supplement"), to the Base Indenture, dated as of May 24, 2010 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the "Base Indenture" and, together with the Series 2010-1 Supplement, the "Indenture"), between ZVF and the Trustee, pursuant to which ZVF issued one or more Series 2010-1 Variable Funding Car Sharing Asset Backed Notes, Class A (the "Class A Notes") and one or more Series 2010-1 Variable Funding Car Sharing Asset Backed Notes, Class B (the "Class B Notes")