Related Party Transactions and Outside Related Director Information

ZipRealty, Inc. (ZIPR)

4/13/2006 Proxy Information

Mr. Kagle has been a General Partner of Benchmark Capital Management Co., LLC, since its founding in May 1995 and a General Partner of Technology Venture Investors since January 1984. Benchmark Capital Partners owns 23% of the company stock.

Mr. Cellier has been a founding Managing Partner of Pyramid Technology Ventures since its founding in January 2000. Pyramid Technology Ventures owns 21% of the company stock.


We describe below transactions and series of similar transactions, since January 1, 2005, to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $60,000; and

• a director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

We also describe below certain other transactions with our directors, executive officers and stockholders.

Investor rights agreement

Prior to January 1, 2004, we entered into an agreement with purchasers of our preferred stock, which converted into shares of common stock in connection with our initial public offering, and holders of warrants to purchase our capital stock that provides for certain rights relating to the registration of their shares of common stock issued upon conversion of their preferred stock or issuable upon exercise of their warrants. These rights will terminate five years following the completion of our initial public offering, or for any particular holder with registration rights, at such time following our initial public offering when all securities held by that stockholder subject to registration rights may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, during any 90-day period. All holders of common stock issued upon conversion of preferred stock are parties to this agreement, including the following directors, executive officers and holders of 5% of our capital stock: Benchmark Capital Partners IV, L.P.; Pyramid Technology Ventures I, L.P.; Vanguard Ventures; Venture Strategy Partners; Lamoreaux Partners; Eric A. Danziger; Gary M. Beasley; William C. Sinclair; Joseph Patrick Lashinsky; David A. Rector; and Donald F. Wood.

Indemnification agreements with officers and directors

Our amended and restated certificate of incorporation and our bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Further, we have entered into indemnification agreements with each of our directors and officers.

Employment of related party

Ms. Barbara Christine Wagoner, who is employed by the Company as a sales agent, is the wife of Mr. Jeffrey G. Wagoner, one of our named executive officers (as defined below under “Compensation and Other Information Concerning Officers — Executive Compensation”). Ms. Wagoner received annual compensation from the Company during fiscal year 2005 in excess of $60,000.