SECURITY AGREEMENTSecurity Agreement • March 12th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 28, 2007, by and between CARBIZ INC., (the “Company”), and TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG (the “Secured Party”)
ESCROW AGREEMENTEscrow Agreement • March 12th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2007 among CARBIZ INC., an Ontario, Canada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and JAMES G. DODRILL II, P.A., as Escrow Agent hereunder (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2007, by and among CARBIZ INC., an Ontario, Canada corporation, with its principal office located at 7405 N. Tamiami Trail, Sarasota, FL 34243 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • October 2nd, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of September 26, 2007, by and between CARBIZ INC., (the “Company”), and TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG (the “Secured Party”)
CARBIZ INC. 2007 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR CONSULTANTNon-Qualified Stock Option Agreement • January 25th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
This Non-Qualified Stock Option Agreement evidences the grant of a Non-Qualified Stock Option (“Option”) to {NAME} (the “Participant”) pursuant to Article VI of the Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”). This Agreement also describes the terms and conditions of the Option evidenced by this Agreement.
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (CONTINUING/UNLIMITED)Guaranty and Security Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations
THIS AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this “Guaranty”) is executed on January 16, 2009 but is effective as of the Effective Date under the Loan Agreement (as defined below) by CARBIZ INC., an Ontario corporation (“Guarantor”) and DEALER SERVICES CORPORATION, a Delaware corporation (“Lender”).
FORM OF DEMAND PROMISSORY NOTE AND SECURITY AGREEMENTDemand Promissory Note and Security Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Indiana
FOR VALUE RECEIVED, the undersigned dealer (“Dealer”) promises to pay to the order of Dealer Services Corporation, a Delaware corporation (“DSC”), with its principal office at 1320 City Center Drive, Suite 100, Carmel, Indiana 46032 or such other place as DSC may designate in writing, in lawful money of the United States of America, the principal sum of ___________________________ ($_______________) (the “Credit Limit”) or such greater or lesser sum which may be advanced from time to time, together with all costs, interest, fees, and expenses as provided for under this Note.
LOAN AND SECURITY AGREEMENT CARBIZ USA INC., a Delaware corporation, CARBIZ AUTO CREDIT, INC., a Florida corporation, and CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company, as Borrowers, CARBIZ INC., an Ontario corporation, as a...Loan and Security Agreement • March 29th, 2007 • Carbiz Inc • Services-prepackaged software • Illinois
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 23, 2007 is entered into by and among (a) CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto Credit”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz JV”; Carbiz JV, Carbiz Auto Credit and Carbiz USA, each individually a “Borrower” and collectively, the “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”), as a Guarantor, (c) COLOSSUS CAPITAL FUND, L.P., a Delaware limited partnership (the “Initial Lender”), the other Lenders from time to time party hereto, and (d) SWC SERVICES LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
THIS CONSULTING AGREEMENT made and effective the 12th day of October,1999. BETWEEN: CARBIZ.COM INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the "Corporation")Consulting Agreement • November 2nd, 2005 • Carbiz Inc • Ontario
WHEREAS the Corporation desires to hire the Consultant as an independent contractor and the Consultant desires to provide services to the Corporation as a consultant;
ASSET PURCHASE AGREEMENT by and among CARBIZ AUTO CREDIT AQ, INC., JOHN R. CALCOTT ASTRA FINANCIAL SERVICES, INC. and CALCARS AB, INC. Dated as of October 1, 2007Asset Purchase Agreement • October 2nd, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2007, is by and among Carbiz Auto Credit AQ, Inc. (the “Purchaser”), Astra Financial Services, Inc. and Calcars AB, Inc. (together, the “Sellers”) and John R. Calcott (“Calcott” or the “Shareholder”) [together with the Sellers, the “Seller Group”].
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2007, by and among CARBIZ INC., an Ontario, Canada corporation, with its principal office located at 7405 N. Tamiami Trail, Sarasota, FL 34243 (the “Company”), and the undersigned Investors (each, an “Investors” and collectively, the “Investors”).
REAL ESTATE LEASELease Agreement • November 2nd, 2005 • Carbiz Inc • Florida
This Lease agreement (this "Lease”) is between D.O. & M.G. INVESTMENT, INC. ("Landlord"), CARBIZ AUTO CREDIT, INC. ("Tenant"). The parties agree as follows.
CARBIZ INC. 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AGREEMENT FOR CONSULTANTRestricted Stock Agreement • January 25th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
This Restricted Stock Agreement is entered into as of {DATE 1} pursuant to Article VII of the Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to {NAME} (the “Participant”).
COMMERCIAL LEASECommercial Lease • November 2nd, 2005 • Carbiz Inc • Florida
THIS COMMERCIAL LEASE /AGREEMENT (hereinafter "Lease") is made this _____day of December, 2003, by and between HERRIG ENTERPRISES, L.L.C., ("Landlord"), whose mailing address is 7560 Commerce Court, Sarasota, Florida 34243, and CARBIZ USA INC., a Florida corporation, whose mailing address is 7560 Commerce Court, Sarasota, Florida 34243 ("Tenant"). The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2007, by and among Carbiz Inc., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Indiana
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is executed on January 16, 2009, but effective as of the Effective Date under Loan Agreement (as defined below) and is between CARBIZ INC., an Ontario, Canada corporation, with its principal office located at 7115 16th Street E, Suite 105, Sarasota, FL 34243 (the “Company”), and the undersigned (the “Investor”).
AMENDMENT TO THE DEBENTURE AGREEMENTDebenture Agreement • November 2nd, 2005 • Carbiz Inc
AND WHEREAS, pursuant to the terms of the Original Debenture, the Maturity Date upon which the Principal Amount of the Debenture is to be repaid, if the common shares of Carbiz have not been listed and posted for trading on the United States Over-the-Counter Bulletin Board, is October 6, 2005;
FIFTH AMENDMENT TO AND REAFFIRMATION OF SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations
This FIFTH AMENDMENT TO AND REAFFIRMATION OF SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Reaffirmation”) is executed on January 14, 2009, but is effective as of the Final Approval under the Third Amended and Restated Loan Agreement (as defined below) by and among CARBIZ INC., a corporation incorporated under the laws of the province of Ontario, Canada (“Carbiz Parent”), CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”), TEXAS AUTO CREDIT, INC., a Florida corporation (“Houston Auto”; Carbiz USA, Carbiz Auto, Carbiz LLC, Carbiz AQ and Houston Auto, are collectively referenced to herein as the “Borrowers”; Borrowers and Carbiz Parent are referred to herein individually as an “Obligor” and collectively as the “Obligors”), TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUX
ASSET PURCHASE AGREEMENT BY AND AMONG CARBIZ USA INC., MALCOLM S. BROOK, THE BROOK FAMILY TRUST, AND STAR FINANCIAL SERVICES, A CALIFORNIA CORPORATION Dated as of June 15, 2009Asset Purchase Agreement • June 17th, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 15, 2009, is by and among Carbiz USA Inc. (the “Purchaser”), Star Financial Services, a California corporation (the “Seller”), The Brook Family Trust (the “Shareholder”) and Malcolm S. Brook [together with the “Shareholder” and the Seller, the “Seller Group”].
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT CARBIZ USA INC., CARBIZ AUTO CREDIT, INC., CARBIZ AUTO CREDIT JV1, LLC, and CARBIZ AUTO CREDIT AQ, INC., as Borrowers, CARBIZ INC., as a Guarantor, SWC SERVICES LLC, as Initial Lender, THE OTHER LENDERS...Loan and Security Agreement • October 2nd, 2007 • Carbiz Inc • Services-prepackaged software • Illinois
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 1, 2007 is entered into by and among (a) CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), and CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”; Carbiz USA, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”), as a Guarantor (as defined below), (c) SWC SERVICES LLC, a Delaware limited liability company, for itself as a lender (the “Initial Lender”), (d) the other Lenders (as defined below) from time to time party hereto, (e) SWC SERVICES LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and (f) AGM, LLC, a De
PURCHASE AGREEMENTPurchase Agreement • January 29th, 2008 • Carbiz Inc • Services-prepackaged software • Florida
THIS PURCHASE AGREEMENT (the “Agreement”), dated January 24, 2008 (the “Effective Date”), is by and among JonRoss, Inc. (the “Seller”) and Carbiz USA Inc. (the “Purchaser”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 31st, 2007 • Carbiz Inc • Services-prepackaged software • Illinois
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 24, 2007 is entered into by and among (a) CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”) and TEXAS AUTO CREDIT, INC., a Florida corporation (“Houston Auto”; Houston Auto, Carbiz USA, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”), as a Guarantor (as defined below), (c) SWC SERVICES LLC, a Delaware limited liability company, for itself as a lender (the “Initial Lender”), (d) the other Lenders (as defined below) from time to time party hereto, (e) SWC SERVICES LLC, a Delaware limited liability company, as administrative agen
CARBIZ INC. 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AGREEMENT FOR NON- EMPLOYEE DIRECTORRestricted Stock Agreement • January 25th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
This Restricted Stock Agreement is entered into as of {DATE 1} pursuant to Article VII of the Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to {NAME} (the “Participant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 30th, 2006 • Carbiz Inc • Services-prepackaged software • Florida
This Asset Purchase Agreement (this “Agreement”) is made this ____day of __________, 2006 (the “Closing Date”), by Tax Refund Services, Inc., a Florida corporation whose corporate mailing address is 7819 N. 56th Street, Tampa, Florida 33617 (“TRS”), and CarBiz USA, Inc., a Delaware corporation whose corporate mailing address is 7405 North Tamiami Trail, Sarasota, Florida 34243 (“CarBiz”).
PROMISSORY NOTEPromissory Note • June 17th, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Iowa
This Promissory Note (herein, the “Note”) is the Note referred to in the Loan and Security Agreement dated as of even date herewith among Borrowers and WFPC (as amended, modified, replaced or restated from time to time, the “Loan Agreement”). Reference is made to the Loan Agreement for provisions relating to prepayment and acceleration hereof, and the collateral security for the obligations of the Borrowers hereunder. Capitalized terms used but not otherwise defined in this Note shall have the meanings given to them in the Loan Agreement.
CARBIZ INC. 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEERestricted Stock Agreement • January 25th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
This Restricted Stock Agreement is entered into as of {DATE 1} pursuant to Article VII of the Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to {NAME} (the “Participant”).
CARBIZ INC. 2007 INCENTIVE STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEEIncentive Stock Option Agreement • January 25th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
This Incentive Stock Option Agreement evidences the grant of an Incentive Stock Option (“Option”) to {NAME} (the “Participant”) pursuant to Article VI of the Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”). This Agreement also describes the terms and conditions of the Option evidenced by this Agreement.
COMMERCIAL LEASECommercial Lease • November 2nd, 2005 • Carbiz Inc • Florida
THIS LEASE, made on the 1st day of April, 2004, by and between Tony Katsamakis and Julie Katsamakis, property owners, (hereinafter referred to as "Landlord"), and CarBiz Auto Credit Inc., a Florida Corporation (hereinafter referred to as "Tenant"), a wholly owned subsidiary of CarBiz USA Inc.:
CARBIZ INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of ______, 2006, by and among Carbiz Inc., a corporation formed under the laws of the Province of Ontario, Canada (the “Corporation”), and the Schedule of Investors listed on Schedule A attached hereto (each an “Investor”, collectively, the “Investors”).
LOAN AND SECURITY AGREEMENT by and among WELLS FARGO PREFERRED CAPITAL, INC. as Lender and CARBIZ USA INC. AND ITS SUBSIDIARIES as BorrowersLoan and Security Agreement • June 17th, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Iowa
This LOAN AND SECURITY AGREEMENT is made as of the 15th day of June, 2009 by and among CARBIZ USA INC., a Delaware corporation with its chief executive office at 7115 16th Street E, Suite 105, Sarasota Florida 34243 (“Borrower Agent”), and the Persons listed on the signature pages hereto as borrowers (collectively, the “Borrowers” and each individually is referred to as a “Borrower”), and WELLS FARGO PREFERRED CAPITAL, INC. (“WFPC”), an Iowa corporation with its principal office located at 800 Walnut Street, Des Moines, Iowa 50309.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2007 • Carbiz Inc • Services-prepackaged software • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2007, by and among Carbiz Inc., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
CARBIZ INC. INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • November 2nd, 2005 • Carbiz Inc • Alberta
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 2nd, 2005 • Carbiz Inc • Florida
This agreement (the “Agreement”), made as of this 29th day of September, 2004, by and between CARBIZ, INC., an Ontario corporation, (the “Company”), with its principal place of business at 7405 N. Tamiami Trail, Sarasota, Florida 34243 and INNOVATION CAPITAL, LLC, (the “Placement Agent”), a Florida limited liability company, with its principal place of business at 7491 Estrella Circle, Boca Raton, Florida 33433, confirms the understanding and agreement between the Company and the Placement Agent as follows:
CARBIZ AUTO CREDIT, INC., CARBIZ AUTO CREDIT JV1, LLC, CARBIZ AUTO CREDIT AQ, INC., AND TEXAS AUTO CREDIT, INC. AS BORROWERS, CARBIZ INC. AND CARBIZ USA INC. AS GUARANTORS, DEALER SERVICES CORPORATION, AS LENDER, EXISTING RECEIVABLES AND INVENTORY...Loan and Security Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Indiana
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) which is dated as of January 16, 2009 but is effective as of the Effective Date set forth below is entered into by and among (a) CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”) and TEXAS AUTO CREDIT, INC., a Florida corporation (“Houston Auto”; Houston Auto, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”) and CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), (Carbiz Parent and Carbiz USA are sometimes referred to herein individually as “Guarantor” and, collectively, as the “Guarantors” (as defined below), and (c) DEALER SERVICES CORPORATION, a Delaware corporation, as the lender (the “Lender”).
TRAFALGAR Letterhead] TERM AGREEMENTTerm Agreement • September 17th, 2008 • Carbiz Inc • Services-prepackaged software
Whereas CarBiz Inc. (“CarBiz”) has issued and sold to Trafalgar Capital Specialist Investment Fund (“Trafalgar”) the following Secured Convertible Debentures (“Debentures”) under their respective Securities Purchase Agreements (“Purchase Agreements”): $750,000 Secured Convertible Debenture issued on April 13, 2007; $750,000 Secured Convertible Debenture issued on June 26, 2007; $1,000,000 Secured Convertible Debenture issued on August 31, 2007; and $1,500,000 Secured Convertible Debenture issued on September 26, 2007.
