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”].
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.
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.
GUARANTYGuaranty • June 17th, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Iowa
THIS GUARANTY (“Guaranty”), dated June 15, 2009, is made by Carbiz, Inc., whose address is 7115 16th Street, Suite 105, Sarasota, Florida 34243-6816 (“Guarantor”), in favor of WELLS FARGO PREFERRED CAPITAL, INC. (“WFPC”), an Iowa corporation with offices at 800 Walnut Street, Des Moines, Iowa.
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 17th, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations
This Amendment No. 1 to the Fourth Amended and Restated Loan and Security Agreement (this “Amendment”) is made as of June 15, 2009 (the “Effective Date”) 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”), TEXAS AUTO CREDIT, INC., a Florida corporation (“Houston Auto”); CARBIZ AUTO CREDIT IN1, INC., a Florida corporation (“Carbiz IN1”), CARBIZ AUTO CREDIT IN2, INC., a Florida corporation (“Carbiz IN2”), CARBIZ AUTO CREDIT IN3, INC., a Florida corporation (“Carbiz IN3”), CARBIZ AUTO CREDIT IN4, INC., a Florida corporation (“Carbiz IN4”), and CARBIZ AUTO CREDIT NE, INC., a Florida corporation (“Carbiz NE”; Carbiz NE, Carbiz IN1, Carbiz IN2, Carbiz IN3, Carbiz IN4, Houston Auto, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”)
