FIRST AMENDMENT TO
PLACEMENT AGENT AGREEMENT
First Amendment (the “First Amendment”) to the Placement Agent Agreement (the
“Agreement”) dated September 29, 2004 by and between CARBIZ, INC., an Ontario
corporation (the “Company”), and INNOVATION CAPITAL, LLC, a Florida limited
liability company (the “Placement Agent”), is made as of this 12th
day of October, 2004 by and between the Company and the Placement Agent.
the Company and the Placement Agent are parties to the Agreement, and such
parties desire to amend the Agreement as stated herein.
THEREFORE, the Company and the Placement Agent hereby agree as follows:
Amendments to Section VIII.
The second sentence of Section VIII(a) of the Agreement shall be
amended and restated in its entirety to read as follows:
“The Financing Fee shall be paid upon the close of
the Offering, and the Agent’s Units shall be issued upon the conversion
of the Debentures held by the Placement Agent Investors.”
The following paragraph shall be inserted at the end of Section
VIII(a) of the Agreement:
“In the event that the Corporation does not obtain
an Over-The-Counter Bulletin Board listing within 180 days after October
12, 2004 and it is thereafter obligated to issue additional Warrants to
the Placement Agent Investors, the Placement Agent shall be entitled to
receive, on the date of any such issuance, Agent’s Units equal to
ten percent (10%) of the aggregate number of Warrants issued to the Placement
Remainder of Agreement Unaffected. Except to the extent expressly stated
herein, the Agreement shall remain in full force and affect as written.
Governing Law. The First Amendment shall be governed by and construed in
accordance with the laws of the State of Florida (without reference to its
choice of law principles), and to the exclusion of the law of any other forum,
without regard to the jurisdiction in which any action or special proceeding may
Facsimile and Counterpart Signature Pages. This First Amendment may be
executed by facsimile and in one or more counterparts, each of which will be
deemed to be an original and all of which taken together will be deemed to
constitute one in the same agreement.
WITNESS WHEREOF, the Company and the Investors have executed and delivered this
First Amendment as of the first date written above.
||INNOVATION CAPITAL, LLC. |
||/s/ Xxxx Xxxxxx
||Xxxx Xxxxxx, Chief Executive
||Xxxxx Xxxxxx, President |