0001062993-07-000837 Sample Contracts

SECURITY AGREEMENT
Security 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”)

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ESCROW AGREEMENT
Escrow 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 AGREEMENT
Registration 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • March 12th, 2007 • Carbiz Inc • Services-prepackaged software • Florida

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of February 28, 2007 (the “Effective Date”) by and among CARBIZ INC., a corporation organized and existing under the laws of Ontario, Canada (the “Pledgor”), TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG, (the “Pledgee”), and JAMES G. DODRILL II, P.A., as escrow agent (“Escrow Agent”).

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