0001062993-09-000257 Sample Contracts

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 AGREEMENT
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.

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

FIFTH AMENDMENT TO AND REAFFIRMATION OF SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination 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

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”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 23rd, 2009 • Carbiz Inc • Retail-auto dealers & gasoline stations • Illinois

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into January 16, 2009, 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 referenced individually as a “Borrower” and collectively as “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”), (c) CARL W. RITTER, ROSS RICHARD LYE AND STANTON C. HEINTZ, each an individual (the foregoing individuals are sometimes referenced individually as a “Validity Guarantor” and collectively as “Validity Guarantors”; Borrowers, Carbiz Parent and Validity Guarantors are sometimes referenced individually as a “Loan Party” and collectively, as the “Loan