THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR
LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. THE PRINCIPAL AMOUNT OF
THIS NOTE, AND INTEREST IN RESPECT THEREOF, IS SUBORDINATED
PURSUANT TO THE SUBORDINATED AGREEMENTS (AS DEFINED IN THE
NOTE).
SUBORDINATED PROMISSORY NOTE
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$1,513,762.76
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June 15, 2009 (“Issuance
Date”)
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FOR
VALUE RECEIVED, Carbiz USA Inc., a Delaware corporation
(“Maker”), does hereby covenant and promise to pay to
the order of Malcolm S. Brook (“Lender”), with an
address of 300 N. Swall Drive, Unit #207, Beverly Hills, CA 90211,
in legal tender of the United States, One Million Five Hundred
Thirteen Thousand Seven Hundred Sixty-Two and 76/100 Dollars
($1,513,762.76) together with interest provided in this
Note.
1.
Payment . Principal shall be paid by Maker to Lender as
follows:
(a) One
Hundred and Fifty Thousand Dollars ($150,000) on the date that is
eighteen (18) months after the Issuance Date;
(b) Three
Hundred Thousand Dollars ($300,000) on the date that is thirty-six
(36) months after the Issuance Date;
(c)
Four Hundred Thousand Dollars ($400,000) on the date that is
fifty-four (54) months after the Issuance Date; and
(d)
Six Hundred Sixty Three Thousand Seven Hundred Sixty Two and 76/100
Dollars ($663,762.76) on the date that is seventy-two (72) months
after the Issuance Date.
2.
Interest . Simple interest at a rate of eight percent
(8%) per annum on the principal amount outstanding under this Note
shall be paid monthly by Maker to Lender beginning on October 31,
2009 (which first interest payment shall only be in the amount of
$7,830.50) and continuing each month thereafter on the last day of
the month for the month then ended until the principal due
hereunder is paid. Interest shall accrue and be calculated on the
basis of one three hundred sixty-fifth (1/365th) of the applicable
rate for each calendar day such balance of principal remains
unpaid.
3.
Prepayment . Maker may prepay this Note in whole or
in part without paying any prepayment fee.
