AUTOBYTEL INC (Form: 8-K, Received: 01/17/2014 14:21:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 13, 2014

Autobytel Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-34761		33-0711569
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18872 MacArthur Boulevard, Suite 200, Irvine, California		92612-1400
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 225-4500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On January 13, 2014, Autobytel Inc., a Delaware corporation (“ Autobytel ” or “ Company ”), entered into a Second Amendment to Loan Agreement (“ Credit Facility Amendment ”) with Union Bank, N.A. (“ Union Bank ”), amending the Company’s existing Loan Agreement with Union Bank initially entered into on February 26, 2013, and amended on September 10, 2013 (the existing Loan Agreement, as amended to date, is referred to herein collectively as the “ Credit Facility Agreement ”). The Credit Facility Amendment provides for (i) a new $9.0 million term loan (“ Term Loan ”); and (ii) amendments to the Company’s existing $8.0 million working capital revolving line of credit (“ Revolving Loan ”).

The Term Loan is amortized over a period of four (4) years, with fixed quarterly principal payments of $ 562,500. Borrowings under the Term Loan or under the Revolving Loan will bear interest at either (i) the bank’s Reference Rate (prime rate) minus 0.50% or (ii) the London Interbank Offering Rate (“ LIBOR ”) plus 2.50% (an increase under the existing Revolving Loan from 1.50%), at the option of the Company. Interest under both the Term Loan and the Revolving Loan adjust (i) at the end of each LIBOR rate period (1, 2, 3, 6 or 12 months terms) selected by the Company, if the LIBOR rate is selected; or (ii) with changes in Union Bank’s Reference Rate, if the Reference Rate is selected. The Company also pays a commitment fee of 0.10% per year on the unused portion of the Revolving Loan payable quarterly in arrears. Borrowings under the Term Loan and the Revolving Loan are secured by a first priority security interest on all of the Company’s personal property (including, but not limited to, accounts receivable) and proceeds thereof. The Term Loan matures December 31, 2017, and the maturity date of the Revolving Loan was extended from February 28, 2015 to March 31, 2017. Borrowings under the Revolving Loan may be used as a source to finance capital expenditures, acquisitions and stock buybacks and for other general corporate purposes. Borrowing under the Term Loan is limited to use for the acquisition described under Item 2.01 of this Current Report on Form 8-K, and the Company drew down the entire $9.0 million of the Term Loan, together with $1.0 million under the Revolving Loan, in financing this acquisition. As of January 13, 2014, there was $5,250,000 in borrowings outstanding under the Revolving Loan after giving effect to the foregoing $1.0 million draw down.

The Credit Facility Agreement contains certain customary affirmative and negative covenants and restrictive and financial covenants, including that the Company maintain a minimum consolidated liquidity, quarterly and annual EBITDA and tangible net worth, with which the Company was in compliance as of January 13, 2014. The Credit Facility Agreement also contains representations and warranties of the Company. The assertions embodied in those representations and warranties were made solely for the purposes of the Credit Facility Agreement and may be subject to important qualifications and limitations. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, are subject to a contractual standard of materiality different from that generally applicable to investors, or may be used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, the representations and warranties in the Credit Facility Agreement must not be relied upon as statements of factual information.

The foregoing description of the Credit Facility Agreement is not complete and is qualified in its entirety by reference to the Credit Facility Agreement and amendments thereto, including the Second Amendment to Loan Agreement, and related Commercial Promissory Notes and Security Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K and which are hereby incorporated by reference.

The information set forth in Item 2.01 below is hereby incorporated by reference insofar as such information relates to the entry into material definitive agreements.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Purchase Agreement

On January 13, 2014 (“ Closing Date ”), Autobytel and AutoNation, Inc., a Delaware corporation (“ Seller Parent ”), and AutoNationDirect.com, Inc., a Delaware corporation and subsidiary of Seller Parent (“ Seller ”), entered into and consummated a Membership Interest Purchase Agreement (“ Purchase Agreement ”) pursuant to which Autobytel acquired all of the issued and outstanding membership interests in AutoUSA, LLC, a Delaware limited liability company and a subsidiary of Seller (“ AutoUSA ”) (the foregoing purchase is referred to herein as the “ Purchase Transaction ”). AutoUSA is a (i) lead aggregator purchasing internet-generated automotive consumer leads from third parties and reselling those consumer leads to automotive vehicle dealers; and (ii) reseller of third party products and services to automotive dealers (“ Acquired Business ”). In connection with the Purchase Transaction, Seller contributed the assets, subject to certain exceptions, used by Seller in the Acquired Business to AutoUSA, and AutoUSA assumed specified liabilities and obligations related to the Acquired Business.

The purchase consideration consisted of: (1) Ten Million Dollars ($10,000,000.00) in cash paid upon the closing of the Purchase Transaction, subject to an adjustment for acquired working capital; (2) convertible debt in the amount of One Million Dollars ($1,000,000.00) payable by the Company to Seller and represented by a convertible subordinated promissory note (“ Convertible Note ”), providing for a lump sum payment of principal five (5) years after the issuance of the Convertible Note, an interest rate of six percent (6%) per annum and the right of the holder to convert the unpaid principal into 61,200 shares of the Company’s common stock, $0.001 par value (“ Company Common Stock ”), at a per share conversion price of $16.34, as adjusted for stock splits, stock dividends and other similar events as set forth in the Convertible Note (which conversion price reflected a twenty percent (20%) premium over the closing price of a share of the Company Common Stock on the NASDAQ Stock Market on the Closing Date); and (3) a warrant to purchase up to 69,930 shares of Company Common Stock (“ Warrant ”), at an exercise price per share of $14.30 (reflecting a five percent (5%) premium over the closing price of a share of the Company Common Stock on the NASDAQ Stock Market on the Closing Date). The number of shares of Company Common Stock that may be issued under the Warrant and the Warrant exercise price are subject to adjustment as set forth in the Warrant. Absent a change in control of the Company, the Convertible Note cannot be converted prior to January 31, 2017, and the Warrant cannot be exercised prior to January 13, 2017.

In connection with the Purchase Transaction, the Company and the Seller entered into a Shareholder Registration Rights Agreement (“ Shareholder Agreement ”) that provides Seller rights to require the Company to register the shares of Company Common Stock acquired upon conversion of the Convertible Note or exercise of the Warrant under the Securities Act of 1933, as amended, and includes restrictions on transfer and limitations on market trading of these shares. Seller is also prohibited from taking or participating in certain activities that could result in a change in control of

the Company. Seller and the Company also entered into an amendment to their existing agreement for the purchase of automotive consumer leads by Seller from the Company to provide new lead volume-based pricing discounts to Seller for a forty (40)-month period and pricing discounts for the Company’s mobile products and the web-based dealer marketing products for which the Company is a reseller. The parties to the Purchase Agreement entered into an agreement to provide to each other certain transition services and arrangements for up to a six (6)-month period, and the Company agreed under the Purchase Agreement to pay or reimburse to Seller up to $500,000 in severance obligations to AutoUSA employees hired by the Company on a transitional basis.

The $10.0 million closing cash payment for the Purchase Transaction was financed through a draw down of the entire $9.0 million Union Bank Term Loan and a $1.0 million draw down under the Union Bank Revolving Loan described in Item 1.01 of this Current Report on Form 8-K.

The Purchase Agreement contains representations, warranties, covenants and conditions that Autobytel believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations. The assertions embodied in the Company’s representations and warranties were made solely for the purposes of the Purchase Agreement and may be subject to important qualifications and limitations. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, are subject to a contractual standard of materiality different from that generally applicable to investors, or may be used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, the representations and warranties in the Purchase Agreement must not be relied upon as statements of factual information.

The foregoing descriptions of the Purchase Agreement, Convertible Note, Warrant and Shareholder Agreement are not complete and are qualified in their entirety by reference to the Purchase Agreement, Convertible Note, Warrant and Shareholder Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K and which are hereby incorporated by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Items 1.01 and 2.01 above are hereby incorporated by reference into this Item 2.03, insofar as such information relates to the creation of direct financial obligations.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

To the extent required, the financial statements of the business acquired referenced in Item 2.01 of this Current Report on Form 8-K will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma Financial Information

To the extent required, pro forma financial information relating to the acquisition referenced in Item 2.01 of this Current Report on Form 8-K will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

2.1 ‡

Membership Interest Purchase Agreement dated as of January 13, 2014 by and among Autobytel Inc., a Delaware corporation, AutoNation, Inc., a Delaware corporation, and AutoNationDirecet.com, Inc., a Delaware corporation

10.1

Convertible Subordinated Promissory Note dated as of January 13, 2014 (Principal Amount $1,000,000.00) issued by Autobytel Inc., a Delaware corporation, to AutoNationDirect.com, Inc., a Delaware corporation

10.2

Warrant to Purchase 69,930 Shares of Autobytel Inc. Common Stock dated as of January 13, 2014 issued by Autobytel Inc., a Delaware corporation, to AutoNationDirect.com, Inc., a Delaware corporation

10.3

Shareholder Registration Rights Agreement dated as of January 13, 2014 by and between Autobytel Inc., a Delaware corporation, and AutoNationDirecet.com, Inc., a Delaware corporation

10.4

Loan Agreement by and between Autobytel Inc., a Delaware corporation, and Union Bank, N.A., a national banking association, dated as of February 26, 2013, as amended by the First Amendment to Loan Agreement dated as of September 10, 2013, and the Second Amendment to Loan Agreement dated as of January 13, 2014, Security Agreement dated January 13, 2014, Commercial Promissory Note dated January 13, 2014 ($9,000,000 Term Loan), and Commercial Promissory Note dated January 13, 2014 ($8,000,000 Revolving Loan)

‡

Certain schedules in this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 17, 2014

	Autobytel Inc.
	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

INDEX OF EXHIBITS

Exhibit No. Description of Document

2.1 ‡

10.1

10.2

Warrant to Purchase 69,930 Shares of Autobytel Inc. Common Stock dated as of January 13, 2014 issued by Autobytel Inc., a Delaware corporation, to AutoNationDirect.com, Inc., a Delaware corporation

10.3

Shareholder Registration Rights Agreement dated as of January 13, 2014 by and between Autobytel Inc., a Delaware corporation, and AutoNationDirecet.com, Inc., a Delaware corporation

10.4

‡

Exhibit 2.1

Certain schedules in this Exhibit 2.1 have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

among

AUTOBYTEL INC.

and

AUTONATION, INC. and

AUTONATIONDIRECT.COM, INC.

____________________________

Effective January 13, 2014

____________________________

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") is made and entered into as of January 13, 2014 (" Effective Date ") by and among Autobytel Inc., a Delaware corporation (the " Purchaser "), AutoNation, Inc., a Delaware corporation (" Seller Parent "), and AutoNationDirect.com, Inc., a Delaware corporation and wholly-owned subsidiary of Seller Parent (" Seller "). Seller Parent and Seller are hereinafter referred to together as " Seller Parties " and sometimes individually as a " Seller Party ". The Purchaser and Seller Parties are hereinafter referred to collectively as the " Parties " and sometimes each individually as a " Party ."

BACKGROUND

Seller Parent indirectly owns all the issued and outstanding shares of capital stock of Seller, and Seller owns all the issued and outstanding membership interests (the " Membership Interests ") of AutoUSA, LLC, a newly-formed Delaware limited liability company (the " Company "). Immediately prior to the sale of the Membership Interests to Purchaser, subject to the terms and conditions of this Agreement, Seller or its Affiliates will contribute to the Company (i) all of the assets (other than the Excluded Assets (as defined below)) of Seller used in the operation of the Business (as defined below), and (ii) certain liabilities and other obligations associated with the Business. Seller will not contribute to the Company, and shall retain, all its assets, liabilities and other obligations associated with its operations and businesses other than the Business, and also shall retain the Excluded Assets associated with the Business.

Upon the terms and subject to the conditions set forth in this Agreement, Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from Seller, the Membership Interests.

NOW , THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions hereinafter set forth, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1
DEFINITIONS AND CONVENTIONS

1.1 Certain Definitions . As used in this Agreement, the following defined terms shall have the meanings ascribed below:

" Accounts Receivable " means all billed and unbilled trade accounts receivable and other rights to receive payments from any Person, and all rights, claims or remedies related to any of the foregoing.

" Action " means any action, litigation, lawsuit, arbitration or other proceeding brought or heard by or before any Governmental Body.

" Affiliate " means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, more than 50% of the voting capital shares or other voting equity interests or securities of such

Person, and (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person. For the purpose of this definition, " control " of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

" Agreed Upon Closing Working Capital Calculation Principles " means the accounting and other principles, practices and methodologies set forth in the Preliminary Closing Working Capital Schedule which have been agreed upon by the Parties for purposes of calculating the Preliminary Closing Working Capital and the Final Closing Working Capital.

" Agreement " means this Membership Interest Purchase Agreement and all exhibits, schedules and other attachments hereto, as the same may be amended from time to time in accordance with the terms hereof.

" Arbitration Organization " means the Judicial Arbitration and Mediation Service.

" Arbitration Venue " means New Castle County, Delaware.

" Assumed Contracts " means only those Business Contracts listed on the Assumed Contracts, Liabilities and Obligations Schedule.

" Assumed Contracts, Liabilities and Obligations Schedule " means Exhibit B attached hereto.

" Assumed Liabilities and Obligations " means only those Liabilities and other obligations of the Business listed on the Assumed Contracts, Liabilities and Obligations Schedule.

" Business " means the following business as conducted by Seller immediately prior to the Contribution: (i) serving as a lead aggregator purchasing Consumer Leads from third parties (who generate the Consumer Leads on the internet) and reselling such Consumer Leads directly to Kia Motors and directly to new and used automotive vehicle dealers; and (ii) reselling the following third party products and services to automotive dealers: Kelley Blue Book LeadDriver, Payment Pro and Show Pro.

" Business Accounts Receivable " means Accounts Receivable of Seller or Seller Parent relating solely to the Business.

" Business Contracts " means the Business Intellectual Property Contracts, all other Contracts required to be identified in any schedule to this Agreement, including in Section 3.17(a) of the Disclosure Schedule , and all other Contracts related solely to the Business (and " Business Contract " means any one of them individually).

" Business Day " means any day, other than a Saturday, Sunday or a day on which banks located in the State of California, USA are authorized or required by Law to close.

" Business Employees " means the full and part-time (if any) employees of Seller dedicated or allocated to the Business listed on Section 3.19(a) of the Disclosure Schedule and no other employees of Seller or Seller Parent.

" Business Employees Severance Arrangements Schedule " means Exhibit H attached hereto, which sets forth certain obligations of Purchaser (i) to reimburse to the Seller Parties the severance payments set forth on such schedule to certain Business Employees who do not become Transferred Business Employees; and (ii) to pay to certain Transferred Business Employees only the severance payments set forth on such schedule upon expiration of their temporary employment by Purchaser.

" Business Governmental Authorizations " means all Governmental Authorizations required to conduct the Business.

" Business Intellectual Property " means all Intellectual Property used or held for use solely by or solely in connection with the operation of the Business, other than the Co-Owned Software.

" Business Records " means all books, records, data and information, in any form, solely to the extent related to or concerning the Business or the Contributed Assets, in the possession of Seller Parties, consisting of (i) all supplier and vendor lists, records, files and information of the Business, (ii) all personnel records of Transferred Business Employees, and (iii) all marketing and promotional materials used in the Business, whether in electronic or paper form, including advertising materials, product data, price lists, sales materials, market research and other such materials solely related to the Business.

" Business Relationships " means all accounts and relationships with any Persons who pay Seller (solely with respect to the Business), or from whom Seller (with respect to the Business) derives any revenues, and other Persons having business dealings with Seller (solely with respect to the Business), but not including Seller Parent or any Seller Parent Subsidiary.

" Business Tangible Personal Property " means all Tangible Personal Property of Seller or Seller Parent used solely in the operation of the Business wherever located and whether or not carried on the books of Seller or Seller Parent.

" Business Trade Secret Information " means know-how, trade secrets, confidential information , customer lists, data, databases and technical information related solely to the Business.

" Business Trademarks " means all trademarks, trade names and service marks related solely to the Business.

" Closing Schedule " means Exhibit C attached hereto.

" Closing Working Capital " means the result of subtracting the aggregate amount of the current Liabilities of the Business as of the Closing Date (as of immediately before the Closing) that are included in the Assumed Liabilities and Obligations from the aggregate amount of the current assets of the Business as of the Closing Date that are included in the Contributed Assets, all as determined in accordance with the Agreed Upon Working Capital Calculation Principles.

" Code " means the Internal Revenue Code of 1986, as amended, or any successor Law, and the rules and regulations issued by the IRS pursuant thereto or to any successor Law.

" Consent " means any approval, consent, permission, ratification, waiver or other authorization of any Person (including any Governmental Body).

" Consumer Leads " means contact information for a consumer(s) with an expressed interest in purchasing or leasing a new or used vehicle.

" Contract " means any legally binding agreement, contract, obligation, note, bond, mortgage, undertaking, indenture, purchase order, sales order, instrument, lease, franchise, license, understanding, arrangement, commitment or undertaking, whether written or oral, or express or implied, and in each case, including all amendments thereto.

" Contributed Accounts Receivable " means all Business Accounts Receivable which are contributed to the Company in the Contribution immediately prior to the Closing.

" Contributed Assets " means all of the assets, rights, privileges, interests and properties, of every type and description, owned, leased, used or held for use by Seller solely in connection with the Business, which are contributed to the Company immediately prior to the Closing, as listed on the Contributed Assets Schedule.

" Contributed Assets Schedule " means Exhibit A attached hereto.

" Contribution " means the contribution, transfer and assignment of the Business, Contributed Assets, Assumed Contracts, and Assumed Liabilities and Obligations from Seller to the Company as contemplated by Section 2. 1 of this Agreement.

" Convertible Debt " means convertible debt in the amount of One Million Dollars ($1,000,000.00) payable by Purchaser to Seller and represented by the Convertible Note.

" Convertible Note " means the Convertible Subordinated Promissory Note in the form of Exhibit I attached hereto that has been executed by Purchaser and delivered to Seller at the Closing.

" Co-Owned Software " means the software listed on Exhibit A-1 to the Contributed Assets Schedule and all related source codes and documentation.

" Current Fiscal Year " means the year ending December 31, 2014.

" Disclosure Schedule " means Exhibit D attached hereto.

" EEOC " means the United States Equal Employment Opportunity Commission.

" Employee Benefit and Compensation Plans and Arrangements " means collectively, all "employee benefit plans" within the meaning of Section 3(3) of ERISA (including multiemployer plans within the meaning of Section 3(37) of ERISA), and other compensation and benefit plans or arrangements, including all pension, profit sharing, stock purchase, stock option, hourly pay, salary, severance, employment, retention, change-in-control, fringe benefit, vacation, sick time, leave, collective bargaining, bonus, incentive, deferred compensation, commission, employee loan and other employee benefit plans (including health, medical, dental and similar benefit plans), programs, Contracts and other arrangements, whether or not subject to ERISA, whether formal or informal, oral or written, legally binding or not, established by Seller, Seller Parent or any of their respective Affiliates or Predecessors.

" Encumbrance " means any mortgage, charge, claim, equitable interest, lien, option, pledge, security interest, right of first refusal, right of first option, easement, right-of-way, encroachment or restriction or adverse interest of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership and including any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction, and including any lien or charge arising by statute or other Laws or which secures the payment of a debt (including any Taxes due and payable) or the performance of an obligation.

" Environment " means all air, surface waters, groundwater or land, including soil, land surface or subsurface, including all fish, wildlife, biota and all other natural resources.

" Environmental Law " means any and all Laws relating to the protection of health or the Environment, or worker health and safety, or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of Hazardous Materials, whether now existing or subsequently amended or enacted, including: the Clean Air Act, 42 U.S.C. § 7401 et seq .; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq . (" CERCLA "); the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq .; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq .; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq .; the Resource Conservation and Recovery Act of 1976 (" RCRA "), 42 U.S.C. § 6901 et seq .; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq .; the Occupational Safety & Health Act of 1970, 29 U.S.C. § 651 et seq .; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq .; and the state analogies thereto, all as amended or superseded from time to time.

" Environmental Permit " means any Governmental Authorizations under or in connection with any Environmental Law and includes any and all Orders or Contracts issued or entered into by or with a Governmental Body under any Environmental Law.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " means any trade or business, whether or not incorporated, under common control with a Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code.

" Excluded Assets " means all assets of Seller other than the Contributed Assets, including those assets of Seller listed on the Excluded Assets Schedule, and all assets of Seller Parent.

" Excluded Assets Schedule " means Exhibit F attached hereto.

" Excluded Contracts " means all Contracts to which Seller, Seller Parent, or any Affiliate thereof is a party or bound, other than the Assumed Contracts.

" Excluded Liabilities and Obligations " means all Liabilities and other obligations of Seller, Seller Parent or any of their respective Predecessors or Affiliates, other than the Assumed Liabilities and Obligations. The Excluded Liabilities and Obligations include, without limitation, those Liabilities and obligations of Seller, Seller Parent or any of their respective Predecessors or Affiliates listed on the Excluded Liabilities and Obligations Schedule.

" Excluded Liabilities and Obligations Schedule " means Exhibit G attached hereto.

" Federal Funds Rate " means for each day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) which is the weighted average of the rates on overnight federal funds transactions arranged on such day by federal funds brokers, computed and released by the Federal Reserve Bank of New York (or any successor). Any change in the Federal Funds Rate shall be effective immediately without notice or demand of any kind.

" Financial Statements " means (i) the unaudited financial statements of the Business consisting of the balance sheets of the Business as of December 31, 2011, 2012 and 2013 and the related statements of income for each of the years then ended; (ii) unaudited financial statements consisting of the balance sheet of the Business as of November 30, 2013 and the related statements of income for the eleven-month period then ended; and (iii) the Monthly Trial Balances.

" GAAP " means generally accepted accounting principles for financial reporting in the United States as in effect from time to time, applied consistently with past practice.

" Governmental Authorization " means any Consent, permit, license, Order or other authorization issued, granted, given or otherwise made available by or under the authority, or any requirement, of any Governmental Body or pursuant to any Laws, including Environmental Permits.

" Governmental Body " means any: (a) nation, state, county, city, town, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); (d) multi-national organization or body; (e) stock exchange or quotation service; (f) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; (g) arbitrator or mediator; or (h) any official or authorized representative of any of the foregoing.

" Hazardous Material " means any waste, substance or material that is classified or otherwise characterized under or pursuant to any Environmental Law as "hazardous," "toxic," "pollutant," "contaminant," "radioactive" or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, medical waste and urea formaldehyde insulation and any other substance or material that is regulated and could result in liability under any Environmental Law.

" Indebtedness " means all (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, notes or similar instruments, (c) guarantees of indebtedness of others or other commitments, obligations or undertakings to pay any obligations of others or to assure any creditor against loss, (d) o bligations upon which interest charges are customarily paid, (e) capitalized lease obligations, (f) obligations under conditional sale or other title retention agreements, (g) obligations issued or assumed as the deferred purchase price of property or services, (h) obligations secured by any Encumbrance on property or assets, and (i) all accrued and unpaid interest and penalties on any of the foregoing (including prepayment penalties), and all costs, expenses and other charges included in any of the foregoing.

" Indemnification Basket Amount " means Fifty Thousand Dollars ($50,000.00).

" Indemnification Cap Amount " means Three Million Dollars ($3,000,000.00).

" Indemnification Period " means the period commencing on the Closing Date and ending on the eighteen (18) month anniversary of the Closing Date.

" Independent Accountant " means Grant Thornton LLP.

" Intellectual Property " means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, trade names, and other indications of origin, and all domain names and corporate names, including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith in any jurisdiction; (c) all copyrights and works of authorship (whether copyrightable or not), and all applications, registrations and renewals in connection therewith in any jurisdiction; (d) all mask works and all applications, registrations, and renewals in connection therewith in any jurisdiction; (e) all Business Trade

Secret Information; (f) all Software; (g) all websites, website content and domain names (including registrations thereof); (h) short codes (including registrations thereof); (i) all other intellectual property and/or proprietary rights; and (j) all tangible embodiments of any of the foregoing (in whatever form or medium), including all copies thereof.

" IRS " means the United States Internal Revenue Service or any successor agency and, to the extent relevant, the United States Department of the Treasury.

" Knowledge " (and any derivations thereof) of Seller respecting a particular matter means (i) the actual knowledge, after reasonable inquiry internally within Seller Parent and Seller, of Phil Dupree and Coleman Edmunds regarding such matter and (ii) the actual knowledge of any other officer or director of Seller regarding such matter.

" Laws " means any federal, state, local, municipal, foreign, international, multinational or other order, constitution, law, ordinance, principle of common law, regulation, statute, rule, treaty or Order.

" Leads, Website and Mobile Products Amendment " means the Leads, Website and Mobile Products Amendment to that certain Dealer Select Program Agreement dated as of November 11, 2010 by and between Seller and Purchaser in form and substance acceptable to Purchaser and the Seller that has been executed and delivered by Seller and Purchaser at the Closing.

" Liability " means, with respect to any Person, any liability or obligation of such Person of any kind, nature, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

" Material Adverse Effect " means any material adverse change in, or effect on, (a) the assets, financial condition or results of operations of either of the Company or the Business, or (b) the ability of either Seller Party to consummate timely the Transactions, other than any effect resulting from, relating to or arising out of: (i) any changes or events affecting the economy in general; provided, such changes do not have a disproportionate impact on either the Company or the Business; (ii) any changes or events affecting the industry and markets in which the Business generally operates; provided, such changes do not have a disproportionate impact on either the Company or the Business; (iii) acts of war, sabotage or terrorism, or changes in political conditions; (iv) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events; (v) changes in Laws or GAAP; or (vi) any failure by the Business to meet any internal projections or forecasts or estimates of revenues or earnings for any period (including as a result of the termination or expiration without renewal of any Assumed Contracts).

" Monthly Trial Balances " means the unaudited trial balances of the Business as at the last day of each calendar month during the period commencing January 1, 2013 and ending December 31, 2013.

" Most Recent Balance Sheet " means the unaudited balance sheet of the Business as at December 31, 2013.

" Most Recent Fiscal Year " means the year ended as of the Most Recent Fiscal Year End.

" Most Recent Fiscal Year End " means December 31, 2013.

" Off-the-Shelf Software " means commercially available computer Software licensed non-exclusively under "shrink wrap" or other comparable standard form licenses.

" Order " means any judgment, decision, order, injunction, decree, award or writ of any Governmental Body.

" Ordinary Course of Business " means an action taken by a Person with respect to the Business that is consistent with past practices of the Business and is similar in nature and magnitude to actions taken in normal day-to-day operations of the Business consistent with past practices and was not taken in contemplation of any of the Transactions.

" Permitted Encumbrances " means liens for Taxes not yet due and payable.

" Person " means any natural person, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity, or a Governmental Body.

" Personal Information " means any financial or other nonpublic personal information about or relating to any individual that is received, generated, collected or processed by either Seller Party with respect to the Business, regardless of the medium involved (e.g., paper, electronic, video, audio).

" Predecessor " means any Person whose Liabilities, including Tax Liabilities, have been retained or assumed by either Seller Party, or to which either Seller Party is otherwise the successor, either contractually or by operation of Law.

" Preliminary Closing Working Capital " means the Closing Working Capital estimated by the Parties for purposes of the Closing, which amount is Seven Hundred Seven Thousand Six Hundred Twenty-Two Dollars ($707,622.00).

" Preliminary Closing Working Capital Adjustment " means the difference between the Preliminary Closing Working Capital and the Target Closing Working Capital, which amount is Forty-Three Thousand Six Hundred Ninety-Nine Dollars ($43,699.00).

" Preliminary Closing Working Capital Schedule " means Exhibit E attached hereto, which exhibit includes a good faith calculation of the Preliminary Closing Working Capital and the Preliminary Closing Working Capital Adjustment in accordance with the Agreed Upon Closing Working Capital Principles.

" Purchaser Common Stock " means Purchaser's common stock, $0.001 par value per share.

" Real Property " means land, buildings and facilities, and the improvements and fixtures attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating thereto.

" Release " means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Material into the Environment.

" Restricted Period " means the period commencing on the Closing Date and ending on the third annual anniversary of the Closing Date, subject to reduction of the Restricted Period to two (2) years as provided in Section 5.4(a).

" Seller Parent Subsidiary " means (a) each corporation, partnership, trust, limited liability company or other entity that Seller Parent, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, more than 50% of the voting capital shares or other voting equity interests or securities of such Person, and (b) each corporation, partnership, trust, limited liability company or other entity that Seller Parent controls. For the purpose of this definition, " control " of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

" Shareholder Agreement " means the Shareholder Registration Rights Agreement in the form of Exhibit K attached hereto that has been executed and delivered by Purchaser and Seller at the Closing.

" Software " means all computer software and subsequent versions thereof, including source, object, executable, or binary codes, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons, and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith, but excluding all Off-the-Shelf Software.

" Tangible Personal Property " means any machinery, equipment, computers, furniture, tools, supplies, inventory, motor vehicles and other tangible personal property, including all attachments and accessories to, and replacements of, any of the foregoing (and any parts or components thereof), and all express or implied warranties of, and rights against all, manufacturers, suppliers, lessors or licensors of any of the foregoing (or any parts or components thereof).

" Target Closing Working Capital " means a Closing Working Capital of Six Hundred Sixty-Three Thousand Nine Hundred Twenty-Three Dollars ($663,923.00).

" Tax " or " Taxes " means any federal, state, local or foreign income, gross receipts, license, payroll, employment, occupation, sales, use, excise, severance, stamp, occupancy, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, net proceeds, turnover, transfer, withholding, social security or similar, unemployment, disability, greenmail, real and personal property (tangible and intangible), production, registration, value added, alternative or add-on minimum, or other similar taxes, or other taxes, customs duties or escheat obligations, together with any interest, penalties or additions to tax relating thereto, and including an obligation to indemnify or assume or otherwise succeed to or otherwise be liable for the tax liability of any other Person (including any Predecessor) as a transferee or successor or otherwise.

" Tax Authority " means any branch, office, department, agency, instrumentality, court, tribunal, officer, employee, designee, representative or other Person that is acting for, on behalf or as a part of any Governmental Body that is engaged in and has any power, duty, responsibility or obligation relating to the legislation, promulgation, interpretation, enforcement, regulation, monitoring, supervision or collection of or any other activity relating to any Tax or Tax Return.

" Tax Return " means any return, election, declaration, report, schedule, information return, document, information, opinion, statement, or any attachment or amendment to any of the foregoing (including any consolidated, combined or unitary return) submitted or required to be filed with respect to Taxes and any claims for refund of Taxes paid.

" Transaction Documents " means this Agreement, the Transition Services and Arrangements Agreement, the Convertible Note, the Warrant, the Shareholder Agreement, the Leads, Website and Mobile Products Amendment and the other agreements, certificates, documents or instruments contemplated by and executed pursuant to or in connection with this Agreement.

" Transactions " means the transactions contemplated by this Agreement, including the Contribution and the actions on the Closing Schedule.

" Transferred Business Employees " means any Business Employee who: (i) as of the Closing Date is offered employment by Purchaser; (ii) accepts such offer of employment prior to the deadline time on the Closing Effective Date established by Purchaser for acceptance of Purchaser's offer of employment; and (iii) commences employment with Purchaser on the Closing Effective Date.

" Transition Services and Arrangements Agreement " means the Transition Services and Arrangements Agreement in form and substance acceptable to Purchaser and the Seller Parties that has been executed and delivered by Purchaser and Seller at the Closing.

" Valuation Consultant " means Strategic Equity Group.

" WARN " means the federal Worker Adjustment and Retraining Notification Act or any similar state or local laws, rules or regulations.

" Warrant " means the Warrant in the form of Exhibit J attached hereto that has been executed by Purchaser and delivered to Seller at the Closing.

1.2 Other Definitions . In addition to terms otherwise defined in this Agreement, each of the following terms is defined in the Section set forth opposite such term:

Term	Section
"A/R Reserve Amount"	2.5(b)
"Business Intellectual Property Contracts"	3.16(c)
"Business Licensed Intellectual Property"	3.16(b)
"Business Owned Intellectual Property"	3.16(a)
"Business Products and Services"	3.16(i)
"Business Warranties"	3.16(i)
"Closing"	2.4
"Closing Balance Sheet"	2.5(b)
"Closing Date"	2.4
"Closing Effective Date"	2.4
"Closing Effective Time"	2.4
"Closing Working Capital Disputed Item"	2.5(c)
"Closing Working Capital Dispute Notice"	2.5(c)
"Closing Working Capital Dispute Resolution Period"	2.5(d)
"Closing Working Capital Statement"	2.5(b)
"COBRA"	3.20(d)
"Confidential Material"	5.3(a)
"Contribution Effective Time"	2.1(a)
"Damages"	6.1
"Final Closing Working Capital Statement"	2.5(f)
"Indemnified Party"	6.3
"Indemnifying Party"	6.3
"Material Business Relationships"	3.18(a)
"Material Business Suppliers"	3.18(b)
"Nonassignable Contract"	5.8
"Party" or "Parties"	Preamble
"Purchase Consideration"	2.3(a)
"Purchase Consideration Allocation"	2.8
"Purchaser"	Preamble
"Purchaser Indemnitees"	6.1
"Seller" or "Seller Parties"	Preamble
"Seller Governmental Authorizations"	3.8(b)
"Seller Indemnitees"	6.2
"Unresolved Closing Working Capital Disputed Items"	2.5(e)

1.3 Construction .

(a) Except as otherwise provided or if the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular as well as the masculine, feminine and neuter genders, (ii) the terms "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation," (iii) the word "or" shall be inclusive and not exclusive, (iv) all references to Articles, Sections, subsections, preambles or recitals, refer to the articles, sections, subsections, preamble and recitals of this Agreement, and all references to schedules refer to the schedules attached to this Agreement or delivered with this Agreement, as appropriate, and all references to exhibits refer to the exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (v) the terms "hereunder," "hereof," "hereto," and words of similar import shall unless otherwise stated be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof, (vi) all references to time periods used in this Agreement shall mean calendar periods and all references to any period of days shall be deemed to be the relevant number of calendar days unless the reference specifically says Business Days, (vii) the terms "dollars" or "$" means United States dollars, (viii) the term "cash" means dollars in immediately available funds, (ix) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified through the date hereof in accordance with the terms thereof and includes all addenda, exhibits and disclosure schedules thereto, (x) any reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and (xi) any reference to any Governmental Body includes any designee thereof or successor thereto. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented or the terms thereof waived or modified in accordance herewith and therewith. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) The Parties have jointly participated in the negotiating and drafting of the Transaction Documents. In the event that an ambiguity or a question of intent or interpretation arises, the Transaction Documents shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of the Transaction Documents.

ARTICLE 2
CONTRIBUTION AND PURCHASE AND SALE

2.1 Contribution.

(a) Effective as of immediately prior to the Closing (" Contribution Effective Time "), Seller shall contribute, transfer, convey, assign and deliver to the Company good, valid and marketable title to all the Contributed Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Seller and Seller Parent shall retain all their respective rights, title and interests in and to the Excluded Assets from and after the Contribution Effective Time.

(b) Effective as of the Contribution Effective Time, the Seller shall assign to the Company and the Company shall assume the Assumed Contracts.

(c) Effective as of the Contribution Effective Time, the Company shall assume only the Assumed Liabilities and Obligations. All Liabilities and other obligations of Seller, Seller Parent, or any of their respective Affiliates or Predecessors which are not included in the Assumed Liabilities and Obligations shall be Excluded Liabilities and Obligations and shall not be assumed by or transferred to the Company.

(d) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.1 WITH RESPECT TO THE ASSUMED LIABILITIES AND OBLIGATIONS AND OBLIGATIONS UNDER THE ASSUMED CONTRACTS, AND REGARDLESS OF ANY DISCLOSURES MADE IN ANY OF THE TRANSACTION DOCUMENTS OR OTHERWISE, NEITHER THE COMPANY NOR THE PURCHASER SHALL ASSUME, OR AGREE TO PAY, DISCHARGE OR PERFORM, AS THE CASE MAY BE, BY VIRTUE OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS OR BY VIRTUE OF ANY OTHER REASON, AND NEITHER THE COMPANY NOR PURCHASER SHALL HAVE ANY LIABILITY FOR, ANY LIABILITIES OR OBLIGATIONS OF THE SELLER OR SELLER PARENT OR ANY OF THEIR RESPECTIVE PREDECESSORS OR AFFILIATES OF ANY KIND, CHARACTER OR DESCRIPTION WHATSOEVER, WHETHER RELATED TO THE BUSINESS OR THE CONTRIBUTED ASSETS OR ANY BUSINESS EMPLOYEES, ALL OF WHICH SHALL BE AND REMAIN THE LIABILITIES AND OBLIGATIONS OF SELLER, SELLER PARENT AND THEIR RESPECTIVE AFFILIATES AND PREDECESSORS, AS APPLICABLE. ANY LIABILITY OR OBLIGATION OF SELLER, SELLER PARENT OR THEIR RESPECTIVE AFFILIATES AND PREDECESSORS NOT CONSTITUTING ASSUMED LIABILITIES AND OBLIGATIONS SHALL CONSTITUTE EXCLUDED LIABILITIES AND OBLIGATIONS, AND SELLER AND SELLER PARENT SHALL BE SOLELY LIABLE AND RESPONSIBLE THEREFOR.

2.2 Purchase and Sale of the Membership Interests . Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Membership Interests to Purchaser, and Purchaser will purchase the Membership Interests from Seller.

2.3 Purchase Consideration .

(a) The consideration to be paid to Seller for the Membership Interests (the " Purchase Consideration ") shall consist of the following components:

(i) Cash in the amount of Ten Million Dollars ($10,000,000.00) (" Cash Component "), as adjusted for the Closing Working Capital Adjustment pursuant to Section 2.5. The Cash Component, as adjusted for the Preliminary Closing Working Capital Adjustment, is hereinafter referred to as the " Cash Component Closing Payment "); plus

(ii) the Convertible Debt; plus

(iii) the Warrant .

(b) The Parties acknowledge and agree that the Purchase Consideration represents fair consideration and reasonable equivalent value for the Membership Interests, and the covenants and agreements set forth in this Agreement and the other Transaction Documents, which consideration was agreed upon as a result of arms-length, good-faith negotiations among the Parties and their respective representatives.

2.4 The Closing . The closing of the Transactions (the " Closing ") will take place remotely via the electronic exchange of executed documents by the Parties on the Effective Date. The actual date of the Closing is referred to as the " Closing Date ." The Closing of the Transactions shall be effective for all purposes as of 12:01 a.m. Eastern Time (" Closing Effective Time ") on the day immediately following the Closing Date (" Closing Effective Date "). At the Closing the respective Parties shall take the actions and shall deliver to the other Parties the items listed on the Closing Schedule.

2.5 Closing Working Capital Adjustment .

(a) At least two (2) Business Days prior to the Closing, Seller prepared and delivered to Purchaser the Preliminary Closing Working Capital Statement, which reflects the Preliminary Closing Working Capital and the Preliminary Closing Working Capital Adjustment.

(b) No later than the second Business Day following the ninetieth (90 ^th ) day after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (" Closing Working Capital Statement ") consisting of an internally prepared unaudited consolidated balance sheet of the Business as of the Closing Date (" Closing Balance Sheet ") and a good faith calculation of the Closing Working Capital, in each case in accordance with the Agreed Upon Closing Working Capital Calculation Principles. The Closing Working Capital Statement shall identify the amount of the Contributed Accounts Receivable which have not been collected (net of the reserve for uncollectible accounts as of the Closing (the " A/R Reserve Amount ")) as of the ninetieth (90 ^th ) day after the Closing (" Uncollected Contributed Accounts Receivable Amount "),

along with a breakdown of the individual uncollected Contributed Accounts Receivable (" Uncollected Contributed Accounts Receivable "). The Uncollected Contributed Accounts Receivable Amount shall be deducted in full from the Accounts Receivable amount reflected on the Closing Working Capital Statement and the corresponding Uncollected Contributed Accounts Receivable shall be transferred to Seller in accordance with Section 5.5 ; provided, however, notwithstanding anything in this Agreement to the contrary, the Purchaser shall have the option to retain any such Uncollected Contributed Accounts Receivable, in which case the corresponding Uncollected Contributed Accounts Receivable Amount shall not be deducted from the Accounts Receivable amount reflected on the Closing Working Capital Statement and Seller shall have no further liability therefor. In the event that the A/R Reserve Amount exceeds the amount of the Contributed Accounts Receivable which have not been collected as of the ninetieth (90 ^th ) day after the Closing, then such excess amount shall be added (as a separate line item) to the "current assets of the Business" for purposes of calculating the Closing Working Capital.

(c) The Closing Working Capital Statement shall become final, binding and conclusive upon, and non-appealable by, the Parties on the thirtieth (30 ^th ) day after the receipt by Seller of the Closing Working Capital Statement, unless before such thirtieth (30 ^th ) day Seller, reasonably and in good faith, delivers to Purchaser a written notice (" Closing Working Capital Dispute Notice ") stating that Seller believes the Closing Working Capital Statement contains mathematical or other errors or the Closing Balance Sheet was not prepared in accordance with the Agreed Upon Closing Working Capital Calculation Principles, and specifying in reasonable detail each item that Seller disputes (each, a " Closing Working Capital Disputed Item "), the amount in dispute for each Closing Working Capital Disputed Item and the reasons supporting Seller's position. Seller shall be deemed to have finally and conclusively agreed with all other items and amounts contained in the Closing Working Capital Statement which are not Closing Working Capital Disputed Items.

(d) If Seller delivers a Closing Working Capital Dispute Notice before the thirtieth (30 ^th ) day after Seller's receipt of the Closing Working Capital Statement, then the Parties shall seek in good faith to resolve the Closing Working Capital Disputed Items during the thirty (30)-day period beginning on the date Purchaser receives the Closing Working Capital Dispute Notice (" Closing Working Capital Dispute Resolution Period "). If the Parties reach agreement with respect to any Closing Working Capital Disputed Items, the Parties shall revise the Closing Working Capital Statement to reflect such agreement and the Closing Working Capital Statement, as so revised, shall become final, binding and conclusive upon, and non-appealable by, the Parties, except to the extent of any unresolved Closing Working Capital Disputed Items.

(e) If the Parties are unable to resolve all of the Closing Working Capital Disputed Items during the Closing Working Capital Dispute Resolution Period, then the Parties shall jointly engage and submit the unresolved Closing Working Capital Disputed Items (" Unresolved Closing Working Capital Disputed Items ") to the Independent Accountant, provided that if the Independent Accountant does not accept such appointment within ten (10) days after the end of the Closing Working Capital Dispute Resolution Period, then any Party may request the Arbitration Organization to appoint as the Independent Accountant a partner in the office of a nationally recognized independent registered public accounting firm located in the

Arbitration Venue that has not had a material relationship with the Purchaser (or its Affiliates) or Seller (or its Affiliates) within the preceding two (2) years, and such appointment shall be final, binding and conclusive on, and non-appealable by, the Parties. The Independent Accountant shall act as an arbitrator to determine, based solely on written submissions by Purchaser and Seller and not by independent review, only the Unresolved Closing Working Capital Disputed Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Working Capital Statement to comply with the provisions of this Agreement (and the Independent Accountant may not ascribe to any item a value greater than the greatest value ascribed by Purchaser, on the one hand, or Seller, on the other hand, or less than the lowest value ascribed by Purchaser, on the one hand, or Seller, on the other hand). The Parties shall use commercially reasonable efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Closing Working Capital Disputed Items within thirty (30) days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Closing Working Capital Disputed Items only and in a manner consistent with this Section 2.5(e) and the Agreed Upon Closing Working Capital Calculation Principles, and in no event shall the Independent Accountant's determination of the Unresolved Closing Working Capital Disputed Items be for an amount that is outside the range of Purchaser's and Seller's disagreement. Each Party shall use commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Closing Working Capital Disputed Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon, and non-appealable by, the Parties absent fraud or manifest error, and the Parties shall revise the Closing Working Capital Statement (including the Closing Balance Sheet) to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be allocated between Purchaser, on the one hand, and Seller, on the other hand, as follows: (i) Seller shall pay a portion of such fees and expenses, the amount of which shall be calculated by multiplying the total amount of such fees and expenses by a fraction, the numerator of which is the aggregate amount of the Unresolved Working Capital Disputed Items submitted to the Independent Accountant that are resolved in favor of Purchaser, and the denominator of which is the total amount of the Unresolved Working Capital Disputed Items submitted to the Independent Accountant (as determined by the Independent Accountant); and (ii) Purchaser shall pay the portion of the fees and expenses of the Independent Accountant that Seller is not required to pay hereunder.

(f) The Closing Working Capital Statement, as it is finally determined pursuant to this Section 2.5 is referred to herein as the " Final Closing Working Capital Statement ."

(g) If the amount of the Closing Working Capital shown in the Final Closing Working Capital Statement (" Final Closing Working Capital ") is:

(A) greater than the amount of the Preliminary Closing Working Capital, the Purchaser shall pay or cause to be paid to Seller an aggregate dollar amount equal to the amount by which the amount of the Final Closing Working Capital exceeds the amount of the Preliminary Closing Working Capital, plus interest on such amount at the Federal Funds Rate then in effect from the Closing Date through the date of payment; or

(B) less than the amount of the Preliminary Closing Working Capital, Seller shall pay or cause to be paid to the Purchaser an aggregate dollar amount equal to the amount by which the amount of the Final Closing Working Capital is less than the amount of the Preliminary Closing Working Capital, plus interest on such amount at the Federal Funds Rate then in effect from the Closing Date through the date of payment; or

(C) the same as the amount of the Preliminary Closing Working Capital, there shall be no further Closing Working Capital Adjustment to the Purchase Consideration.

(h) Any amounts to be paid to a Party pursuant to this Section 2.5 shall be paid on or before the fifth Business Day after the determination of the Final Closing Working Capital by wire transfer of immediately available funds to an account or accounts specified by the applicable payee(s) in writing to the payor(s), or by check if no such instructions are provided before such fifth Business Day.

(i) After determination of the Final Closing Working Capital and, if any payment is due Purchaser under this Section 2.5 , upon Seller's payment of such amount due, Purchaser shall, as promptly as reasonably practicable, cause the Uncollected Contributed Accounts Receivable to be transferred to Seller. Seller may thereafter take any and all actions it deems appropriate, in its sole discretion, to collect the Uncollected Contributed Accounts Receivable.

2.6 Transfer Taxes and Fees . Seller and Purchaser shall each be responsible for and shall timely pay one-half of all transfer, documentary, sales, use, stamp and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions, if any, and Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp and other similar Taxes and fees.

2.7 Expenses . Except as expressly otherwise provided in this Agreement, each Party shall pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the Transactions, including fees and expenses of its own financial consultants, accountants and legal counsel.

2.8 Allocation of Purchase Consideration . The Purchase Consideration and the Assumed Liabilities and Obligations shall be allocated among the Contributed Assets and the restrictive covenants set forth in Section 5.4 as reasonably determined jointly by Seller and Purchaser after the Final Closing Working Capital is determined and Purchaser has obtained from the Valuation Consultant a valuation of the Contributed Assets, the Assumed Liabilities and Obligations and the restrictive covenants set forth in Section 5.4 (" Purchase Consideration Allocation "). The Purchaser shall advise Seller in writing of the proposed Purchase Consideration Allocation within thirty (30) days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed. Following receipt of the proposed Purchase Consideration Allocation, Purchaser and Seller shall work in good faith to agree on the final

Purchase Consideration Allocation. Any disputes regarding the Purchase Consideration Allocation which are not resolved by the Parties within thirty (30) days shall be submitted to the Independent Accountant for resolution (in accordance with and subject to the same terms as set forth in Section 2.5(e) with respect to resolution of Unresolved Closing Working Capital Disputed Items) and the Independent Accountant's determination shall be final and binding on, and non-appealable by, the Parties. Seller and the Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Consideration Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594. Seller and the Purchaser shall prepare their respective federal, state, and local tax returns and reports employing the Purchase Consideration Allocation and shall not take a position in any Tax Proceeding or otherwise that is inconsistent with the Purchase Consideration Allocation, except that nothing contained in this Agreement shall require Seller or Purchaser to contest, beyond the exhaustion of its administrative remedies, before any Tax Authority, and Seller and Purchaser shall not be required to litigate before any court, including the United States Tax Court, any proposed deficiency or adjustment by any Tax Authority that challenges the Purchase Consideration Allocation. Seller and the Purchaser shall give prompt notice to each other of the commencement of any Tax Proceeding or the assertion of any proposed deficiency or adjustment by any Tax Authority that challenges the Purchase Consideration Allocation.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to the Purchaser that, except as set forth on the Disclosure Schedule, which exceptions shall be specifically identified as such and deemed to be part of the representations and warranties made hereunder, knowing and intending that the Purchaser is relying on the accuracy of such representations and warranties in entering into the Transactions, the representations set forth in this Article 3 are true and complete as of the date hereof. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article 3, and the disclosures in any section or subsection of the Disclosure Schedule do not qualify other sections and subsections of this Article 3 without specific reference or cross reference to specific disclosure made in another section or subsection or unless the disclosure in any section or subsection of the Disclosure Schedule is readily apparent as being disclosure made under another section or subsection of the Disclosure Schedule.

For the sake of clarity, all representations and warranties by Seller concerning the Business shall be, as the context requires, the operation and conduct of the Business by Seller immediately prior to the Contribution and the operation and conduct of the Business by the Company immediately following the Contribution.

3.1 Organization and Good Standing . Each Seller Party is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Seller and the Company have the requisite power and lawful authority to own and hold their respective properties and conduct the Business as now operated in the States of Delaware and Florida. Section 3.1 of the Disclosure Schedule sets

forth each jurisdiction, other than the States of Delaware and Florida, in which Seller is licensed, registered or qualified to do business in connection with the operation of the Business, and Seller is duly licensed, registered or qualified to do business and is in good standing in each jurisdiction in which the operation of the Business makes such licensing, registration or qualification necessary , except where the failure to be so licensed, registered, qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

3.2 Power and Authorization . Each Seller Party and the Company have the requisite corporate or limited liability company power and lawful authority to enter into and to perform their respective obligations under the Transaction Documents to which each is a party and to consummate the Transactions. The execution, delivery, and performance by each Seller Party and the Company of the Transaction Documents to which it is a party, and the consummation by each Seller Party and the Company of the Transactions, have been duly and properly authorized in accordance with applicable Laws, and no other action, corporate or otherwise, on the part of either Seller Party, the Company or any other Person is necessary to authorize the execution, delivery, and performance by each Seller Party and the Company of the Transaction Documents to which it is a party and the consummation of the Transactions, and no Person has dissenters, appraisal or similar rights under any Laws with respect to the Transactions.

3.3 Execution and Performance of Agreement; Validity and Binding Nature . This Agreement has been duly executed and delivered by each Seller Party, and each of the other Transaction Documents to be executed and delivered by a Seller Party or the Company will, when executed and delivered by such Seller Party and the Company, be duly executed and delivered by such Seller Party and the Company, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of each Seller Party and the Company, enforceable against each Seller Party and the Company in accordance with their respective terms, except to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship, or reorganization Laws or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

3.4 No Conflicts/Consents .

(a) The execution, delivery and performance by Seller Parties and the Company of the Transaction Documents to which each is a party do not and will not (with or without the passage of time or the giving of notice):

(i) violate or conflict with any provision of (A) either Seller Party's certificate of incorporation or bylaws, or any resolution adopted by the board of directors or shareholders of any Seller Party or any Laws to which the Business or either Seller Party or any of its respective assets or properties is subject or by which any of them is bound and (B) the Company's certificate of formation or limited liability company agreement, or any resolution adopted by the board of managers or member of the Company or any Laws to which the Business or the Company or any of its assets or properties is subject or by which any of them is bound;

(ii) except as set forth on Section 3.4(a)(ii) of the Disclosure Schedule , violate or conflict with, result in a breach of any provision of, or constitute a default, or otherwise cause any loss of any benefit under any Assumed Contract or other obligation to which either Seller Party, the Company or the Business is a party or by which any of the Contributed Assets or the Business are bound, or result in the termination or cancellation of any Assumed Contract or give rise to any rights of others (including rights of termination, foreclosure, cancellation, or acceleration), in or with respect to the Business;

(iii) give any Governmental Body or other Person the right to challenge any Transaction Document or any aspect of the Transactions or to exercise any remedy or obtain any relief, in each case, under any Law to which the Business, the Company or either Seller Party or any of their respective assets or properties may be subject; or

(iv) result in, require, or permit the creation or imposition of any Encumbrance upon or with respect to any of the Contributed Assets.

(b) Section 3.4(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization, Consent or registration, notification, filing and/or declaration with, or requirement of, any Governmental Body, creditor, lessor or other Person required to be obtained, given, made or undertaken by the Company or either Seller Party in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions. Seller and Company have not obtained any of the Consents listed on Section 3.4(b) of the Disclosure Schedule . Neither Seller Party nor the Company has received any request from any Governmental Body for information with respect to the Transactions.

3.5 Organizational Documents; Directors and Officers; Powers of Attorney .

(a) True and complete copies of the certificate of formation and limited liability company agreement of the Company (in each case together with all amendments thereto) have been delivered to the Purchaser. The certificate of formation and limited liability company agreement of the Company, in the form delivered to the Purchaser, are in full force and effect as of the date hereof.

(b) Section 3.5(b) of the Disclosure Schedule contains an accurate and complete list of all of the managers and officers of the Company.

(c) Neither the Company nor either Seller Party has given any powers of attorney or comparable delegations of authority, and no such power of attorney or comparable delegations of authority are in effect, with respect to Taxes or otherwise to any Person with respect to or that could affect the Business conducted by Seller or as conducted by the Company after the Closing for any reason.

3.6 Business Records . All of the Business Records have been made available to the Purchaser and are complete and correct in all material respects. All of the Business Records have been or will be delivered to the Purchaser and all right, title and interest in the Business Records shall vest in the Purchaser, free and clear of any Encumbrances, except a copy of such

Business Records may be retained by Seller to comply with any applicable Laws, including of any Tax Authority (provided that the Seller Parties acknowledge that the Business Records shall be Confidential Material of the Company as of the Contribution). Each material transaction of the Company or either Seller Party with respect to the Business is properly and accurately recorded in the Business Records in all material respects.

3.7 Title to Assets/Sufficiency of Assets, Subsidiaries, Investments and Loans, Capitalization and Predecessors .

(a) As of the Contribution Effective Time, the Company owns and has legal, valid and marketable title to all Contributed Assets, free and clear of any Encumbrance (except Permitted Encumbrances). As of the Contribution Effective Time, no Affiliate of either Seller Party owns, holds or uses any assets used or held for use for the Business, except the Excluded Assets. The Seller Parties, individually or collectively, do not have any commitment or legal obligation, absolute or contingent, to any Person other than the Purchaser to sell, assign, transfer, or effect the sale, assignment or transfer of the Business or any of the Contributed Assets, or to effect any sale, merger, consolidation, liquidation, dissolution or other reorganization of Seller, the Company or the Business, or to enter into any Contract with respect to any of the foregoing.

(b) The Contributed Assets, together with the Excluded Assets used in the Business by Seller, constitute all tangible and intangible assets used or held for use by the Seller Parties solely in the conduct and operation of the Business.

(c) The Company does not own or have any right to acquire, directly or indirectly, any capital stock, partnership interest, membership interest or other equity interest or security of any Person, and there is no Person in which the Company has, directly or indirectly, made any investment. The Company is not under any obligation to acquire any securities from any Person or to make any investment, loan, cash contribution or other advance to any Person.

(d) All of the Membership Interests are duly authorized, validly issued, fully paid and nonassessable. There are no options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other Contracts to which the Company is a party relating to the issuance or sale of any securities or other interests in the Company.

(e) No Membership Interests were issued in violation of any preemptive rights. No preemptive rights, rights of first refusal or similar rights exist with respect to the Membership Interests, and no such rights arise or become exercisable by virtue of or in connection with the Transactions. There are no outstanding Membership Interest appreciation rights, profit participation or other similar rights with respect to securities of the Company. There are no voting agreements or voting trusts with respect to any of the Membership Interests.

(f) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any Membership Interests or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for this Agreement, neither Seller, Seller Parent nor the Company is, or is obligated to become, a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any Membership Interests.

(g) Seller has no Predecessors.

3.8 Compliance with Laws .

(a) Seller Parties and the Company currently operate, and have always operated, the Business in compliance in all material respects with all applicable Laws, including Laws with respect to the ownership or use of the assets and properties used in the operation of the Business and Laws relating to text messaging, voice communications or email communications, and neither Seller Party nor the Company has ever received any notice, Order or other communication from any Governmental Body of any alleged, actual, or potential material violation of or material failure to comply with any Law.

(b) All Governmental Authorizations required for the operation of the Business by Seller in compliance with applicable Laws, including all Environmental Permits, are set forth in Section 3.8(b) of the Disclosure Schedule (the " Seller Governmental Authorizations "). All material Seller Governmental Authorizations are in full force and effect without any default or violation thereunder by Seller or by any other party thereto, and Seller has not received any notice of any claim or charge that Seller is or has been in violation of or in default under any Seller Governmental Authorization. No Action is pending or, to the Knowledge of Seller, threatened by any Person that could result in the revocation of, denial of renewal of, or impairment of any Seller Governmental Authorization. Seller has not been notified that any such Seller Governmental Authorization may not be renewed upon its expiration or that, by virtue of the Transactions, any Seller Governmental Authorization may not be granted or renewed. No Seller Governmental Authorization expires or must be renewed sooner than March 31, 2014.

(c) Neither the Company nor either Seller Party nor, to Seller's Knowledge, any of their respective officers, directors, managers, employees (including any Business Employees), representatives or agents or any other Person acting on behalf of the Company or the applicable Seller Party has, directly or indirectly, given or agreed to give any gift or similar benefit to any Business Relationship, customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Business (or assist the Business in connection with any actual or proposed transaction) which: (i) could subject the Company, the Business or the Purchaser to any Liability or penalty in any civil, criminal or governmental Action; (ii) if not given in the past, reasonably could have had a Material Adverse Effect; or (iii) if not continued in the future, reasonably could have a Material Adverse Effect or which might subject the Company or the Purchaser to an Action or to any Liability or penalty in any Action.

3.9 Actions . Except as set forth in Section 3.9 of the Disclosure Schedule , there are no pending Actions involving or affecting the Company or the Business (including any claims made under the Company's or a Seller Party's general liability, errors and omissions, or worker's compensation insurance policies, or by any Business Employees or former employees of the Business before the EEOC or alleging discrimination, harassment, or wrongful termination, or involving or relating to any Environmental Law), and, to the Knowledge of Seller no such Action is presently threatened or contemplated. There are no, and during the past three (3) years have not been any, unsatisfied or outstanding Orders against, binding upon or adversely affecting the Contributed Assets or the Business. Section 3.9 of the Disclosure

Schedule sets forth a list and an accurate summary of all Actions involving either Seller Party with respect to the Business or Business Employees that were resolved or settled during the three (3) year period immediately preceding the Effective Date (including all claims made under either under Seller Party's general liability, errors and omissions or worker's compensation insurance policies).

3.10 Financial Statements/Liabilities .

(a) Seller has delivered to the Purchaser true and complete copies of the Financial Statements. The Financial Statements: (i) have been prepared from the books and records of Seller and were prepared in the Ordinary Course of Business, and (ii) present fairly in all material respects the financial position of the Business as of their respective dates, and the results of the operations of the Business as of their respective dates and for the respective periods indicated therein, provided that (1) certain costs reflected therein are based on internal allocations for selling, general and administrative services provided by Seller Parent or its subsidiaries which do not reflect actual costs of such services, (2) certain costs are not reflected at all, that would have been reflected therein had the Business operated as a stand-alone business and not as part of Seller, including but not limited to rent and utilities for facilities and common areas used in the Business, and some selling, general and administrative services such as costs for insurance, workers compensation, accounting support, payroll, tax, IT, legal and HR services, (3) the Excluded Assets of Seller Parties and furniture used in the Business, and related depreciation and amortization expenses with respect to the Excluded Assets and such furniture, to the extent used in the Business, are not reflected therein, (4) revenue includes services provided by the Business to Seller Parties which is based on internal allocations for such services and does not reflect revenue that would be earned from an unaffiliated third party, and (5) the Financial Statements lack footnotes, do not provide for line items below the operating income line (such as for income taxes or interest expense), do not contain statements of cash flow or shareholder's equity, and do not conform to GAAP in other respects. All prepaid expenses included in the Contributed Assets and that are included as current assets in the Closing Working Capital represent payments theretofore made by Seller in the Ordinary Course of Business, the benefit and advantage of which may be obtained and enjoyed by the Company after the Closing. The accounting books and records of the Business fairly, accurately and completely reflect the operating results and financial condition of the Business in all material respects, subject to the limitations described in clauses (1), (2), (3) and (4) above.

(b) There is no direct or indirect Indebtedness or Liability of or affecting the Company, the Business or the Contributed Assets, except the Assumed Liabilities and Obligations, none of which is in default as to payment. Section 3.10(b) of the Disclosure Schedule sets forth a complete and accurate list of each Contract (i) to which the Company (as of the Effective Contribution Time), or either Seller Party with respect to the Business (prior to the Effective Contribution Time), is a party, or by which the Company (as of the Effective Contribution Time) or either Seller Party with respect to the Business (prior to the Effective Contribution Time), is bound relating to any Indebtedness of either Seller Party or the Business or relating to the imposition of Encumbrances on any Contributed Assets, including any Assumed Contracts under which the Seller or Company has directly or indirectly guaranteed any Liabilities of any other Person, and (ii) pursuant to which any Person has directly or indirectly guaranteed any Liabilities of the Company or the Business. Neither the Company, nor either

Seller Party with respect to the Business, has made any loan, extended credit or provided financial accommodations to any Person, except in connection with Accounts Receivable in the Ordinary Course of Business.

3.11 Taxes . For purposes of this Section 3.11 , references to the Seller or the Business include the Company. Except as set forth in Section 3.11 of the Disclosure Schedule :

(a) All Tax Returns required to be filed by, or with respect to, the Seller or Seller Parent with respect to the Business for periods ending on or before the Closing Date have been timely filed with the appropriate Tax Authority, and neither Seller nor Seller Parent is currently the beneficiary of any extension of time within which to file any such Tax Return.

(b) A complete and accurate list of all jurisdictions in which Seller or Seller Parent files Tax Returns with respect to the Business, and the Tax Returns filed in each such jurisdiction, are set forth in Section 3.11 of the Disclosure Schedule .

(c) All Tax Returns of, or with respect to, Seller or Seller Parent (with respect to the Business), as the same may have been amended, are true, correct and complete, and were prepared in compliance with all applicable Laws, and there are no reasonable grounds for assertion of any accuracy-related penalty under Section 6662 of the Code with respect thereto.

(d) Except for Taxes that are being contested in good faith and by appropriate proceedings and reserved for on the Most Recent Balance Sheet: (i) all Taxes payable with respect to the operations of the Business have been duly paid or provided or reserved for, and (ii) all deficiencies and assessments for any amount of Taxes that are or were payable by Seller or Seller Parent (with respect to the Business) and chargeable as an Encumbrance upon any of the Contributed Assets have been paid in full, and there are no pending, current or threatened in writing Encumbrances for unpaid Taxes upon any of the Contributed Assets.

(e) Neither Seller nor Seller Parent: (i) is a "foreign person" within the meaning of Section 1445(f)(3) of the Code, (ii) is liable for Taxes to any foreign Tax Authority and (iii) has had a permanent establishment in any foreign country (as defined in any applicable tax treaty or convention between the United States and such foreign country).

(f) No examination, audit or other Action relating to the assessment or collection of any Taxes of Seller or Seller Parent with respect to the Business by any Tax Authority is currently in progress or is, threatened in writing or contemplated, no assessment of any Tax has been proposed in writing against Seller or Seller Parent with respect to the Business, and there are no outstanding Contracts or waivers extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to Seller or Seller Parent with respect to the Business for any taxable period.

(g) Seller or Seller Parent has duly and timely withheld all Taxes required to be withheld in connection with any amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder, or other third party, in each case, with respect to the Business, and paid over to the appropriate Tax Authority all amounts required to be so withheld and paid over for all periods under all applicable Laws.

(h) The Business Employees and all other Persons who currently provide or who have in the past provided services to or for a Seller Party with respect to the Business or who otherwise work or worked in the Business, have been properly classified as employees or independent contractors, as applicable, and neither Seller nor Seller Parent has ever been the subject of any Action, or threatened Action, by any Tax Authority with regard to such classification of any such Business Employees or other Persons.

(i) Neither Seller Party (with respect to the Business) has any obligation to make any, and neither Seller Party is a party to any Contract that has resulted or could, separately or in the aggregate, result in the, payment of: (i) any "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax Laws), (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax Laws), or (iii) any compensation that is subject to the provisions of Section 409A of the Code.

(j) Seller (i) is not and has never been a party to, or bound by, and has no obligation under, any Tax allocation, sharing or indemnification Contract or similar Contract or any Contract that obligates it to make any payment computed by reference to Taxes, taxable income or taxable losses of any other Person; (ii) is not and has never been a member of an affiliated group (within the meaning of Code Section 1504(a) or similar group defined under any similar provision of any Law) filing a consolidated federal income Tax Return (other than the consolidated group of which Seller Parent is the common parent); or (iii) has any Liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by Contract or otherwise.

(k) Neither Seller nor Seller Parent (with respect to the Business) (i) is subject to, or required by any Tax Authority or pursuant to any Action, Law, Contract or other requirement, and otherwise has no obligation to collect or pay, any sales or use (or similar) Taxes with respect to or otherwise in connection with the conduct of the Business; and (ii) is not and has never engaged in a reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b) (or any predecessor provision) or any transaction that could give rise to any filing under Section 999 of the Code.

(l) Neither Seller nor Seller Parent (with respect to the Business) has any Liabilities or obligations with respect to unclaimed property or the failure to file or to file on a timely basis any reports or other documents with respect to unclaimed property as may be required under applicable escheat Laws of any jurisdiction, and Seller and Seller Parent (with respect to the Business) have timely filed in each jurisdiction any and all reports or other documents required to be filed in such jurisdiction with respect to unclaimed property relating to the Business.

3.12 Accounts Receivable .

(a) The Business Accounts Receivable reflected on the Most Recent Balance Sheet and on the Preliminary Closing Working Capital Statement, and all Business Accounts Receivable arising after the date thereof (i) have arisen from bona fide transactions entered into

by Seller or the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; and (ii) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims, other than normal cash discounts accrued in the Ordinary Course of Business. Section 3.12(a) of the Disclosure Schedule sets forth a correct and complete aging of the Business Accounts Receivable reflecting the aggregate dollar amount due to the Company from each payee which have been outstanding for the following numbers of days or less past their due dates: 30, 60, and 90, and more than 90 days. The reserves for bad debts shown in the Financial Statements and Preliminary Closing Working Capital Statement or, with respect to Business Accounts Receivable arising after the date of the Most Recent Balance Sheet, in the accounting books and records of the Company, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Since the date of the Most Recent Balance Sheet, Seller has not written off, written down or agreed to a reduction of, placed for collection with any Person, accelerated the collection of, or materially changed the terms of payment of any Business Accounts Receivable, other than in the Ordinary Course of Business.

(b) All compensation, revenue or benefits with respect to the Business are paid or payable directly to Seller and not to any Person other than Seller (not including compensation payable by Seller in the Ordinary Course of Business to Business Employees, vendors and suppliers). Before the Closing Date, all compensation, revenue or benefits with respect to the Business, currently payable or payable in the future to any Person other than Seller (not including compensation payable by Seller in the Ordinary Course of Business to Business Employees), and all rights with respect thereto, will have been effectively and irrevocably contributed to Company, free and clear of all Encumbrances.

3.13 Accounts Payable . Section 3.13 of the Disclosure Schedule sets forth a correct and complete aging of all accounts payable and accrued Liabilities relating to the Business. Seller has paid all accounts payable in accordance with their terms on or before their due date, other than accounts payable that Seller is disputing in good faith and that are specifically identified as disputed accounts payable in Section 3.13 of the Disclosure Schedule .

3.14 Real Property . Neither the Seller (with respect to the Business) nor the Company currently owns or leases, or has any right, title or interest in any Real Property. The Business uses office space of an Affiliate, as set forth in the Transition Services and Arrangements Agreement, without a lease from the Affiliate.

3.15 Personal Property .

(a) Section 3.15(a) of the Disclosure Schedule sets forth a list of all of the Business Tangible Personal Property included in the Contributed Assets. The Company has good, valid and marketable title to all such Business Tangible Personal Property, free and clear of any Encumbrance or other defect of title, except Permitted Encumbrances.

(b) All of the Business Tangible Personal Property included in the Contributed Assets are: (i) in the possession of and under the control of Company as of the Contribution Effective Time; and (ii) in operating condition and repair, subject to normal wear

and tear, for use in the Business as it is presently conducted. Seller's rights with respect to the Contributed Assets are exclusive and no other Person has any rights with respect thereto (except for the lessors of leased or licensed assets and property in accordance with the terms of the applicable lease or license), each of which is included in the Assumed Contracts included in the Contributed Assets.

(c) Set forth in Section 3.15(c) of the Disclosure Schedule is a true, complete and accurate list of all telephone, cellular phones and fax numbers used or held for use in the Business by Seller, all of which are used exclusively for the Business and are not shared with any other Person.

(d) Neither Seller nor the Company owns any inventory, and the ownership and maintenance of inventory is not significant to the conduct by Seller of the Business.

3.16 Intellectual Property .

(a) Section 3.16(a) of the Disclosure Schedule sets forth a list of all Business Intellectual Property (other than Business Trade Secret Information) that is owned by Seller, Seller Parent or any of their respective Affiliates, and all registrations thereof and applications for registration with respect thereto (collectively, the " Business Owned Intellectual Property "). Neither Seller, Seller Parent nor any of their respective Affiliates licenses or permits any other Person to use any Business Owned Intellectual Property, and Seller's interests and rights in, and use of, such Business Owned Intellectual Property is exclusive. All required filings and fees related to the Business Owned Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars, and all registrations (and applications for registrations) of Business Owned Intellectual Property are in good standing. Seller has provided the Purchaser with true and complete copies of files, including any file histories, documents, certificates, office actions, and material correspondence contained therein, related to all Business Owned Intellectual Property that is subject to any issuance, registration, application or other filing by, to or with any Governmental Body or authorized private registrar in any jurisdiction.

(b) Section 3.16(b) of the Disclosure Schedule sets forth a list of all Business Intellectual Property (other than Off-the-Shelf Software) that is licensed by Seller or Seller Parent (collectively, the " Business Licensed Intellectual Property "), and a list of each Business Intellectual Property Contract (other than for Off-the-Shelf Software). All Off-the-Shelf Software used by Seller in the Business has been acquired through normal business channels and is validly and appropriately licensed by Seller. Seller has no right to use on an exclusive basis any Business Licensed Intellectual Property, and Seller does not sublicense or permit any other Person to use any Business Licensed Intellectual Property. Seller has paid as and when due all amounts payable under any Business Intellectual Property Contracts or otherwise with respect to any Business Licensed Intellectual Property.

(c) Section 3.16(c) of the Disclosure Schedule sets forth a list of all Contracts (i) under which Seller derives any rights with respect to any Business Intellectual Property, including Contracts under which the Company acquired any ownership rights in or to any Business Owned Intellectual Property or licenses or uses any Business Licensed Intellectual

Property, and (ii) to which Seller is a party for the development, maintenance or support of any Business Intellectual Property or for the escrow of any source codes of any Business Intellectual Property (collectively, the " Business Intellectual Property Contracts ").

(d) Seller possesses all right, title and interest in all Business Owned Intellectual Property and has the valid and enforceable right to use all Business Licensed Intellectual Property, free and clear of all Encumbrances. Upon consummation of the Transactions, the Company shall exclusively own all right, title and interest in and to all of the Business Owned Intellectual Property and shall have the right and license to use all of the Business Licensed Intellectual Property in the manner used by Seller before the Closing, in each case free from any Encumbrances and without additional cost or expense (other than future license fees with respect thereto with respect to the Business Owned Intellectual Property) to the Company or Purchaser. To the Knowledge of Seller, Seller possesses all right, title and interest in all Co-Owned Software and has the valid and enforceable right to use all Co-Owned Software, free and clear of all Encumbrances. Upon consummation of the Transactions, Seller and Company shall jointly and severally own all right, title and interest in and to all of the Co-Owned Software.

(e) There is no unlicensed or non-rightful use by Seller of any Business Intellectual Property, and the use by Seller of the Business Intellectual Property does not, and the use by the Company immediately after the Closing of the Business Intellectual Property in substantially the same manner as used by Seller before the Closing will not, infringe on, violate or misappropriate the Intellectual Property of any Person, and, to the Knowledge of Seller, no Person has infringed, violated or misappropriated any of the Business Owned Intellectual Property. To Seller's Knowledge, there is no unlicensed or non-rightful use by Seller of any Co-Owned Software, and the use by Seller of the Co-Owned Software does not, and the use by the Company immediately after the Closing of the Business Intellectual Property in substantially the same manner as used by Seller before the Closing will not, to the Knowledge of Seller, infringe on, violate or misappropriate the Intellectual Property of any Person, and, to the Knowledge of Seller, no Person has infringed, violated or misappropriated any of the Co-Owned Software. The Co-Owned Software is not the subject of any registrations or filings with any Governmental Body.

(f) Seller takes reasonable actions to protect and maintain (i) any Business Trade Secret Information that is Business Owned Intellectual Property, including executing confidentiality, non-disclosure and invention assignment agreements with employees and contractors, and (ii) the confidentiality, integrity, and security of its software, databases, systems, networks, and Internet websites, and information stored or contained therein or transmitted thereby, and all transactions consummated in connection therewith, from any unauthorized use, access, interruption, or modification by third parties.

(g) Seller takes commercially reasonable actions to back up all Software that is Business Intellectual Property and its computer systems, and databases used or held for use in the Business in a manner sufficient to enable resumed or continued functioning in all material respects following a hardware, telecommunications, or related interruption or failure.

(h) All Software that is Business Owned Intellectual Property substantially conforms to all existing documentation for its use in the conduct of the Business as currently conducted, is functioning in all material respects in accordance with applicable specifications and, to the Knowledge of Seller (without inquiry), is free in all material respects of viruses and other contaminants. All source codes relating to Software that is Business Owned Intellectual Property, if any, are in the possession of Seller, and no Person other than Seller or its Affiliates has any copy of any such source codes or any right, title, interest or license, conditional or otherwise, including under any escrow agreement, with respect to any such source codes, and Seller has not granted any such right, title, interest or license covering any future period, with respect to any such source codes. Seller is in possession of and maintains documentation with respect to all such source codes and, upon consummation of the Transactions, the Company will exclusively own and have possession of, and shall have the right to use, all such source codes and related documentation, as applicable, free from any Encumbrances. Seller also owns and has possession of, and the Company will also own and have possession of after the Closing, all other existing documentation with respect to all Business Owned Intellectual Property.

(i) There are no warranties (express or implied) outstanding with respect to any Business Intellectual Property, products or services (" Business Products and Services ") currently or formerly licensed, developed, sold or distributed by Seller, Seller Parent or their respective Affiliates related to the Business (" Business Warranties "), beyond those set forth in the standard Business Warranties set forth on Section 3.16(i) of the Disclosure Schedule . To Seller's Knowledge, there are no claims, existing or threatened under or pursuant to any warranty, whether express or implied, on Business Products and Services licensed, developed, sold or distributed by Seller or Seller Parent, and there have never been any such claims.

3.17 Contracts .

(a) Section 3.17(a) of the Disclosure Schedule sets forth a complete and accurate list of the following Contracts:

(i) any Contract relating to Indebtedness (including any Contract pursuant to which Seller or the Company has extended credit or made other financial accommodations to any other Person), whether incurred, assumed, guaranteed or secured by any asset, or relating to the imposition of Encumbrances on any assets, of Seller or the Company;

(ii) any Contract or series of related Contracts, including any option Contract, relating to the acquisition or disposition of any business, capital stock or assets of Seller or Company;

(iii) any material Contract or series of related Contracts for the purchase of materials, supplies, goods, services, equipment or other assets;

(iv) any Contract under which Seller or Company is entitled to receive payments, including all material customer Contracts;

(v) any Contract providing for payments (contingent or otherwise) based on sales, purchases or profits; and

(vi) any other Contract that is material to the Business.

(b) Neither Seller nor Company is a party to or bound by: (i) any partnership, joint venture, joint operating or similar Contract with respect to the Business, (ii) any Contract which could require the Business to purchase any product or service exclusively from a Person or otherwise deal exclusively with any Person, (iii) any customer Contract which contains so-called "best in house" or "most favored nation" clauses, (iv) any Contract which limits the Business from selling or purchasing any product or service to or from any Person or in any geographic territory or from otherwise conducting the Business in any manner, except as set forth in Section 3.17(b)(iv) of the Disclosure Schedule , (v) any Contract containing any provision providing for the payment by the Business of any amounts to any Person, or the enhancement of any rights of any Person, or the vesting or the acceleration of any rights or benefits of any Person, in each case, upon or as a result of the consummation of the Transactions or otherwise upon a sale of the Business or any of its assets (or which could become obligations of the Company after the Closing), (vi) any Contract relating to the Business relating to any interest rate, derivatives, hedging or swap transaction, or (vii) any Contract relating to the Business providing for any indemnification obligations to any Person.

(c) To the Seller's Knowledge, each Assumed Contract is valid, enforceable and binding on the parties thereto in accordance with its terms and is in full force and effect, except (i) to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship, or reorganization Laws or other Laws of general application affecting the rights of creditors generally or by general principles of equity and (ii) that, notwithstanding anything in this Agreement to the contrary, no representation or warranty is made by Seller with respect to the enforceability of any noncompetition, nonsolicitation or other restrictive covenant agreements. Except for those Assumed Contracts listed in Section 3.17(c) of the Disclosure Schedule , neither Seller, Company nor, to the Knowledge of Seller, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, cancel or modify in any material respect, any Assumed Contract. To the Seller's Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach of or an event of default under any Assumed Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder, other than as a result of not obtaining any required Consents with respect to the Transactions. There are no material disputes pending or, to Seller's Knowledge, threatened under any Assumed Contract.

(d) Except as set forth on Section 3.17(d) of the Disclosure Schedule , complete and correct copies or originals of each Assumed Contract (including all material modifications, amendments and supplements thereto and waivers thereunder) have been provided to the Purchaser prior to the Closing or will be provided to Purchaser in connection with the Closing.

3.18 Material Business Relationships and Material Business Suppliers .

(a) Set forth in Section 3.18(a) of the Disclosure Schedule is a complete and accurate list of the top twenty (20) Business Relationships (by revenues derived) (collectively, the " Material Business Relationships ") (i) from which Seller, with respect to the Business, derived the most revenues for the Most Recent Fiscal Year, and (ii) from which the Company has derived or reasonably expects (based on annualized revenues paid to date) to derive the most revenues in the Current Fiscal Year. To Seller's Knowledge, no Material Business Relationship has expressed to Seller an intention or desire to cancel or terminate, reduce or to otherwise alter in any material respect, its relationship with Seller or the Company.

(b) Set forth in Section 3.18(b) of the Disclosure Schedule is a complete and accurate list of the top twenty (20) suppliers, vendors or consultants (by amounts paid) (i) to whom Seller paid the most in the Most Recent Fiscal Year, and (ii) to whom the Company has paid or reasonably expects to pay the most in the Current Fiscal Year (collectively, the " Material Business Suppliers "). To Seller's Knowledge, no Material Business Supplier has expressed to Seller an intention or desire to cancel or terminate, reduce or to otherwise alter in any material respect, its relationship with Seller or the Company.

3.19 Business Employees .

(a) Section 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of (i) the names and titles of each Business Employee and their dates of hire; (ii) the base salary or hourly rate, commissions, bonuses and other incentive compensation and other compensation received by or accrued for the benefit of each such Business Employee during the Most Recent Fiscal Year; and (iii) base salary or hourly rate, commissions, bonus opportunity, bonuses or other incentive compensation or other compensation received by or accrued for the benefit of each Business Employee for the current fiscal year through the Closing Date. Section 3.19(a) of the Disclosure Schedule also sets forth for each Business Employee all proposed salary increases for the Current Fiscal Year, as well as any salary increases that have been granted since the beginning of the Most Recent Fiscal Year to any Business Employee. Except as set forth in Section 3.19(a) of the Disclosure Schedule , there are no Business Employees who are on layoff, disability or other leave of absence or not actively at work in performing services. No Business Employee has notified either Seller Party that such Business Employee intends to leave or is considering leaving the employ of either Seller Party. The Business Employees are dedicated exclusively to the operation of the Business and are sufficient for the conduct of the Business as presently conducted.

(b) Set forth in Section 3.19(b) of the Disclosure Schedule and Exhibit H is a complete and accurate list of each Contract to which a Seller Party is a party or under which a Seller Party could have any payment or performance obligation or other Liability after the Closing: (i) pertaining to the employment or termination of employment of any Business Employee, or former employee of either Seller Party with respect to the Business, or (ii) providing for the payment of severance or other compensation or benefits to any Business Employee, or former employee of either Seller Party with respect to the Business, including severance or compensation payable after or by reason of a termination of employment.

(c) Set forth in Section 3.19(c) of the Disclosure Schedule is a complete and accurate list of each Contract with an independent contractor to which either Seller Party is a party with respect to the Business, or under which the Company could have any payment or performance obligation or other Liability after the Closing.

3.20 Employee Benefit and Compensation Plans and Arrangements .

(a) Set forth in Section 3.20(a) of the Disclosure Schedule is a true and complete list of each of the Employee Benefit and Compensation Plans and Arrangements that is unique to the Business Employees as a group or to any individual Business Employee.

(b) The Company has no employees.

(c) With respect to each Employee Benefit and Compensation Plans and Arrangements: (i) each has been administered in compliance with its terms and with all applicable laws including, without limitation, ERISA and the Code; (ii) no Actions are pending or threatened against any such plan, the trustee or fiduciary of any such plan, the sponsor or any assets of any such plan; (iii) no audits, claims or demands are pending with any Governmental Body including, without limitation, the IRS and the U.S. Department of Labor; and (iv) all required payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing Date shall have been made or properly accrued .

(d) The Seller has complied with (1) the notice and continuation of coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (sometimes referred to as " COBRA "); and (2) the Health Insurance Portability and Accountability Act of 1996 with respect to any group health plan within the meaning of Code Section 5000(b)(1).

3.21 Labor Relations . Neither the Company nor either Seller Party is a party to any Contract, collective bargaining or otherwise, or understanding with a labor union or other labor organization covering any of the Business Employees or the Business. Seller has never taken any action that could constitute a "mass layoff," "mass termination," or "plant closing" within the meaning of WARN or that could otherwise trigger notice requirements or Liability under any federal, local, state, or foreign plant closing notice or collective dismissal Laws.

3.22 Insurance . Seller does not maintain any insurance policies related specifically and solely to the Business. All insurance related to the Business is maintained by Seller Parent under policies for all of its subsidiaries.

3.23 Environmental Matters . Seller has obtained and holds all Environmental Permits that are required by Environmental Laws to be obtained and held with respect to the operation of the Business and the Contributed Assets. The operations of Seller with respect to the Business and the Contributed Assets are currently and have always been in compliance with all Environmental Laws. Neither Seller Party, with respect to the Business, has received from any Person any notice of or Action asserting any violation of Environmental Laws.

3.24 Affiliate Transactions . None of Seller's or Seller Parent's Affiliates or any executive officer or director of Seller or Seller Parent is a party to any Assumed Contract, except that automotive dealers that are Affiliates of Seller Parent purchase Consumer Leads from the Business.

3.25 Absence of Certain Changes and Events . Since November 30, 2013, except as otherwise contemplated by this Agreement, (a) Seller has conducted the Business in the Ordinary Course of Business, and (b) there has not been any Material Adverse Effect.

3.26 Brokers . No Person acting on behalf of any Seller Party or any of their respective Affiliates or under the authority of any of the foregoing is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, in connection with any of the Transactions.

3.27 Privacy . Seller has, with respect to Personal Information used or obtained in the operation of the Business, exercised commercially reasonable efforts to: (a) protect the privacy of such Personal Information; (b) ensure against unauthorized access to such Personal Information, unauthorized transfers of such Personal Information and misuse of such Personal Information, including the use of reliable encryption protection (or an equivalent); and (c) ensure that no Business Employee, former employee or independent contractor has: (i) used or exploited any Personal Information for any purpose other than to perform his or her duties as an employee or contractor in the operation of the Business, or (ii) disclosed, transferred or disposed of such Personal Information to any third parties except in compliance with Law and the policies of the Seller. To Seller's Knowledge, there have been no unauthorized or inadvertent disclosures of Personal Information.

3.28 Solvency . Seller is not and has not been in the past six (6) years involved in any Action under bankruptcy Laws or any other insolvency or debtor's relief Laws, or for the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official. As of the date of this Agreement, and after the Closing, (a) Seller will be able to pay its debts, Liabilities, and obligations as they become due in the normal and usual course of business, (b) Seller will not have unreasonably small or insufficient capital with which to conduct its present or proposed future business, (c) the present saleable value of Seller's assets does and will exceed its debts and other anticipated debts, Liabilities and obligations, taking into account all contingent and/or unliquidated debts, Liabilities, and obligations and pending and threatened litigation, and (d) the cash available to Seller, after taking into account all other anticipated uses, will be sufficient to pay all such debts, Liabilities, and obligations in accordance with their terms.

3.29 No Liabilities . The Company was formed in connection with the Transactions and, other than actions taken in connection with its formation and the Transactions, has not taken any actions or conducted any business. As of the Closing, the Company will not have any Liabilities, other than the Assumed Liabilities and Obligations and under the Assumed Contracts (excluding the Excluded Liabilities and Obligations related thereto) transferred to the Company pursuant to the Contribution.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to the Seller, as of the date hereof, knowing and intending that Seller is relying on the accuracy of such representations and warranties in entering into the Transactions, as set forth in this Article 4 .

4.1 Authority Relative to Agreement .

(a) The Purchaser has the requisite corporate power and lawful authority to enter into and to perform its obligations under the Transaction Documents to which it is a party and to consummate the Transactions. The execution, delivery, and performance by the Purchaser of the Transaction Documents to which it is a party, and the consummation by the Purchaser of the Transactions, have been duly and properly authorized in accordance with applicable Laws, and no other action, corporate or otherwise, on the part of the Purchaser is necessary to authorize the execution, delivery, and performance by the Purchaser of the Transaction Documents to which it is a party and the consummation of the Transactions.

(b) This Agreement has been duly executed and delivered by the Purchaser, and each of the other Transaction Documents to be executed and delivered by the Purchaser will, when executed and delivered by the Purchaser, be duly executed and delivered by the Purchaser, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship, or reorganization Laws or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

4.2 Organization and Standing . The Purchaser is a corporation, duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware.

4.3 Non-Contravention; Consents and Approvals .

(a) The execution and delivery by the Purchaser of the Transaction Documents to be executed and/or delivered by the Purchaser, and the performance by the Purchaser of the terms of the Transaction Documents to be executed and/or delivered by the Purchaser, and the consummation of the Transactions, do not and will not (with or without the passage of time or the giving of notice or both) (i) contravene, conflict with, or result in a violation of any provisions of the constituent organizational documents of the Purchaser, or any action of the shareholders or directors of the Purchaser, or any Laws binding upon the Purchaser, or (ii) give any Governmental Body or other Person the right to challenge this Agreement or any of the Transactions or to exercise any remedy or obtain any relief under any Law to which the Purchaser is subject.

(b) All Governmental Authorizations and other Consents required to be obtained, given or made by the Purchaser in connection with the execution, delivery and performance of any of the Transaction Documents or the consummation of the Transactions have

been obtained, given or made or, if not required to have been obtained, given or made before the execution of this Agreement, will be obtained, given or made before the Closing.

4.4 Brokers . Except for B. Riley & Co., LLC no Person acting on behalf of Purchaser or any of its Affiliates or under the authority of any of the foregoing is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, in connection with any of the Transactions.

4.5 SEC Documents . The Purchaser has filed, or furnished, as applicable, prior to their required filing or furnishing deadline dates, all required reports, schedules, registration statements and other documents with the Securities and Exchange Commission (" SEC ") since January 1, 2013 (" Autobytel SEC Documents "). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Autobytel SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Autobytel SEC Documents, and none of the Autobytel SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Purchaser included in the Autobytel SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries and the consolidated results of operations, changes in stockholders' equity and cash flows of such companies as of the dates and for the periods shown.

4.6 Purchaser Common Stock . Purchaser has sufficient authorized Purchaser Common Stock to reserve for issuance to Seller the shares of Purchaser Common Stock that may be issued under the Convertible Note and the Warrant, assuming for such reservation of shares that the Convertible Note and Warrant were converted and exercised as of the Closing Date.

4.7 Solvency . Purchaser is not and has not been in the past six (6) years involved in any Action under bankruptcy Laws or any other insolvency or debtor's relief Laws, or for the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official. As of the Effective Date (i) Purchaser is able to pay its debts, Liabilities, and obligations as they become due in the normal and usual course of business, (ii) Purchaser does not have unreasonably small or insufficient capital with which to conduct its business, (iii) the present saleable value of Purchaser's assets exceeds its debts and other anticipated debts, Liabilities and obligations, taking into account all contingent and/or unliquidated debts, Liabilities, and obligations and pending and threatened litigation, and (iv) the cash available to Purchaser, after taking into account all current anticipated uses, is sufficient to pay all such debts, Liabilities, and obligations in accordance with their terms.

4.8 Financial Resources . Purchaser has sufficient cash on hand, credit facilities and other liquid resources to fund the Cash Component of the Purchase Consideration to Seller at the Closing.

ARTICLE 5
COVENANTS AND POST-CLOSING MATTERS

5.1 Employee Matters .

(a) The Parties acknowledge that only the Transferred Business Employees will be hired by Purchaser effective as of the Closing Effective Time.

(b) Except as set forth in the Business Employees Severance Arrangements Schedule, which provides for the payment of certain severance obligations directly to certain Business Employees by Purchaser or reimbursement to Seller of certain severance obligations of Seller with respect to certain Business Employees, the Seller Parties shall be and remain solely responsible for, and neither Company nor Purchaser shall have any obligations whatsoever for, any compensation or benefits payable to or on behalf of, or made available to, any current or former employee (including any Business Employee) of either Seller Party or their respective Affiliates and Predecessors arising out of or relating to such Person's employment (or the termination thereof) with either Seller Party or any of their respective Affiliates or Predecessors, including any compensation or benefits under any Employee Benefit and Compensation Plans and Arrangements. Except as otherwise provided in the Business Employees Severance Arrangements Schedule, as of the Closing Date Seller or Seller Parent shall have paid or provided for the payment of all Liabilities and obligations that are due and payable in respect of the Business Employees for all periods up to and including the Closing Date or which are or will be incurred by any Seller Party as a result of the consummation of the Transactions, including paying in full or providing for the full payment of all compensation (including hourly pay, salary, commissions, bonuses, incentive compensation and severance payments) that would be payable to Business Employees in respect of the operation of the Business before the Closing Effective Time.

(c) Seller Parties shall (A) maintain and continue all health and welfare Employee Benefit and Compensation Plans and Arrangements (i.e., medical, dental, prescription, and vision plans or arrangements) and take all actions necessary to ensure the continuance of such health and welfare Employee Benefit and Compensation Plans and Arrangements through the end of the calendar month in which the Closing Date occurs, and (B) except as set forth in the Business Employees Severance Arrangements Schedule, retain all Liabilities with respect to, and provide in accordance with applicable Laws and be solely responsible and liable for providing to all current or former employees (including Business Employees) of each Seller Party and their respective Affiliates and Predecessors, and their covered dependents), any applicable benefits or continuing insurance coverage under COBRA or similar benefits, and the Company shall have no Liabilities whatsoever with respect to (or to provide to any current or former employee (including any Business Employee)) any of the foregoing benefits for which either Seller Party is responsible.

(d) Seller Parties shall be and remain solely responsible and liable for (A) the satisfaction of all claims for medical, dental, life insurance, health, accident or disability benefits brought by or in respect of any current or former employee (including any Business Employee) or agents of Seller Parties or their respective Affiliates or Predecessors which relate to events occurring on or before the Closing Date or their employment with Seller Parties or their respective Predecessors or Affiliates (provided, however, that to the extent and when a Transferred Business Employee is eligible for, enrolls in and is accepted for enrollment in any health and welfare plan or arrangement provided to such Transferred Business Employee by the Purchaser, then Seller Parties shall not have any further obligation for such claims or benefits to the extent such claims or benefits are covered by the health and welfare benefit plan or arrangement made available to the Transferred Business Employees), and (B) all worker's compensation claims of any current or former employee (including any Business Employee) or agent of Seller Parties or their respective Affiliates or Predecessors which relate to events occurring on or before the Closing Date or their employment with Seller Parties or their respective Affiliates or Predecessors, and Seller Parties shall pay or cause to be paid all such amounts to the appropriate Persons as and when due.

(e) The Parties each acknowledge and agree that all provisions contained herein with respect to Business Employees and Transferred Business Employees are included for the sole benefit of Seller Parties, Purchaser and the Company and shall not create any right (i) in any other Person, including any Business Employee or former employee of either Seller Party or any of their respective Affiliates or Predecessors, any participant in any Employee Benefit and Compensation Plans and Arrangements or any beneficiary thereof, or (ii) to continued employment with Purchaser or the Company.

5.2 Payment of Liabilities and Obligations and Receipt of Payments . At or after the Closing, except for Assumed Liabilities and Obligations, Seller Parties shall pay or provide for all Liabilities and obligations that are due and payable in respect of the Contributed Assets or operation of the Business for periods up to and including the Closing Effective Time or which are or will be incurred by Seller Parties as a result of the consummation of the Transactions, including paying or providing for all Taxes payable in respect of the operation of the Business prior to the Closing.

5.3 Confidentiality and Publicity .

(a) Each Party shall keep confidential and shall not directly or indirectly disclose to any third party or use, any confidential or proprietary information or trade secret of the other Party (it being understood that from and after the Closing, information and trade secrets relating to the Business or included in the Contributed Assets shall constitute confidential or proprietary information or trade secrets of the Purchaser) (collectively, the " Confidential Material "), except with the prior written consent of such other Party; provided , however , that Confidential Material shall not include any of the foregoing that is or becomes generally available to the public without breach of any obligation of confidentiality owed by a Party to another Party. Notwithstanding the foregoing, if a Party is required in the course of judicial or administrative Action or governmental inquiries or by a securities exchange to disclose any Confidential Material of the other Party, such Party shall give the other Party prompt written

notice thereof so that the other Party may seek an appropriate protective order and/or waive the disclosing Party's compliance with the confidentiality provisions of this Section 5.3(a) .

(b) The Parties shall not make any public statements, including any press releases, with respect to the Transaction Documents and the Transactions without the prior written consent of the other Parties (which consent shall not be unreasonably withheld) except as may be required by Law, any Governmental Body or the rules of any securities exchange or market. If a public statement or filing with a Governmental Body about the Transactions, the Transaction Documents, or the other Party is required to be made by Law, by any Governmental Body or the rules of any securities exchange or market, the Parties shall use reasonable efforts to consult with each other in advance as to the contents and timing thereof, but no Party shall have any right to approve or consent to any such public statement or filing. Notwithstanding the foregoing, (i) each Party hereby consents to the other's disclosure of the Transactions and the terms of the Transactions in public announcements and filings with Governmental Bodies and the filing of the Transaction Documents with Governmental Bodies, if required to be disclosed or filed by a Party and if there is no opportunity for such notification and (ii) following any such disclosure by a Party, such Party and the other Parties shall be permitted to disclose substantially similar information in public announcements and filings with Government Bodies without restriction or obligation to consult with the other Party under this Agreement.

5.4 Noncompetition and Nonsolicitation .

(a) During the Restricted Period, each Seller Party shall not, and Seller Parent shall cause each Seller Parent Subsidiary to not, directly or indirectly, engage in or operate, or acquire, manage or control any other Person engaged in, the business of purchasing Consumer Leads from Persons who are not Seller Parent Subsidiaries, who generate the Consumer Leads on the internet, and reselling such Consumer Leads directly or indirectly to any automotive vehicle manufacturer or to any new and used automotive vehicle dealer. Notwithstanding the foregoing, the Seller Parent and Seller Parent Subsidiaries shall not be restricted from (i) generating Consumer Leads on or through websites owned by, or operated exclusively on behalf of, Seller Parent and/ or any Seller Parent Subsidiary, or from taking actions to drive traffic to such websites in order to generate Consumer Leads, including through internet advertising or paying an internet traffic coordinator or similar person, and then reselling or otherwise distributing such Consumer Leads directly to new and used automotive vehicle dealers (whether or not owned or operated by Seller Parent) or to Purchaser, or (ii) purchasing or otherwise acquiring Consumer Leads from Persons who are not Affiliates of Seller Parent and reselling or otherwise distributing such Consumer Leads to Purchaser or to new and used automotive vehicle dealers that are owned or operated by any Seller Parent Subsidiary. At the option of Seller Parent, exercisable in its sole and absolute discretion by thirty (30) days' prior written notice to Purchaser, the Restricted Period may be shortened, and the restrictive covenants in this Section 5.4(a) thereby terminated early, on any day on or after the second anniversary of the Closing Date, in exchange for a cash payment to be made by Seller Parent to Purchaser in the amount of Two Million Five Hundred Dollars ($2,500,000). This early termination of the restrictive covenants in this Section 5.4(a) will be effective upon expiration of such thirty (30)-day notice period and is conditioned upon Purchaser's receipt of Seller Parent's Two Million Five Hundred Dollars ($2,500,000) payment, which will be made by wire transfer of immediately available funds to Purchaser on or before the expiration of such thirty (30)-day notice period. If Seller

Parent does not elect to shorten the Restricted Period, then Seller Parent shall have no obligation to pay such Two Million Five Hundred Dollars ($2,500,000) to Purchaser and the Restricted Period will continue to run until the third anniversary of the Closing Date.

(b) During the Restricted Period, without the prior written consent of the Purchaser, each Seller Party will not, and will cause each Seller Parent Subsidiary to not, directly or indirectly, solicit for employment or hire any Transferred Business Employee while such Transferred Business Employee is employed by Purchaser or any of its Affiliates (including the Company) or any Transferred Business Employee who was employed by Purchaser or any of its Affiliates (including the Company) within six (6) months prior to such time, or cause, induce, influence or encourage to terminate, reduce or modify any Transferred Business Employee's relationship with the Purchaser or any of its Affiliates (including the Company) while so employed. Notwithstanding the foregoing, no Seller Party shall be deemed to have violated the covenants in this Section 5.4(b) (i) by publishing or running advertisements and general solicitations in or through any print, broadcast, internet, direct mail or other medium to generally solicit qualified job applicants to apply for employment opportunities within Seller Parent or any Seller Parent Subsidiary and not specifically directed to any Transferred Business Employee, (ii) hiring any Transferred Business Employee who is terminated by Purchaser or Company within six (6) months following the Closing Date, provided that no breach of the foregoing provisions of this Section 5.4(b) has occurred with respect to such Transferred Business Employee.

(c) During the Restricted Period, without the prior written consent of the Purchaser, each Seller Party will not, and will cause each Seller Parent Subsidiary to not, directly or indirectly, cause, induce, influence, encourage or solicit any Material Business Relationship or any other customer, vendor or supplier that is a party to any Assumed Contract (other than Seller Parent or any Seller Parent Subsidiary) to terminate or modify in any respect any such relationship with the Company. Notwithstanding the foregoing sentence, Seller Parent and any Seller Parent Subsidiary may enter into any relationship with any customer, vendor or supplier of the Business, including any Material Business Relationship, provided that Seller Parent and such Seller Parent Subsidiaries comply with the restrictions set forth in Section 5.4(a) of this Agreement.

(d) The Parties acknowledge that the restrictions contained in this Section 5.4 are reasonable and necessary to protect the legitimate interests of the Purchaser and its Affiliates and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 5.4 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 5.4 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

5.5 Collection of Accounts Receivable .

(a) From and after the Closing, Seller shall promptly (but in no event later than five (5) days after receipt thereof) remit to the Company, in the form received or in such other form as the Company may reasonably request, any payments or remittances which Seller or any of its Affiliates receive and which are included in the Contributed Assets or are in payment of any Contributed Account Receivable or which otherwise belong to the Company, regardless of the form in which received (be it cash, instruments or other property), all of which Seller acknowledges and agrees are and shall be the property of, and for the account and for the benefit of, the Company. From and after the Closing, the Purchaser shall promptly (but in no event later than five (5) days after receipt thereof) remit to Seller, in the form received or in such other form as Seller may reasonably request, any payments or remittances which the Purchaser or any of its Affiliates receive that are included in the Excluded Assets or which otherwise belong to Seller or any of its Affiliates, regardless of the form in which received (be it cash, instruments or other property), all of which the Purchaser acknowledges and agrees are and shall be the property of, and for the account and for the benefit of, Seller.

(b) During the period commencing on the Closing Date and ending on the ninetieth (90 ^th ) day after the Closing Date, (i) Purchaser shall use commercially reasonable efforts to collect the Contributed Accounts Receivable an d (ii) Seller and Seller Parent shall assist Purchaser (as reasonably requested by Purchaser and as set forth in the Transition Services and Arrangements Agreement) in the collection of the Contributed Accounts Receivable. Subject to and in accordance with Section 2.5 , any Uncollected Contributed Accounts Receivable remaining uncollected as of the ninetieth (90 ^th ) day after the Closing shall be transferred to Seller, and the amount of such Uncollected Contributed Accounts Receivable shall be deducted from the Accounts Receivable amount reflected on the Closing Working Capital Statement. If Purchaser subsequently collects any such Uncollected Contributed Accounts Receivable, Purchaser shall promptly remit to Seller or Seller Parent (as directed by Seller and Seller Parent) the amount so collected.

5.6 Tax Matters .

(a) Seller shall be responsible for, and covenant and agree to pay, or cause to be paid, as and when due, any and all Taxes due and payable in respect of the operation of the Business or the ownership, use and possession of the Contributed Assets before the Closing (whether or not such Taxes are due and payable as a result of the Transactions), and any Taxes due and payable as a result of the Transactions. Seller shall furnish or cause to be furnished to the Purchaser, upon request and as promptly as reasonably practicable, such information and assistance relating to the Contributed Assets (including access to books and records), the Business and Transferred Business Employees as is reasonably necessary for the preparation and filing by the Purchaser or any of its Affiliates of any Tax Returns, the making by Purchaser or any of its Affiliates of any election related to Taxes, and the preparation, prosecution or defense by the Purchaser or any of its Affiliates of any Action relating to any Tax or Tax Return by any Tax Authority.

(b) Purchaser shall furnish or cause to be furnished to Seller, upon request and as promptly as reasonably practicable, such information and assistance relating to the operation

of the Business prior to the Closing (including access to books and records) as is reasonably necessary for the preparation and filing by Seller or any of its Affiliates of any Tax Returns, the making by Seller or any of its Affiliates of any election related to Taxes, and the preparation, prosecution or defense by Seller or any of its Affiliates of any Action relating to any Tax or Tax Return by any Tax Authority.

(c) Seller shall comply, and shall provide the Purchaser with the information and documentation (to the extent not included in the Business Records) required for the Purchaser to comply, and reasonably cooperate with the Purchaser in its compliance, with all applicable bulk sales and tax notification Laws (and all similar laws, rules and regulations) of every jurisdiction in which the Contributed Assets are located relating to the Contribution of the Contributed Assets as contemplated by this Agreement.

5.7 Business Trademarks . Effective as of the Closing and thereafter, Seller, Seller Parent and each of their respective Affiliates and Predecessors shall cease all use of the Business Trademarks. Purchaser acknowledges and agrees that "AutoNation," "AutoNationDirect.com" and "AutoNation USA" and similar names and marks, excluding any names or marks using the words, phrases or acronyms "Auto" and "USA" adjacent to each other, shall be deemed to not be similar to the AutoUSA name, and are owned and used without any restriction by Seller and Seller Parent, and each of Seller and Seller Parent acknowledges and agrees that the Business Trademarks shall be deemed not similar to any name or mark of Seller, Seller Parent or any of their respective Affiliates or Predecessors.

5.8 Consents to Assignment of Assumed Contracts . If any Assumed Contracts included in the Contributed Assets may not be transferred without the Consent of another Person, or if such transfer or attempted transfer, absent the Consent of the Person, would constitute a breach thereof or a violation of any Law or Governmental Authorization, or cause or permit the loss or waiver of any right or entitlement thereunder, or cause or permit the termination thereof or any change in the terms thereof (each, a " Nonassignable Contract "), and Purchaser elects to obtain such Consent, then during the term of the Transition Services and Arrangements Agreement, the Seller, at Seller's own cost and expense, shall work cooperatively to assist Purchaser in obtaining such Consents. Provided that Seller complies with the foregoing provisions of this Section 5.8 , Purchaser agrees that: (A) Seller shall have no liability to Purchaser under this Agreement arising out of or relating to the failure to obtain any such Consents or because of the termination of any Contract as a result thereof; (B) no representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (1) the failure to obtain any such Consent, (2) any such termination or (3) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination; and (C) Seller shall not be required to pay any fees or other amounts imposed or demanded by any counterparty to any Nonassignable Contract as a condition to the issuance of any such Consent.

5.9 Business Intellectual Property .

(a) To the extent Seller has not transferred the registrations of all Business Intellectual Property that is the subject of registrations with any Governmental Body or other

third parties (including all Business Trademarks, domain names and short codes) to Company prior to the Closing, Seller shall take all actions required to transfer the registrations of all such Business Intellectual Property to Purchaser, at Seller's own expense (including payment of any fees, compensation or costs imposed in connection with the request for, or as a condition to the transfers of, any such Business Trademarks, domain names and short codes) as soon as possible after the Closing, but in no event later than six (6) months after the Closing Date, and cooperate with Purchaser in endeavoring to obtain, such transfers at no out-of-pocket cost or expense to Purchaser or the Company. For so long after the Closing as such transfers of such Business Intellectual Property have not been obtained, Seller and Seller Parent shall cooperate with Purchaser in any arrangement proposed by Purchaser in good faith, including obtaining adequate license rights at no cost to Purchaser, that is designed to provide for Purchaser the material benefits (including all economic benefits), claims and rights to the applicable Business Intellectual Property and enforcement for the benefit of Purchaser of any and all rights of Seller and Seller Parent in such Business Intellectual Property.

(b) The Parties acknowledge and agree that each of the Company and Seller have sole separate and equal ownership rights, including all copyright rights and other intellectual property rights, in and to the Co-Owned Software and that each such Party is entitled to sole and separate rights to use, transfer, modify, sell, license, sublicense and create derivative works from the Co-Owned Software without any obligations of any nature, including obligations of payment or accounting, to the other Party.

(c) Each of the Seller Parties hereby releases the Purchaser and the Company, and covenants and agrees not to sue Purchaser or the Company, for or with respect to any and all claims of any nature whatsoever related to the ownership or use of the Co-Owned Software (including any derivative works thereof) by Purchaser or the Company after the Closing. The foregoing release and covenant not to sue is personal to each of Purchaser and the Company and may not be transferred or assigned to any third party.

(d) Purchaser hereby releases each of the Seller Parties, and covenants and agrees not to sue either of the Seller Parties, for or with respect to any and all claims of infringement of U.S. Patent No. 6,282,517 related to the ownership or use of the Co-Owned Software (including any derivative works thereof) by either Seller Party prior to or after the Closing; provided that such release and covenant not to sue is limited to any ownership or use of the Co-Owned Software by the Seller Parties solely for receipt, processing and delivery of Consumer Leads. The foregoing release and covenant not to sue is personal to each Seller Party and may not be transferred or assigned to any third party.

5.10 Reservation of Purchaser Common Stock . Promptly after the Closing Date, Purchaser shall duly reserve the number of shares of Purchaser Common Stock that may be issued under the Convertible Note and the Warrant, assuming for such purposes that the Convertible Note and Warrant were converted and exercised as of the Closing Date, and Purchaser shall keep a sufficient number of shares of Purchaser Common Stock reserved for the possible conversion of the Convertible Note and the possible exercise of the Warrant for the duration of the respective terms of the Convertible Note and the Warrant.

5.11 Further Assurances . From time to time after the Closing, as and when requested by any Party, and at such requesting Party's expense (except to the extent this Agreement otherwise imposes the expense with respect to a matter on such Party), any other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to evidence and give effect to the Transactions, including, without limitation, using reasonable efforts to locate and deliver to Purchaser any Assumed Contracts or amendments thereto or other documents that were to be delivered to Purchaser or the Company at Closing but that were not available to be delivered at Closing.

ARTICLE 6
INDEMNIFICATION

6.1 Indemnification by Seller Parties . Subject to the limitations and provisions of Section 6.5 , Seller Parties shall jointly and severally indemnify, defend and hold harmless the Purchaser and its Affiliates, and each of their respective officers, directors, managers, employees, members, partners, stockholders, agents, and other representatives (collectively, " Purchaser Indemnitees ") from, against and in respect of any and all losses, costs, reasonable expenses, claims, damages, Actions, suits, proceedings, hearings, investigations, charges, complaints, demands, injunctions, judgments, Orders, decrees, rulings, directions, dues, penalties, fines, amounts paid in settlement in accordance with this Article 6 , Liabilities, Taxes, Encumbrances, and fees, including interest, penalties and reasonable attorneys and collection agency fees and disbursements (collectively, " Damages "), arising out of, based upon or otherwise in respect of:

(a) any inaccuracy in or breach of any representation or warranty of Seller made in or pursuant to this Agreement; provided, however , that for purposes of determining the amount of any Damages that are indemnifiable under this Section 6.1(a), each such representation and warranty shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty), but except for purposes of Section 6.5(a), the materiality or Material Adverse Effect or similar standards or qualifications contained in such representations and warranties will be considered for purposes of determining whether or not there has been a breach of such representation and warranty prior to determining the amount of any Damages, if any;

(b) any breach or nonfulfillment of any covenant or obligation of either Seller Party contained in this Agreement or the Transition Services and Arrangements Agreement;

(d) all Excluded Assets;

excluding any such Damages arising out of, based upon or otherwise in respect of any Damages for which Purchaser is obligated to indemnify any Seller Indemnitee under Section 6.2 .

6.2 Indemnification by the Purchaser . The Purchaser shall indemnify, defend and hold harmless Seller Parties and their respective Affiliates, and each of their respective officers, directors, managers, employees, members, partners, stockholders, agents, and other representatives (collectively, the " Seller Indemnitees ") from, against and in respect of any and all Damages arising out of, based upon or otherwise in respect of: (a) any inaccuracy in or breach of any representation or warranty of the Purchaser made in or pursuant to this Agreement; and (b) any breach or nonfulfillment of any covenant or obligation of the Purchaser contained in this Agreement or the Transition Services and Arrangements Agreement, excluding any such Damages arising out of, based upon or otherwise in respect of any Damages for which Seller Parties are obligated to indemnify any Purchaser Indemnitee under Section 6.1 .

6.3 Inter-Party Claims . Any Person seeking indemnification pursuant to this Article 6 (the " Indemnified Party ") shall promptly notify the other Person(s) from whom such indemnification is sought (the " Indemnifying Party ") of the Indemnified Party's assertion of such claim for indemnification, but failure to give such notice within any particular time period shall not adversely affect the Indemnified Party's rights to indemnification except to the extent that the Indemnifying Party can show that the failure to give such notice on a timely basis materially and adversely affected the Indemnifying Party's ability to defend the claim or materially impeded the Indemnifying Party's ability to mitigate the claim. Each such notice shall specify in reasonable detail, to the extent known at the time of the notification, the nature of the Damages that may result from such claim and the basis for the claim.

6.4 Third Party Claims .

(a) Each Indemnified Party shall promptly notify the Indemnifying Party of the assertion by any third party of any claim to which the indemnification set forth in this Article 6 relates (which shall also constitute the notice required by Section 6.3 ), but failure to give such notice within any particular time period shall not adversely affect the Indemnified Party's rights to indemnification except to the extent that the Indemnifying Party can show that the failure to give such notice on a timely basis materially and adversely affected the Indemnifying Party's ability to defend the claim or materially impeded the Indemnifying Party's ability to mitigate the claim. Each such notice shall specify in reasonable detail, to the extent known at the time of the notification, the nature of the Damages that may result from such claim and the basis for the claim.

(b) Except as set forth below in this Section 6.4(b) , the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days after the receipt of any such notice, to undertake the defense of such third-party claim. The failure of the Indemnifying Party to give such notice and to undertake the defense of such a claim shall constitute a waiver of the Indemnifying Party's rights to defend such third-party claim under this Section 6.4(b). Notwithstanding the foregoing, under no circumstances shall an Indemnifying Party be entitled to undertake the defense of a third-party claim if (i) such claim could result in criminal proceedings or liability for any the Purchaser Indemnitee, (ii) such claim involves requests for injunctive or other equitable relief in respect of a Purchaser Indemnitee or its business or (iii) such claim could result in Damages that, taken with Damages with respect to other existing claims of the Purchaser Indemnitees under this Article 6 , would not be fully

indemnified hereunder or could exceed the Indemnification Cap Amount, or (iv) such claim is related to Taxes. In any such event, the Indemnifying Party shall have the right to participate in such defense at its sole cost and expense.

(c) The Indemnified Party shall not settle any claim without the Indemnifying Party's consent, which will not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall, subject to obligations of confidentiality or other restrictions under Contract or Law, make available to the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party for the use of the Indemnifying Party and its representatives in defending any such claim, and shall in other respects give reasonable cooperation in such defense.

(d) The Indemnifying Party must obtain the prior written consent of the Indemnified Party (which the Indemnified Party will not unreasonably withhold, condition or delay) before entering into any settlement or compromise of such claim or proceeding or ceasing to defend such claim or proceeding. Notwithstanding the foregoing, the Indemnifying Party may, without the prior written consent of the Indemnified Party, settle or compromise any third-party claim, or consent to the entry of judgment with respect to a third-party claim, provided such settlement, compromise, or judgment involves solely the payment of monetary damages by the Indemnifying Party and includes, as an unconditional term thereof, a full and complete release of the Indemnified Party by the claimant or the plaintiff of all Liability with respect to such claim.

(e) The election by the Indemnifying Party, pursuant to Section 6.4(b) , to undertake the defense of a third-party claim shall not preclude the party against which such claim has been made also from participating or continuing to participate in such defense, so long as such party bears its own legal fees and expenses for so doing, provided that such defense shall be controlled by the Indemnifying Party.

6.5 Limitations and Requirements .

(a) In the absence of fraud or intentional misrepresentation, Seller Parties shall have no obligation to indemnify the Purchaser Indemnitees against Damages pursuant to Section 6.1(a) unless and until the aggregate of all such Damages exceeds the Indemnification Basket Amount, in which event the Purchaser Indemnities shall be entitled to indemnification for Damages in excess of the Indemnification Basket Amount; provided , however , that the above limitation with respect to the Indemnification Basket Amount shall not be applicable to any claim for Damages based upon a breach of any representation or warranty made in or pursuant to Sections 3.1 , 3.2 , 3.3 , 3.7(a), (d), (e) and (f) , 3.11 , 3.20 , 3.23 , 3.26 or 3.29 .

(b) In the absence of fraud or intentional misrepresentation, Seller Parties shall not be obligated to indemnify the Purchaser Indemnitees against Damages pursuant to Section 6.1(a) in an aggregate amount that exceeds the Indemnification Cap Amount, provided , however , that the foregoing limitation with respect to the Indemnification Cap shall not be applicable to any claim for Damages based upon a breach of any representation or warranty made in or pursuant to Sections 3.1 , 3.2 , 3.3 , 3.7(a), (d), (e) and (f) , 3.11 , 3.20 , 3.23 . 3.26 or 3.29 .

(c) The representations, warranties and covenants and obligations of the Parties under this Agreement are intended to benefit the Parties and shall survive the Closing until the end of the Indemnification Period; provided , however , that:

(i) any claims for indemnification made during the Indemnification Period or the periods set forth below in Section 6.5(c)(ii) , (iii) , and (iv) , as applicable, shall survive the Closing until final resolution thereof;

(ii) any claims for indemnification relating to the matters set forth in Sections 3.11 , 3.20 , 3.23 , 3.26 or 3.29 or 4.4 or for fraud or intentional misrepresentation shall survive the Closing for a period ending sixty (60) days following the expiration of the applicable statute of limitations;

(iii) any claims for indemnification relating to the matters set forth in Sections 3.1 , 3.2 , 3.3 , 3.7(a), (d), (e) and (f) , 4.1 , 4.2 , 4.3 and 4.6 shall survive the Closing indefinitely; and

(iv) any claims for indemnification for breaches of any covenants and agreements of the Parties contained in this Agreement, including the indemnification covenants of the Parties under this Article 6, shall survive the Closing indefinitely, it being understood and agreed that the covenants and agreements of the Parties shall survive the Closing indefinitely.

(d) In no event shall an Indemnifying Party be responsible for any Damages that are indirect, special, incidental, consequential or punitive other than with respect to any such Damages that result from fraud or intentional misrepresentation, or that are asserted by a third party in connection with any third party claim. No Damages shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by the Purchaser in the valuation of the Business. Any Damages hereunder shall be determined without duplication of the amount of recovery by reason of the facts giving rise to such indemnification claim based upon a breach of more than one representation, warranty or covenant under this Agreement.

6.6 Mitigations of Damages . Each Indemnified Party shall take all reasonable steps to mitigate its Damages upon and after becoming aware of any event that could reasonably be expected to give rise to any claim for indemnification under this Article 6. The costs or expenses of any such mitigation shall constitute additional Damages subject to indemnification.

6.7 Tax, Insurance and other Third Party Recoveries . In calculating any Damages for purposes of this Section 6, the amount of such Damages shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Damages (net of actual, out of pocket costs of recovery and increased premiums), (ii) any actual recovery by the Indemnified Party from any other Person with respect to such Damages (net of any costs of recovery), and (iii) any Tax benefit actually received by the Indemnified Party with respect to such Damages; provided that no Tax benefit shall be treated for purposes of this sentence as having been received unless, until and then only to the extent that such Indemnified Party shall have had Taxes which it would otherwise be required to pay (or have paid on its behalf) reduced or eliminated, or received a greater refund than it would otherwise have

received, in each case, as a result of such Tax benefit (after taking into account all other deductions and credits). Neither submission to insurance of any insurable claim otherwise giving rise to indemnification under this Article 6 nor the taking of actions with respect to third party recoveries from third parties shall be a condition precedent to any Indemnified Party's recovery for indemnification under this Article 6, and no Indemnified Party shall be obligated to submit any such claims to its insurance carrier or pursue any third party recoveries, nor shall any Indemnified Party be obligated to continue to pursue insurance recovery or third party recovery if initially pursued. In the event an actual insurance recovery, third party recovery or Tax benefit relating to an indemnification payment is received after the Indemnified Party has received an indemnification payment hereunder that did not take into account such insurance recovery, third party recovery or Tax benefit, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the lesser of such insurance recovery, third party recovery or Tax benefit and the amount of the related indemnification payment. The Parties acknowledge the intent of this Section 6.7 is to avoid any actual double recovery of Damages by any Indemnified Party in the event of any actual recovery of insurance proceeds, third party recoveries or realization of Tax benefits.

6.8 R ight of Set-Off . The Purchaser, on behalf of itself and any other Purchaser Indemnitee, may set-off any amounts owed pursuant to a Final Determination (as defined below) to any of them by either Seller Party pursuant to this Article 6 against any amounts or consideration owed by Purchaser to either Seller Party under any Transaction Document (including the Closing Working Capital (if amounts are due Purchaser), the Convertible Note or the Warrant). Pending a Final Determination with respect to an indemnification claim under this Article 6, Purchaser shall be entitled to withhold payment of any such amounts or consideration, and any such withholding shall not constitute a breach or default under the underlying obligation subject to such withholding. " Final Determination " means with respect to any indemnification claim under this Article 6 (i) the mutual written agreement of the Parties resolving such indemnification claim or (ii) a final, binding and non-appealable Order resolving such indemnification claim.

6.9 Effect of Due Diligence Investigation .

(a) The representations, warranties, covenants and obligations of an Indemnifying Party, and an Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation or due diligence conducted by or on behalf of the Indemnified Party (including by any of its representatives) prior to the Closing, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the inaccuracy of any representation or warranty, or on the non-performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy based on such representations, warranties, covenants or obligations. Notwithstanding the foregoing provisions of this Section 6.9 , an Indemnified Party shall not be entitled to obtain indemnification under this Article 6 with respect a particular indemnification claim to the extent the Indemnified Party had actual knowledge prior to Closing (i) of the particular facts or circumstances that gave rise to the claim for indemnification and (ii) that such particular facts or circumstances would constitute the basis for a claim for indemnification under this Article 6 .

(b) Purchaser acknowledges and agrees that (i) none of the Seller, the Company or their Affiliates has made any representations or warranties regarding the Seller, the Seller Parent, the Company, the Business, the Contributed Assets, the Assumed Contracts, the Assumed Liabilities and Obligations, the Membership Interests, the assets or operations of the Business or otherwise in connection with the Transactions, other than the representations and warranties expressly made by Seller in Article 3 of this Agreement and (ii) the Purchaser shall have no claim or right to indemnification pursuant to this Article 6 or otherwise, and neither Seller nor any other Person shall have or be subject to any liability to the Purchaser or any other Person, with respect to any information, documents or materials furnished or made available by or on behalf of Seller to the Purchaser in certain "data rooms," management presentations or any other form in contemplation of the transactions contemplated by this Agreement unless covered by the representations and warranties expressly made by Seller in Article 3 . Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that no projection, forecast or prediction provided by Seller, is or shall be deemed to be a representation or warranty by the Seller (or any other Person) to the Purchaser, under this Agreement or otherwise. Purchaser further acknowledges and agrees that materials it and its representatives have received from the Seller and its representatives include projections, forecasts and predictions relating to the Business; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that the Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluations of the adequacy and accuracy of all projections, forecasts and predictions so furnished; that the Purchaser shall not have any claims against the Seller or its Affiliates with respect to such projections, forecasts and predictions. Purchaser acknowledges that no Person (other than Seller to the extent set forth in this Agreement or any Transaction Documents) has been authorized by the Seller to make any representation or warranty regarding (and on behalf of) the Seller, the Seller Parent, the Company, the Business, the Contributed Assets, the Assumed Contracts, the Assumed Liabilities and Obligations, the Membership Interests, the assets or operations of the Company, or the Transactions and, if made, such representation or warranty may not be relied upon as having been authorized by the Seller unless also made by Seller in this Agreement. The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Article 3 , has formed an independent judgment concerning the Seller, the Company, the Membership Interests, and the Business, and (ii) has conducted such investigations of the Seller, the Company, the Business, the Contributed Assets, the Assumed Contracts, the Assumed Liabilities and Obligations, the Membership Interests, and the assets or operations of the Seller and the Company, as the Purchaser deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the express representations and warranties of the Seller set forth in Article 3 . The Purchaser further acknowledges and agrees that it understands that substantially all of the Assumed Contracts contain termination without cause provisions that allow the other party to any such Assumed Contract to terminate such Assumed Contract upon advanced notice (generally 30 to 90 days' notice). The Purchaser further acknowledges and agrees that it will not at any time assert any claim against the Seller or its Affiliates, including Seller Parent, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, the Business, the Contributed Assets, the Assumed Contracts, the Assumed Liabilities and Obligations, the

Membership Interests, and the assets or operations of the Seller and the Company, other than (x) any inaccuracies or misstatements in the representations and warranties expressly set forth in Article 3 hereof (subject to the limitations and expiration set forth in Section 6.5 ) or (y) in connection with a claim for fraud or intentional misrepresentation.

6.10 Remedies Exclusive . Except with respect to the matters covered in the next succeeding sentence of this Section 6.10 , the indemnification rights of the Parties under this Article 6 shall be the sole and exclusive remedies of the Parties for any Damages (including any Damages from claims for breach of contract or warranty, tortious conduct (including negligence) or otherwise) and whether predicated on common law, statute, strict liability, or otherwise (except in the case of fraud or intentional misrepresentation) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of any representation or warranty in this Agreement by another Party or any failure by the another Party to perform or comply with any covenant or agreement in this Agreement that, by its terms, was to have been performed or complied with by such other Party. Notwithstanding the foregoing, (a) the Parties shall have the right to seek specific performance in accordance with Section 7.6(c) and (b) in no event shall the limitations set forth in this Section 6.10 apply to Damages that result from fraud or intentional misrepresentation.

6.11 Tax Treatment of Indemnification Payments . All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Consideration for Tax purposes, unless otherwise required by Law.

ARTICLE 7
MISCELLANEOUS

7.1 Entire Agreement . This Agreement, together with the schedules and exhibits hereto, and the other Transaction Documents, constitute the sole understanding of the Parties with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof and thereof. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth herein or in the other Transaction Documents.

7.2 Parties In Interest . No Party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Parties. Notwithstanding the foregoing, any Party may assign this Agreement in its entirety, upon prior written notice to the other Parties, to (i) any entity controlling, controlled by, or under common control with, the assigning Party, (ii) a purchaser of all or substantially all of the assigning Party's assets, or (iii) to any person or entity that succeeds the Party by operation of law; provided that, in each such case (1) the assignee has the financial and other resources necessary to perform all obligations under this Agreement; (2) the assignee agrees in writing to be bound by this Agreement; and (3) the assigning Party provides the other Parties with written notice of such assignment prior to such assignment being made. This Agreement will be binding on and inure to the benefit of each Party and to each Party's respective permitted successors and assigns. This Agreement is intended for the sole benefit of, and is only enforceable by, the Parties and their respective successors and permitted assigns, and no right, benefit or remedy of any nature whatsoever is intended to be conferred upon any other Person by reason of this Agreement.

7.3 Modification and Waiver . No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the Parties, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the Party which is entitled to the benefits of such waived terms or provisions of this Agreement and the same shall not be deemed to or constitute a waiver of any other provision hereof (whether or not similar). No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

7.4 Notices . Any notice, request or other communication to be given hereunder by any Party hereto to any other Party shall be in writing and shall be given by delivery in person, by electronic facsimile transmission, by overnight courier or by registered or certified mail, postage prepaid,

if to the Purchaser, to:

Autobytel Inc.

18872 MacArthur Blvd., Suite 200

Irvine, CA 92612-1400

Attention: Glenn E. Fuller

Executive Vice President, Chief Legal and

Administrative Officer and Secretary

Fax: (949) 862-1323

with a copy to (which shall not constitute notice):

Drinker Biddle & Reath LLP

105 College Road East

P.O. Box 627

Princeton, NJ 08542-0627

Attention: James Biehl, Esq.

Fax: (609) 799-7000

if to either Seller Party, to:

AutoNationDirect.com, Inc.

c/o AutoNation, Inc.

200 SW 1st Avenue

Suite 1400

Fort Lauderdale, FL 33301

Attention: Jonathan P. Ferrando

Coleman Edmunds

Fax: (954) 769-6527

with a copy to (which shall not constitute notice):

Akerman LLP

One Southeast Third Avenue

25th Floor

Miami, FL 33131

Attention: Jonathan L. Awner, Esq.

Fax: (305) 374-5095

or at such other address for a Party as shall be specified by like notice. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received on a Business Day in the place of receipt before 5:00 p.m. in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

7.5 Governing Law . All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

7.6 Dispute Resolution, Forum .

(a) The Parties consent to and agree that any dispute or claim arising out of, or in any way related to, this Agreement shall be submitted to binding arbitration in the Arbitration Venue, and conducted in accordance with the Arbitration Organization's rules of practice then in effect or such other procedures as the Parties may agree in writing, and the Parties expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. The Parties further agree that (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statue(s) of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least ten (10) years' experience in commercial matters; (iii) costs and fees of the arbitrator shall be borne by the Parties equally, unless the arbitrator or arbitrators determine otherwise; (iv) depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings; and (v) the award or decision of the arbitrator, which may include equitable relief, shall be final, and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter. The arbitrator shall be required to follow applicable law in rendering the arbitrator's decision.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) The Parties acknowledge and agree that money damages may not be a sufficient remedy for a breach of certain provisions of this Agreement, including but not limited to Sections 5.3 and 5.4 , and accordingly, a non-breaching Party may be entitled to specific performance and injunctive relief as remedies for such violation. Accordingly, the Parties agree that a non-breaching party may seek relief in a court of competent jurisdiction for the purposes of seeking equitable relief (including specific performance) hereunder, notwithstanding Section 7.6(a)(v) above, and that such remedies shall not be deemed to be exclusive remedies for a violation of the terms of this Agreement but shall be in addition to all other remedies available to the non-breaching party at law or in equity.

(d) In any action, or other proceeding by which a Party either seeks to enforce its rights under this Agreement, or seeks a declaration of any rights or obligations under this Agreement, whether an arbitration under Section 7.6(a) or an equitable action in a court of competent jurisdiction under Section 7.6(c) , the prevailing party will be entitled to reasonable attorneys' fees, and subject to Section 7.6(a) above, reasonable costs and expenses incurred to resolve such dispute and to enforce any final judgment.

7.7 Counterparts; Facsimile or PDF Signatures . This Agreement may be executed in counterparts, each of which will be deemed an original hereof and all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or PDF signature by any Party and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

[ The remainder of this page intentionally left blank; signature page and exhibits follow ]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf as of the date first above written.

	Autobytel Inc.
	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

	AutoNation, Inc., a Delaware corporation
	By:	/s/ C. Coleman Edmunds
		C. Coleman Edmunds, Senior Vice President, Deputy General Counsel & Assistant Secretary

	AutoNationDirect.com, Inc., a Delaware corporation
	By:	/s/ C. Coleman Edmunds
		C. Coleman Edmunds, Assistant Secretary

[SIGNATURE PAGE TO MEMBERSHIP INTEREST PURCHASE AGREEMENT]

Exhibit A

Contributed Assets

The Contributed Assets consist of all of the assets, rights, privileges, interests and properties, of every type and description, owned, leased, used, or held for use by Seller solely with respect to the Business, except for the Excluded Assets, and consist of the following:

All current assets of Seller solely relating to the Business, including all Business Accounts Receivable ($2,933,782 as reflected in the Preliminary Closing Working Capital Schedule and subject to adjustment as provided in the Agreement).

All Business Tangible Personal Propert y.

All Business Intellectual Property, and the Co-Owned Software listed on Exhibit A-1 .

All Assumed Contracts .

All Business Trademarks.

All Business Relationships.

All Business Records.

All Business Governmental Authorizations , to the extent transferable.

All prepaid expenses and deposits paid by Seller or Seller Parent (with respect to the Business), including all advances made by Seller or Seller Parent to any Person, and all other prepaid items, credits, and discounts for or toward the purchase of goods or services (totaling $43,699 as listed on the Preliminary Closing Working Capital Schedule and subject to adjustment as provided in the Agreement).

All telephone and fax numbers related to the Business .

All goodwill and going concern value of and related to the Business .

The following lock box and related account: Bank of America, N.A., Account Number * , Lockbox 406909.

All rights to the following post office box:

P.O. Box # 14306

Alridge Station 245

400 NW 7 ^th Avenue

Ft. Lauderdale, FL 33311

A ll rights, claims, credits, causes of action, rights to indemnification and contribution or rights of set-off (with respect to the Business) of Seller, Seller Parent or any of their respective Affiliates against third parties, whether choate or inchoate, known or unknown, contingent or non-contingent.

A ll express or implied warranties of manufacturers, sellers, or lessors of any Contributed Assets.

Portions of this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

Exhibit A-1

Co-Owned Software

WEB BASED ONLINE APPLICATIONS

Autousadealers.com (main administrative portal). This is used both internally by the Seller and the AutoUSA team and externally by lead partners and dealer customers. Based on user security rights, access to the below applications are provided.

Exhibit B

Assumed Contracts, Liabilities and Obligations

I. Assumed Contracts

All of those customer Contracts and vendor Contracts listed on Schedule 3.17(a) .

All of those Contracts related to noncompetition, confidentiality and nondisclosure, nonsolicitation, Intellectual Property assignments or similar restrictive covenants in favor of Seller Party, Seller Parent or any of their respective Affiliates or Predecessors with respect to the Business, including all of the foregoing to which any current Business Employee is a party (if not retained by Seller after the Transition Period) or to which any former Business Employee whose employment with Seller terminated after January 1, 2012 (but as to such former Business Employees, only as to Intellectual Property assignments).

II. Assumed Liabilities and Obligations

All Liabilities or obligations arising under or related to any Assumed Contract after the Closing Effective Time.

All Severance obligations listed on Exhibit H.

All Liabilities or obligations related to the operation of the Business or ownership of the Contributed Assets after the Closing Effective Time.

All accounts payable and accrued Liabilities relating to the Business ($2,269,859.00 as reflected in the Preliminary Closing Working Capital Schedule and subject to adjustment as provided in the Agreement).

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Exhibit C

Closing Schedule

This Exhibit has been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

Exhibit D

Disclosure Schedule

Exhibit E

Preliminary Closing Working Capital Schedule

Exhibit F

Excluded Assets

All assets of the Seller which are not Contributed Assets, and all assets of Seller Parent.

With respect to the Business, the following assets are Excluded Assets and not Contributed Assets:

All telephone and fax numbers starting with the numbers 954-769-XXXX and 954-588-XXXX.

All cash and cash equivalents, except for cash in Bank of America, N.A., Account Number * , Lockbox 406909, on the Closing Effective Date.

All bank accounts, checking accounts, trust accounts, suspense accounts or similar accounts, and safe deposit boxes of Seller or Seller Parent, except for Bank of America, N.A., Account Number * , Lockbox 406909.

All leasehold improvements.

"ZTrack" Contract and eFax contract, and all telephone numbers associated with such contracts.

Telephone switches, equipment and handsets, including cellular telephones and devices.

Copier C5255.

IT Networking Equipment.

Microsoft Licenses.

Any intercompany receivables or payables or balances between Seller and Seller Parent or any Seller Parent Subsidiary.

Contracts for Facilities Services related to the office space used by the Business.

Furniture and fixtures in the training room, and the television in the conference room, in the "AutoUSA/Dealership shared space" shown on Schedule A-1 to the Transition Services and Arrangements Agreement.

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Exhibit G

Excluded Liabilities and Obligations Schedule

The Excluded Liabilities and Obligations include, without limitation, the following Liabilities and Obligations of Seller, Seller Parent or any of their respective Affiliates or Predecessors:

Any and all breaches, if any, of any Assumed Contract by Seller, Seller Parent or any of their respective Affiliates or Predecessors arising from or related to the operation of the Business prior to the Closing Effective Time.

All Liabilities or obligations arising under or related to any Assumed Contract prior to the Closing Effective Time.

All Liabilities and obligations of Seller, Seller Parent or any of their respective Affiliates or Predecessors with respect to the employment of any Business Employee prior to the Closing Effective Time, including any Liabilities or other obligations described in Section 5.1 of the Agreement or arising under or related to any Employee Benefit and Compensation Plans and Arrangements (including any Liabilities or obligations under ERISA).

All Liabilities or obligations for any Taxes related to arising as a result of the operation of the Business or ownership of the contributed Assets prior to the Closing Effective Time.

All Liabilities or obligations for any violations of or noncompliance with any Laws related to arising or as a result of the operation of the Business or ownership of the contributed Assets prior to the Closing Effective Time.

All Liabilities with respect to the Action set forth in Section 3.9 of the Disclosure Schedule .

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Exhibit H

Business Employees Severance Arrangements Schedule

Purchaser will pay for or reimburse to Purchaser or Business Employee, as applicable, the following severance, COBRA reimbursements and outplacement services with respect to certain Business Employees at closing or upon expiration of the applicable transitional employment period. Purchaser's total obligation for severance, COBRA reimbursement and outplacement services shall not to exceed $500,000.00 in the aggregate:

Exhibit I

Form of Convertible Note*

* Omitted. Filed under separate Exhibit 10.1 to this Current Report on Form 8-K.

Exhibit J

Form of Warrant*

* Omitted. Filed under separate Exhibit 10.2 to this Current Report on Form 8-K.

Exhibit K

Form of Shareholder Agreement*

* Omitted. Filed under separate Exhibit 10.3 to this Current Report on Form 8-K.

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN MAKER AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO THE MAKER AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS AND SELECTED BY THE HOLDER) IN FORM AND SUBSTANCE SATISFACTORY TO MAKER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JANUARY 13, 2014 (“MEMBERSHIP INTEREST PURCHASE AGREEMENT”) AND IS SUBJECT TO VARIOUS RIGHTS OF OFFSET BY MAKER UNDER THE MEMBERSHIP INTEREST PURCHASE AGREEMENT.

SHARES THAT MAY BE ISSUED UPON CONVERSION OF THIS INSTRUMENT ARE SUBJECT TO THE TERMS OF A SHAREHOLDER REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 13, 2014 (“SHAREHOLDER AGREEMENT”) AND ARE SUBJECT TO VARIOUS RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND STANDSTILL PROVISIONS UNDER THE SHAREHOLDER AGREEMENT.

CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$1,000,000.00

January 13, 2014

FOR VALUE RECEIVED, Autobytel Inc., a Delaware corporation (“ Maker ”), hereby promises to pay to the order of AutoNationDirect.com, Inc., a Delaware corporation (“ Holder ”), the principal sum of One Million Dollars and 00/100 Dollars ($1,000,000.00), together with interest on the outstanding principal balance of this Note from time to time outstanding from the date hereof until this Note is paid in full. Such principal and interest shall be payable on the terms and conditions set forth in this Note. This Note is being issued pursuant to a Membership Interest Purchase Agreement dated as of January 13, 2014 among Maker, Holder and certain other parties thereto (“ Membership Interest Purchase Agreement ”).

1. Interest Rate .

(a) The principal sum outstanding from time to time under this Note shall bear interest at the rate of six percent (6%) per annum (calculated on a simple interest basis), from the date hereof until the principal balance of this Note is paid in full. All interest under this Note shall be paid as provided in Section 2 below.

(b) Both before and after any Event of Default, interest shall be calculated on the basis of a 364-day year (consisting of four (4) quarters, each quarter consisting of ninety-one (91) days) and the actual number of days elapsed in any calendar year or part thereof.

2. Principal and Interest Payments; Maturity Date .

(a) Subject to Sections 5, 6 and 7 below, accrued interest shall be paid quarterly in arrears no later than the seventh (7th) Business Day following the end of each calendar quarter and any accrued but unpaid interest at the time of maturity shall be paid in full in cash on the Maturity Date (as defined below).

(b) The entire outstanding balance of this Note shall be paid in full in cash on or prior to January 31, 2019 (“ Maturity Date ”). If Maker wishes to make any payment before the Maturity Date, it shall give Holder at least five (5) Business Days prior written notice thereof (“ Prepayment Notice ”) setting forth the amount of such prepayment (“ Prepayment Amount ”).

(c) If any payment of principal or interest becomes due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day. For purposes of this Note, the term “ Business Day ” shall mean any day other than a Saturday, Sunday or holiday on which banks in the City of New York are or may elect to be closed.

(d) Amounts repaid or prepaid under this Note may not be reborrowed.

(e) Payments of principal and interest shall be made in lawful currency of the United States of America by wire transfer of immediately available funds to the bank account of Holder set forth on Exhibit A to this Note or to such other bank account as Holder may from time to time designate in writing to Maker.

3. Subordination . The obligations of Maker under this Note are, and shall at all times be, unsecured. The obligations of Maker hereunder are and shall, at all times be, subject and subordinate in all respects to the obligations of Maker to any secured lender, whether now existing or hereafter arising (“ Senior Debt Obligations ”). Notwithstanding anything contained herein to the contrary, as long as either (i) no Event of Default (as such term is defined in the applicable document evidencing the Senior Debt Obligations) exists or would result from the making of any payment of principal or accrued interest under this Note, or (ii) no action to enforce the Senior Debt Obligations has been commenced by the holder of any Senior Debt Obligation and is continuing, Maker shall pay, and Holder shall be entitled to accept and retain, any such payment of principal or accrued interest under this Note; provided, however, that any payments received by Holder in violation of this paragraph shall be held by Holder in trust for the holders of the Senior Debt Obligations and shall be turned over by Holder to the holders of

the Senior Debt Obligations in the form received (together with any necessary endorsement). Except with respect to payments Maker is authorized to pay to Holder hereunder, Holder shall not ask, demand, accelerate, sue for, take or receive payments from Maker, whether by setoff, guarantee or in any other manner, the whole or any part of any amounts which may now or hereafter owing by Maker to Holder unless and until the Senior Debt Obligations shall have been fully and finally paid in cash and satisfied with interest, fees and costs and all financing arrangements between Holder and the holders of Senior Debt Obligations have been terminated; provided, however, Holder shall only be entitled to join in any proceeding initiated by the holder or holders of Senior Debt Obligations that are necessary to protect Holder’s interests under this Note. Holder agrees to execute and deliver any such documents or agreements that may be required by any senior lender in connection with the foregoing.

4. Events of Default . The occurrence of any of the following events shall be an “ Event of Default ” under this Note:

(a) the nonpayment of any principal, interest or other amount due under this Note on the date such payment is due, unless such default is cured by Maker within five (5) Business Days after the date such payment is due;

(b) the filing by or against Maker of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against Maker, such proceeding is not dismissed or stayed within 120 days of the commencement thereof);

(c) the appointment of (or taking possession by) a receiver, liquidator, assignee, trustee, custodian or other similar official for Maker or any assignment by Maker for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any material property of Maker;

(d) the insolvency of Maker or Maker admits in writing its inability to pay its debts as they become due;

(e) Maker defaults in the due performance or observance of any material covenant to be performed pursuant to this Note and such default is not cured by Maker within ten (10) days after receiving notice of such default from Holder; or

(f) a Final Determination that Maker has defaulted in the due performance or observance of any material covenant to be performed by Maker pursuant to that certain Warrant dated as of the date hereof and delivered by Maker to Holder or any Senior Debt Obligations and such default is not cured or waived in accordance with the terms thereof. A “ Final Determination ” means with respect to any such default (i) a final, binding and non-appealable Order or (ii) the mutual written agreement of the parties. For the purpose of this definition, an “ Order ” means a judgment, decision, order, injunction, decree, award or writ of any governmental body.

5. Remedies .

(a) Subject to any rights of the holders of Senior Debt Obligations to which this Note is subordinated, upon the occurrence of (i) any Event of Default under Section 4(a), (d) or (e), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other sums owing under this Note, shall, at Holder’s option, become immediately due and payable, without presentation, demand or further action of any kind, and Holder may exercise any and all rights and remedies available to Holder under this Note or otherwise available to Holder at law or in equity or (ii) any Event of Default under Section 4(b) or (c), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other sums owing under this Note, shall automatically become immediately due and payable, without presentation, demand or further action of any kind, and Holder may exercise any and all rights and remedies available to Holder under this Note or otherwise available to Holder at law or in equity. In addition, upon the occurrence of any Event of Default, the outstanding principal balance of this Note, together with all accrued interest, then payable to Holder under the terms of this Note shall bear interest from the date of such Event of Default until such Event of Default is cured by payment of all principal and interest then due and payable and brought current at the lower of (i) eight percent (8%) per annum and (ii) the highest legal rate permissible under applicable law. The failure of Holder to accelerate the outstanding principal balance of this Note upon the occurrence of an Event of Default shall not constitute a waiver of such default or of the right to accelerate this Note at any time thereafter so long as the Event of Default remains uncured.

(b) Maker shall be responsible for all reasonable fees and expenses incurred by Holder and its counsel in the collection or attempted collection, by foreclosure or otherwise, of the principal amount of this Note, the interest thereon or any other payment due hereunder (“ Collection Costs ”).

(c) All payments made under this Note shall be applied first to repayment of any outstanding unpaid Collection Costs, then to repayment of any accrued but unpaid interest, and then to repayment of the outstanding principal amount.

6. Voluntary Conversion .

(a) Subject to subparagraph (f) of this Section 6, at any time after January 31, 2017, Holder shall be entitled to convert all or any part of the then outstanding and unpaid principal of this Note into fully paid and nonassessable shares of Maker’s common stock, par value $0.001 per share (“ Common Stock ”), in accordance with this Section 6 (a “ Voluntary Conversion ”); provided, however, that any exercise of this right to Voluntary Conversion must involve a conversion under this Section 6 to not less than Thirty Thousand Six Hundred (30,600) shares of Common Stock, which limitation will be appropriately and equitably adjusted consistent with any adjustments under Section 8 of this Note (“ Minimum Conversion ”). In the event Maker wishes to prepay all or any portion of this Note pursuant to Section 2(b), Holder shall, subject to Section 6(f), be entitled to convert all or any portion of the Prepayment Amount into fully paid and nonassessable shares of Common Stock on the same terms set forth in this Section 6, provided that (i) Holder transmits a Voluntary Conversion Notice (as defined below)

to Maker within five (5) Business Days after receipt by Holder of the Prepayment Notice and (ii) the Voluntary Conversion must involve a conversion of the entire Prepayment Amount if such conversion would be for less than the Minimum Conversion.

(b) The number of shares of Common Stock issuable upon any Voluntary Conversion shall be determined by dividing (i) the principal amount to be converted by (ii) the Conversion Price. For the purposes of this Note, “ Conversion Price ” means Sixteen Dollars and Thirty Four Cents ($16.34) (as adjusted for stock splits, stock dividends, combinations and other similar events in accordance with Section 8).

(c) To effect a Voluntary Conversion on any date (a “ Voluntary Conversion Date ”), Holder shall (i) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion (“ Voluntary Conversion Notice ”) to the Maker setting forth the principal amount of this Note to be converted and (ii) surrender this Note to a common carrier for delivery to the Maker as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the second Business Day following the date of receipt of a Voluntary Conversion Notice, Maker shall transmit by facsimile a confirmation of receipt of such Voluntary Conversion Notice to Holder and Maker’s transfer agent (“ Transfer Agent ”). On or before the fifth (5 ^th ) Business Day following the date of receipt of a Voluntary Conversion Notice, Maker shall arrange for the issuance of the shares of Common Stock being issued upon the Voluntary Conversion. The shares of Common Stock to be issued shall bear such restrictive legends as are required to the Common Stock’s lack of registration under the Securities Act and such other legends as may be required by the Shareholder Agreement.

(d) Upon any Voluntary Conversion pursuant to this Section 6, all interest then accrued or payable on such principal amount through and including the Voluntary Conversion Date shall be paid, at the option of Maker in its sole discretion, either (i) in cash, or (ii) in a number of shares of Common Stock as determined by dividing (A) the aggregate amount of such accrued and unpaid interest by (B) the Conversion Price.

(e) Maker shall not issue any fraction of a share of Common Stock upon any Voluntary Conversion. If the Voluntary Conversion would result in the issuance of a fraction of a share of Common Stock, Maker shall round such fraction of a share of Common Stock down to the nearest whole share, and any fractional share shall be payable in cash based upon the closing price of the Common Stock on the Voluntary Conversion Date.

(f) Notwithstanding the foregoing provisions of this Section 6, Holder’s entitlement to Voluntary Conversion shall become exercisable in full immediately upon Maker’s Board of Directors approving a liquidation, dissolution, winding up or Change in Control (as defined below) of Maker. Maker shall give Holder written notice of any such approval (subject to the next sentence) by Maker’s Board of Directors as promptly as practical thereafter and in any event at least ten (10) Business Days prior to such liquidation, dissolution, winding up or Change in Control. Notwithstanding the provisions of this Section 6(f), Maker may delay such notice (and the ten (10) Business Day time period set forth in the immediately preceding sentence shall be reduced accordingly) (i) to the extent required by applicable law or the rules of

any applicable securities exchange; (ii) if such notice would constitute the disclosure of material, non-public information; or (iii) if such notice would have an adverse effect on Maker or the event requiring such notice. “ Change in Control ” means the first to occur of any of the following (in one transaction or a series of related transactions): (i) consummation of a sale of, directly or indirectly, all or substantially all of Maker’s assets, (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than a trustee or other fiduciary holding securities of Maker under an employee benefit plan of Maker, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Maker representing fifty percent (50%) or more of (A) the outstanding equity securities of Maker or (B) the combined voting power of Maker’s then outstanding securities, or (iii) Maker is party to a consummated merger or consolidation which results in the voting securities of Maker outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty percent (50%) of the combined voting power of the voting securities of Maker or such surviving or other entity outstanding immediately after such merger or consolidation.

(g) Maker hereby agrees, represents and warrants that at all times there shall be reserved for issuance upon the exercise of this right of Voluntary Conversion such number of shares of its Common Stock (or other securities subject to this Voluntary Conversion from time to time) as shall be required for issuance upon exercise of this Voluntary Conversion. Maker further agrees that all shares of Common Stock represented by this right of Voluntary Conversion have been duly authorized and will, upon issuance and against payment of the Conversion Price, be validly issued, fully paid and non-assessable. Maker represents and warrants that (i) its execution and delivery of this Note has been authorized by all necessary and appropriate corporate action under its organizational documents and any applicable agreements and in conformity with applicable law and that this Note has been executed by an authorized representative of Maker and (ii) this Note represents a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms, except to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship or reorganization laws or other laws of general application affecting the rights of creditors generally or by general principles of equity. Maker shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note.

7. Setoff . The amount owed under this Note is subject to reduction and setoff as provided in, and in accordance with, the Membership Interest Purchase Agreement to secure claims thereunder.

8. Stock Splits, Stock Dividends, Recapitalizations, etc .

(a) In case Maker shall: (i) pay a dividend, make a distribution on the Common Stock or fix a record date for determination of holders of capital stock of the Maker entitled to receive such dividend or distribution in shares of Common Stock or any other of its capital stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of its capital stock into a smaller

number of shares of Common Stock, or (iv) issue, by reclassification of its shares of Common Stock, any shares of capital stock (including any reclassification in connection with a consolidation or merger in which Maker is the continuing corporation), the amount of shares of Common Stock issuable upon the exercise of a Voluntary Conversion immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of such Voluntary Conversion that number of shares (or other capital stock of Maker) that Holder would have owned or would have been entitled to receive after the occurrence of such event had the Voluntary Conversion occurred immediately prior to the record date, in the case of any such dividend or distribution, or the effective date, in the case of any such subdivision, combination or reclassification.

(b) If any recapitalization of Maker, reclassification of the Common Stock, reorganization, split-off, spin-off, extraordinary dividend or distribution of Maker, merger or consolidation of Maker into or with a corporation or other business entity, sale or transfer of all or substantially all of Maker’s assets or of any successor corporation’s assets to any other corporation or business entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”), or any event similar to any of the foregoing, including a Change in Control, shall be effected, directly or indirectly, in one or a series of related transactions (any of the foregoing being an “ Adjustment Event ”) at any time while this Note remains outstanding and unexpired, then, as a condition of such Adjustment Event and without limiting any other rights of Holder under this Note, and, in any event, Maker agrees that lawful, equitable and adequate provision shall be made whereby Holder thereafter shall have the right to receive upon the conversion hereof as provided in Section 6 and in lieu of the shares of Common Stock immediately theretofore issuable upon the conversion of this Note, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange, in connection with the Adjustment Event, for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the conversion of this Note had such Adjustment Event not taken place, and in each such case, the terms of this Note shall be applicable to the shares of stock or other securities or property receivable upon the conversion of this Note after such consummation.

9. Restrictions on Disposition of Note and Common Stock .

(a) The Holder hereby acknowledges that (i) this Note and any Common Stock that may be acquired upon conversion of this Note (“ Conversion Shares ”), as of the date hereof, are not registered: (A) under the Securities Act on the ground that the issuance of this Note is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (B) under any applicable state securities law because the issuance of this Note does not involve any public offering and (ii) that the Maker’s reliance on the Section 4(2) exemption of the Securities Act and under applicable state securities laws is predicated in part on the representations hereby made to the Maker by the Holder. The Holder represents and warrants that the Holder is acquiring this Note and will acquire Conversion Shares for investment for the Holder’s own account, with no present intention of reselling or otherwise distributing the same.

(b) If, at the time of issuance of Conversion Shares upon conversion of this Note, no registration statement is in effect with respect to such shares under applicable

provisions of the Securities Act and other applicable securities laws, Holder hereby agrees that Holder will not sell, transfer, offer, pledge or hypothecate all or any part of the Conversion Shares unless and until Holder shall first have given notice to Maker describing such sale, transfer, offer, pledge or hypothecation and available exemptions from such registration requirements exist. Should there be any reasonable uncertainty or good faith disagreement between Maker and the Holder as to the availability of such exemptions, then the Holder shall be required to deliver to Maker (i) an opinion of counsel (skilled in securities matters and selected by the Holder) in form and substance satisfactory to Maker to the effect that such offer, sale, transfer, pledge or hypothecation is in compliance with an available exemption under the Securities Act and other applicable securities laws, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed offer, sale, transfer, pledge or hypothecation is made without registration under the Securities Act. Maker may at its election require that the Holder provide Maker with written reconfirmation of the Holder’s investment intent as set forth in Section 9(a) with respect to the Conversion Shares. The Conversion Shares issued upon conversion of this Note shall bear a legend reading substantially as follows:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN MAKER AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO MAKER AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS AND SELECTED BY THE HOLDER) IN FORM AND SUBSTANCE SATISFACTORY TO MAKER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.”

(c) In addition to the foregoing restrictions, any Conversion Shares issued upon conversion of this Note will be subject to additional restrictions on transfer, repurchase rights and standstill provisions set forth in the Shareholder Agreement. The Conversion Shares issued upon exercise of the Note shall bear a legend reading substantially as follows:

FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT SHAREHOLDER REGISTRATION RIGHTS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND STANDSTILL PROVISIONS SET FORTH THEREIN.”

(d) This Note may be assigned in whole, but not in part, to an Affiliate (as defined herein) of the Holder provided such Affiliate agrees to be legally bound by the Shareholder Agreement and executes and delivers to Maker such documents and instruments reasonably requested by Maker, including a joinder agreement. Otherwise, this Note may not be assigned, pledged, sold or otherwise transferred without the prior written consent of Maker. Any purported assignment prohibited by this Note shall be void. For purposes of this Section 9(d), an “Affiliate” means, with respect to a person or entity, (i) each person or entity that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, more than fifty percent (50%) of the voting capital shares or other voting equity interests or securities of such person or entity, and (b) each person or entity that controls, is controlled by or is under common control with such person or entity or any Affiliate of such person or entity. For the purpose of this definition, “ control ” of an entity means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

(e) So long as the Conversion Shares remains subject to the foregoing restrictions, the Maker may maintain appropriate “stop transfer” orders with respect to such shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

10. Miscellaneous .

(a) If any clause or provision of this Note shall for any reason be held to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid or unenforceable clause or provision had never been contained in this Note. If a law which applies to a loan evidenced by this Note and that sets maximum loan charges is finally interpreted so that the interest or other charges collected or to be collected in connection with any such loan exceed the permitted limit, then (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Maker which exceed permitted limits will be refunded to Maker. Holder may choose to make any such refund by reducing the principal owed under this Note or by making a direct payment to Maker. Any such reduction or payment shall not cure or waive any default by Maker under this Note. Maker agrees, however, that in determining whether or not any interest payable under this Note exceeds the highest rate permitted by law, any non-principal payment, including, without limitation, late charges, shall be deemed to the extent permitted by law to be an expense, fee or premium rather than interest.

(b) The provisions of this Note shall be binding upon and inure to the benefit of Maker and Holder, their respective personal representatives, heirs, successors and permitted assigns.

(c) No modification, amendment or waiver of any provision of this Note will be effective unless made in a writing signed by Maker and Holder.

(d) The invalidity or unenforceability of any particular provision, or part of any provision, of this Note shall not affect the other provisions or parts hereof, and this Note shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted.

(e) All notices, consents, waivers and other communications required or permitted by this Note shall be in writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized courier service (costs prepaid); (ii) sent by facsimile with confirmation of transmission by the transmitting equipment; or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address or facsimile number, or person as a party may designate in writing to the other parties):

To Maker:
	Autobytel Inc. 1887 MacArthur Blvd., Suite 200 Irvine, California 92612-1400 Attention: Chief Legal Officer Telephone: (949) 862-1392 Fax: (949) 862-1323
With a copy (which shall not constitute notice) to:
	Drinker Biddle & Reath LLP 105 College Road East P.O. Box 627 Princeton, NJ 08542-0627 Attention: James Biehl, Esq. Fax: (609) 799-7000
To Holder:
	AutoNationDirect.com, Inc. c/o AutoNation, Inc. 200 SW 1st Avenue Suite 1400 Fort Lauderdale, Florida 33301 Attention: Jonathan P. Ferrando Coleman Edmunds, Esq. Fax: (954) 769-6527

With a copy (which shall not constitute notice) to:

Akerman LLP

One Southeast Third Avenue

25th Floor

Miami, FL 33131

Attention: Jonathan L. Awner, Esq.

Fax: (305) 374-5095

A copy of any and all notices and other communications sent by facsimile pursuant to this Section 10(e) shall also be sent by United States mail to the appropriate address in accordance with this Section 10(e).

11. Governing Law . All issues and questions concerning the construction, validity, interpretation and enforceability of this Note shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

12. Dispute Resolution; Forum . Maker and the Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Note shall be resolved in accordance with the dispute resolution provisions set forth in Section 7.6 of the Membership Interest Purchase Agreement.

13. Maker’s Waivers . Maker and all sureties, endorsers, guarantors and other parties now or hereafter liable for the payment of this Note, in whole or in part, hereby severally (i) waive demand, notice of demand, presentment for payment, notice of nonpayment, notice of default, protest, notice of protest and all other notices except those required to be given under the terms of this Note, and further waive diligence in collecting this Note or in enforcing any of the security for this Note; and (ii) consent to any extension of time for the payment of this Note, or any installment thereof, made by agreement by Holder with any person now or hereafter liable for the payment of this Note, even if Maker is not a party to such agreement.

14. Waiver . Any covenant or condition of this Note may be waived at any time, in writing, by the party entitled to the benefit of such covenant or condition. Waiver of any default of any covenant or condition, will not be a waiver of any succeeding default of the covenant or condition or a waiver of the covenant or condition itself or any other covenant or condition.

[ Remainder of this page intentionally left blank; signature page follows ]

IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered on the date first written above.

	Autobytel Inc.
	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

[Signature Page to Promissory Note]

Exhibit A

Bank Account of Holder

Exhibit 10.2

Autobytel Inc.

WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., PACIFIC
TIME, ON THE EXPIRATION DATE

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE COMPANY AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS AND SELECTED BY THE HOLDER) IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.

THIS WARRANT IS SUBJECT TO THE TERMS OF A MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JANUARY 13, 2014 (“MEMBERSHIP INTEREST PURCHASE AGREEMENT”) AND IS SUBJECT TO VARIOUS RIGHTS OF OFFSET BY THE COMPANY UNDER THE MEMBERSHIP INTEREST PURCHASE AGREEMENT.

SHARES THAT MAY BE ISSUED UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS OF A SHAREHOLDER REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 13, 2014 (“SHAREHOLDER AGREEMENT”) AND ARE SUBJECT TO VARIOUS RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND STANDSTILL PROVISIONS UNDER THE SHAREHOLDER AGREEMENT.

Issuance Date: January 13, 2014

FOR VALUE RECEIVED, Autobytel Inc., a Delaware corporation (“ Company ”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:00 p.m., Pacific Time, on the Expiration Date (as hereinafter defined) to AutoNationDirect.com, Inc., a Delaware corporation, or registered assigns (the “ Holder ”), under the terms as hereinafter set forth, Sixty Nine Thousand Nine Hundred Thirty (69,930) fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 per share (“ Warrant Stock ”), at a purchase price of Fourteen Dollars and Thirty Cents ($14.30) per share

(“ Warrant Price ”), pursuant to this warrant (“ Warrant ”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “ Common Stock ” shall mean, when used herein, unless the context otherwise requires, the common stock of the Company and other securities and property at the time receivable upon the exercise of this Warrant.

1. Exercise of Warrant .

(a) Once this Warrant becomes exercisable, the Holder may exercise this Warrant according to its terms prior to 5:00 p.m., Pacific Time, on the fifth anniversary of the Issuance Date (“ Expiration Date ”) by:

(i) completing the exercise form attached hereto (the “ Exercise Notic e”);

(ii) surrendering this Warrant to the Company at the address set forth in Section 9; and

(iii) paying to the Company an amount equal to (A) the number of shares of Warrant Stock in respect of which this Warrant is being exercised pursuant to this Section 1 multiplied by (B) the Warrant Price in effect as of the date on which this Warrant is exercised (the “ Aggregate Exercise Price ”) in accordance with Section 1(b).

(b) Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by the following methods:

(i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii) by instructing the Company to withhold or cancel a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Market Value (as defined in Section 1(c) below) as of the date on which this Warrant is exercised pursuant to this Section 1 equal to such Aggregate Exercise Price; or

(iii) any combination of (i) or (ii).

(c) For purposes of Section 1(b)(ii), “ Fair Market Value ” shall mean, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on Nasdaq, the OTC Bulletin Board or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on Nasdaq, the OTC Bulletin Board or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on Nasdaq, the OTC Bulletin Board or similar quotation

system or association at the end of such day; in each case, averaged over twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the day as of which “Fair Market Value” is being determined; provided , that if the Common Stock is listed on any domestic securities exchange, the term “Trading Day” as used in this sentence means Trading Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on Nasdaq, the OTC Bulletin Board or similar quotation system or association, the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined jointly by the Board of Directors of the Company and the Holder.

(d) This Warrant shall become exercisable on the third anniversary date of the Issuance Date. Notwithstanding the prior sentence, this Warrant shall become exercisable in full immediately upon (i) the Company’s Board of Directors approving a liquidation, dissolution, winding up or Change in Control (as defined below) of the Company, or (ii) the occurrence of an Event of Default under that certain Convertible Subordinated Promissory Note dated as of January 13, 2014 payable by the Company to Holder. The Company shall give Holder written notice of any such approval (subject to the next sentence) by the Company’s Board of Directors as promptly as practical thereafter and in any event at least ten (10) Business Days prior to such liquidation, dissolution, winding up or Change in Control. Notwithstanding the provisions of this Section 1(d), the Company may delay such notice (and the ten (10) Business Day time period set forth in the immediately preceding sentence shall be reduced accordingly) (i) to the extent required by applicable law or the rules of any applicable securities exchange; (ii) if such notice would constitute the disclosure of material, non-public information; or (iii) if such notice would have an adverse effect on the Company or the event requiring such notice. “ Change in Control ” means the first to occur of any of the following (in one transaction or a series of related transactions): (i) consummation of a sale of, directly or indirectly, all or substantially all of the Company’s assets, (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding equity securities of the Company or (B) the combined voting power of the Company’s then outstanding securities, or (iii) the Company is party to a consummated merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation.

(e) This Warrant may be exercised in whole or in part so long as any exercise in part hereof (i) is for not less than Thirty Four Thousand Nine Hundred Sixty Five (34,965) shares of Warrant Stock (which limitation will be appropriately and equitably adjusted consistent with any adjustments under Section 4 hereof); and (ii) would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President, or the Secretary or Assistant Secretary of the Company (or an officer occupying a position reasonably equivalent

to any of the foregoing). The term Warrant as used herein shall include any subsequent Warrant issued as provided herein.

(f) No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in lieu of fractional shares based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the date of exercise of this Warrant.

(g) In the event of any exercise of the rights represented by this Warrant, the Warrant Stock so purchased shall be registered in the name of the Holder within a reasonable time after such rights shall have been so exercised. The person or entity in whose name the Warrant Stock is registered upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such Warrant Stock immediately prior to the close of business on the date on which the Warrant was surrendered and payment of the Aggregate Exercise Price and any applicable taxes was made, irrespective of the date of registration of the Warrant Stock, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Warrant Stock at the opening of business on the next succeeding date on which the stock transfer books are open. Except as provided in Section 4 hereof, the Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.

2. Restrictions on Disposition of Warrant and Warrant Stock .

(a) The Holder hereby acknowledges that (i) this Warrant and any Warrant Stock that may be acquired upon exercise of this Warrant pursuant hereto are, as of the date hereof, not registered: (A) under the Securities Act on the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (B) under any applicable state securities law because the issuance of this Warrant does not involve any public offering and (ii) that the Company’s reliance on the Section 4(2) exemption of the Securities Act and under applicable state securities laws is predicated in part on the representations hereby made to the Company by the Holder. The Holder represents and warrants that the Holder is acquiring this Warrant and will acquire the Warrant Stock for investment for the Holder’s own account, with no present intention of reselling or otherwise distributing the same.

(b) If , at the time of issuance of Warrant Stock upon exercise of this Warrant, no registration statement is in effect with respect to such shares under applicable provisions of the Securities Act and other applicable securities laws, Holder hereby agrees that Holder will not sell, transfer, offer, pledge or hypothecate all or any part of the Warrant Stock unless and until Holder shall first have given notice to the Company describing such sale, transfer, offer, pledge or hypothecation and there shall be available exemptions from such registration requirements that exist. Should there be any reasonable uncertainty or good faith disagreement between the Company and the Holder as to the availability of such exemptions, then the Holder shall be required to deliver to the Company (i) an opinion of counsel (skilled in securities matters and selected by the Holder) in form and substance satisfactory to the Company to the effect that such

offer, sale, transfer, pledge or hypothecation is in compliance with an available exemption under the Securities Act and other applicable securities laws, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed offer, sale, transfer, pledge or hypothecation is made without registration under the Securities Act. The Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent as set forth in Section 2(a) with respect to the Warrant Stock. The Warrant Stock issued upon exercise of this Warrant shall bear a legend reading substantially as follows:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE COMPANY AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS AND SELECTED BY THE HOLDER) IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.”

(c) In addition to the foregoing restrictions, any Warrant Stock issued upon exercise of this Warrant will be subject to additional restrictions on transfer, repurchase rights, and standstill provisions, set forth in the Shareholder Agreement. The Warrant Stock issued upon exercise of this Warrant shall bear a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A SHAREHOLDER REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 13, 2014, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT SHAREHOLDER REGISTRATION RIGHTS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND STANDSTILL PROVISIONS SET FORTH THEREIN.”

(d) This Warrant may be assigned in whole, but not in part, to an Affiliate (as defined herein) of the Holder provided such Affiliate agrees to be legally bound by the Shareholder Agreement and executes and delivers to the Company such documents and instruments reasonably requested by the Company, including a joinder agreement. Otherwise, this Warrant may not be assigned, pledged, sold or otherwise transferred without the prior

written consent of the Company. Any purported assignment prohibited by this Warrant shall be void. For purposes of this Section 2(d), an “Affiliate” means, with respect to a person or entity, (i) each person or entity that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, more than 50% of the voting capital shares or other voting equity interests or securities of such person or entity, and (b) each person or entity that controls, is controlled by or is under common control with such person or entity or any Affiliate of such person or entity. For the purpose of this definition, “ control ” of an entity means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

(e) So long as the Warrant Stock remains subject to the foregoing restrictions, the Company may maintain appropriate “stop transfer” orders with respect to such shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

3. Reservation of Shares; Certain Representations and Warranties; Certain Covenants . The Company hereby agrees, represents and warrants that at all times there shall be reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock (or other securities subject to this Warrant from time to time) as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all shares of Warrant Stock represented by this Warrant have been duly authorized and will, upon issuance and against payment of the Aggregate Exercise Price, be validly issued, fully paid and non-assessable. The Company represents and warrants that (i) its execution and delivery of this Warrant has been authorized by all necessary and appropriate corporate action under its organizational documents and any applicable agreements and in conformity with applicable law and that this Warrant has been executed by an authorized representative of the Company and (ii) this Warrant represents a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship, or reorganization laws or other laws of general application affecting the rights of creditors generally or by general principles of equity. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

4. Capital Adjustments . This Warrant is subject to the following further provisions:

(a) Recapitalization, Reclassification and Succession . If any recapitalization of the Company, reclassification of the Common Stock, reorganization, split-off, spin-off, extraordinary dividend or distribution by the Company, merger or consolidation of the Company into or with a corporation or other business entity, sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation or business entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”), or any event similar to any of the foregoing, including a Change in Control, shall be effected, directly or indirectly, in one or a series of related transactions (any of the forging being an “ Adjustment Event ”), at any time while this Warrant remains outstanding and unexpired, then, as a condition of such Adjustment Event, and, in any event, the

Company agrees that lawful, equitable and adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to receive upon the exercise hereof, and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange, in connection with the Adjustment Event, for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

(b) Subdivision or Combination of Shares . If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately and equitably adjusted so as to prevent the enlargement or dilution of economic rights under this Warrant.

(c) Stock Dividends and Distributions . If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock (and/or other equity of the Company), then (i) the Warrant Price shall be adjusted in accordance with Section 4(d); and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock (and/or other equity of the Company) that Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto.

(d) Warrant Price Adjustment . Whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be proportionately and equitably adjusted.

(e) Certain Shares Excluded . The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 4 shall exclude any shares then held in the treasury of the Company.

5. Notice To Holders .

(a) Notice of Record Date . Without limiting Section 1(d), in case:

(i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities;

(ii) any Adjustment Event; or

(iii) approval by the Company’s Board of Directors of any dissolution, liquidation or winding-up of the Company;

then, and in each such case, subject to the last sentence of Section 5(b), the Company will mail or cause to be mailed to the Holder hereof a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such Adjustment Event is to take place, and the time, if any and if applicable, is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such Adjustment Event. Such notice shall be mailed at least 15 days prior to the record date therein specified; provided , however, failure to provide any such notice shall not affect the validity of such transaction; provided , further, that the Company or its successor shall in no way be relieved of any liability for damages caused to the Holder caused by such failure to give the required notice. In the event that this Warrant is to become exercisable on an accelerated basis in connection with any event described in this Section 5(a), the Company shall afford the Holder fair opportunity to exercise the Warrant effective immediately prior to such event.

(b) Notice of Adjustment . Whenever any adjustment shall be made pursuant to Section 4 hereof, the Company shall promptly notify the Holder of this Warrant of the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment. Notwithstanding the provisions of Section 5(a) and Section 5(b), the Company may delay such notice (and the 15-day time period set forth in Section 5(a) shall be reduced accordingly) to the extent required by applicable law or the rules of any applicable securities exchange or if such notice would have an adverse effect on the event requiring such adjustment.

6. Loss, Theft, Destruction or Mutilation . Upon receipt by the Company of evidence satisfactory to it of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver a new Warrant of like tenor dated the date hereof.

7. Warrant Holder not a Stockholder . Without limiting rights of the Holder in respect of any shares of stock of the Company or other securities owned by the Holder, the Holder of this Warrant shall not be entitled by reason of holding this Warrant to any rights whatsoever as a stockholder of the Company.

8. Setoff . This Warrant, and the Common Stock issuable upon exercise of this Warrant, are subject to reduction and setoff as provided in, and in accordance with, the Membership Interest Purchase Agreement to secure claims thereunder.

9. Notices. All notices, consents, waivers, and other communications required or permitted by this Warrant shall be in writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized courier service (costs prepaid); (ii) sent by facsimile with confirmation of transmission by the transmitting equipment; or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the

person (by name or title) designated below (or to such other address or facsimile number, or person as a party may designate in writing to the other parties):

To the Company:
	Autobytel Inc. 1887 MacArthur Blvd., Suite 200 Irvine, California 92612-1400 Attention: Chief Legal Officer Telephone: (949) 862-1392 Fax: (949) 862-1323
With a copy (which shall not constitute notice) to:
	Drinker Biddle & Reath LLP 105 College Road East P.O. Box 627 Princeton, NJ 08542-0627 Attention: James Biehl, Esq. Fax: (609) 799-7000
To Holder:
	AutoNationDirect.com, Inc. c/o AutoNation, Inc. 200 SW 1st Avenue Suite 1400 Fort Lauderdale, Florida 33301 Attention: Jonathan P. Ferrando Coleman Edmunds, Esq. Fax: (954) 769-6527
With a copy (which shall not constitute notice) to:
	Akerman LLP One Southeast Third Avenue 25th Floor Miami, FL 33131 Attention: Jonathan L. Awner, Esq. Fax: (305) 374-5095

A copy of any and all notices and other communications sent by facsimile pursuant to this Section 9 shall also be sent by United States mail to the appropriate address in accordance with this Section 9.

10. Choice of Law . All issues and questions concerning the construction, validity, interpretation and enforceability of this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

11. Dispute Resolution; Forum . The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Warrant shall be resolved in accordance with the dispute resolution provisions set forth in Section 7.6 of the Membership Interest Purchase Agreement.

12. Severability . In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

[ Remainder of this page intentionally left blank; signature page follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this Warrant as of the Issuance Date.

	Autobytel Inc.
	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

[Signature Page to Warrant]

FORM OF EXERCISE NOTICE

[May only be executed by the registered holder hereof]

The undersigned hereby exercises the right to purchase _________ shares of common stock, par value $0.001 per share (“ Common Stock ”), of Autobytel Inc. evidenced by the within Warrant Certificate, and tenders herewith payment of the purchase price for such shares in full in the following manner:

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The undersigned elects to exercise the Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased.

_____

The undersigned elects to exercise the Warrant by means of a “cashless” exercise in accordance with the provisions of Section 1(b)(ii) of the Warrant.

_____

The undersigned elects to exercise the attached Warrant by means of both a cash payment and a “cashless” exercise in accordance with the provisions of Section 1(b)(ii) of the Warrant, and tenders herewith payment in full for that portion of the purchase price being paid in cash.

________________________________

(Name)

_________________ (Date) _______________________________

(Signature)

SHAREHOLDER REGISTRATION RIGHTS AGREEMENT

This Shareholder Registration Rights Agreement (“ Agreement ”) is made as of January 13, 2014 (“ Effective Date ”) by and among Autobytel Inc., a Delaware corporation (“ Company ”), and AutoNationDirect.com, Inc., a Delaware corporation (“ Shareholder ”). Shareholder and the Company are referred to herein together as the “ Parties ” and sometimes each individually as a “ Party .”

The Parties are parties to that certain Membership Interest Purchase Agreement dated as of January 13, 2014 (“ Membership Interest Purchase Agreement ”) pursuant to which Company has agreed to purchase from Shareholder all of the issued and outstanding membership interests of AutoUSA, LLC, a Delaware limited liability company (the “ Transaction ”). As partial consideration for the Transaction, the Company issued to Shareholder (i) a Convertible Subordinated Promissory Note dated as of the Effective Date (“ Convertible Note ”); and (ii) a Warrant dated as of the Effective Date (“ Warrant ”). The Convertible Note is convertible into, and the Warrant is exercisable for, shares of Common Stock, $.001 par value, of the Company (“ Common Stock ”).

The Warrant and Convertible Note were issued, and the Covered Securities (as defined below) may be issued, without registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (“ Securities Act ”), and applicable state securities laws, in accordance with applicable exemptions from such registration requirements. This Agreement (i) sets forth the Company’s obligations to register Non-Restricted Securities (as defined below) for resale by Shareholder; (ii) imposes certain restrictions on the resale or other transfer of the Covered Securities by Shareholder; (iii) provides the Company with certain rights of first refusal with respect to the Covered Securities; and (iv) provides for a standstill by Shareholder.

I n consideration of the mutual promises and covenants set forth herein, the Parties hereto further agree as follows :

1. Definitions . As used in this Agreement, the following defined terms shall have the meanings ascribed below:

“ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, Controls, is Controlled by, or is under common Control with such specified Person.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks in Delaware are authorized or required by law to close.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of management policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Covered Securities ” means Restricted Securities and Non-Restricted Securities .

“ Damages ” means any loss, damage, or liability (joint or several) to which a Party hereto may become subject under the Securities Act, the Exchange Act, or other foreign, federal, state or local law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state or foreign securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state or foreign securities law; provided, however, that Damages shall not include any loss, damage, or liability resulting from use of a preliminary prospectus if the loss, damage, or liability arises after the Company makes a correcting preliminary or final prospectus available by providing written notice to Shareholder, and any such loss, damage, or liability would have been avoided by delivery of such correcting preliminary or final prospectus.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; or (iii) a registration in which the only Company securities being registered are debt securities.

“ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“ GAAP ” means generally accepted accounting principles in the United States as in effect at the time of any determination under this Agreement.

“ Minimum Number of Registration Shares ” means a number of Covered Securities equal to one-half of the number of shares of Common Stock that could have been acquired as of the Effective Date upon conversion of the Note and exercise of the Warrant had the Convertible Note been converted in full and the Warrant exercised in full as of the Effective Date.

“Non-Restricted Securities” means Restricted Securities for which the restrictions on resale, pledge or other transfer under Section 3.2 have terminated under this Agreement.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“ Restricted Securities ” means (i) any shares of Common Stock issued upon conversion of the Convertible Note or exercise of the Warrant; and (ii) any Common Stock or other equity securities issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in

replacement of, the shares of Common Stock referenced in clause (i) of this definition as provided in the Convertible Note and the Warrant, in any case, with respect to which the restrictions described in Section 3.2 have not yet lapsed.

“ Restrictions Period ” means the period commencing on the Effective Date and ending on the third anniversary of the later of (i) the Effective Date and (ii) the latest date any shares of Common Stock were issued upon conversion of the Convertible Note or exercise of the Warrant, as the case may be.

“ SEC ” means the Securities and Exchange Commission.

“ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

“ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.

“ Selling Expenses ” means all underwriting discounts and selling commissions relating to the sale of Non-Restricted Securities in a transaction described in Article 2 below.

2. Registration Rights. The Company covenants and agrees to provide the following registration rights with regard to Covered Securities held by the Shareholder.

2.1 Demand Registration.

(a) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Shareholder that the Company file a Form S-3 registration statement with respect to at least the Minimum Number of Registration Shares, then the Company shall as soon as practicable, and in any event within thirty (30) days after the date such request is given by Shareholder, file a Form S-3 registration statement under the Securities Act covering all Covered Securities requested to be included in such registration, subject to the limitations of Sections 2.1(b), 2.1(c), and 2.3. The Company shall use reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the SEC as soon as practicable after filing. As of the date hereof, the Company is eligible to use a Form S-3 registration statement for the registration of shares of Common Stock, although no assurances can be given that it will be so eligible after the date hereof. Notwithstanding anything herein to the contrary, Shareholder may exercise its demand rights hereunder not more than seventy-five (75) days before the Convertible Note first becomes convertible or the Warrant first becomes exercisable.

(b) Notwithstanding the foregoing obligations, if the Company furnishes to Shareholder a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to

(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected a registration pursuant to Section 2.1(a) within the twelve (12) month period immediately preceding the date of such request; or (iii) more than twice (subject to the provisions of Section 2.3(c)). A registration shall not be counted as “effected” for purposes of this Section 2.1(c) until such time as the applicable registration statement has been declared effective by the SEC.

2.2 Company Registration . If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than Shareholder) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give Shareholder notice of such registration. Upon the request of Shareholder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Covered Securities that Shareholder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not Shareholder has elected to include Covered Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Section 2.1, Shareholder intends to distribute Covered Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1. The underwriter (s) will be selected by Shareholder subject only to the reasonable approval of the Company. In such event, the right of Shareholder to include its Covered Securities in such registration shall be conditioned upon Shareholder’s participation in such underwriting and the inclusion of Shareholder’s Covered Securities in the underwriting to the extent provided herein. The Shareholder proposing to distribute its Covered Securities through such underwriting shall (together with the Company as provided in Section 2.4 (e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advise(s) Shareholder in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Covered Securities that may be included in the underwriting shall be allocated among the Shareholder and any other shareholder of the Company who has the right to include Common

Stock in the underwriting, in proportion (as nearly as practicable) to the total number of Covered Securities and shares of Common Stock owned by the other shareholders requested to be included in the underwriting or in such other proportion as shall mutually be agreed to by the Shareholder and all such selling other shareholders.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of Shareholder’s Covered Securities in such underwriting unless Shareholder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Covered Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Covered Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Covered Securities requested to be registered can be included in such offering, then the Covered Securities that are included in such offering shall be allocated among the Shareholder and any other shareholders of the Company who have the right to include shares of Common Stock in the underwriting in proportion to (as nearly as practicable) the total number of Covered Securities and shares of Common Stock owned by the other shareholders requested to be included in the underwriting or in such other proportions as shall mutually be agreed to by the Shareholder and such other shareholders.

(c) For purposes of Section 2.1, (i) a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Covered Securities that Shareholder has requested to be included in such registration statement are actually included, and (ii) if the underwriter exercises its cutback provisions in Section 2.3(a), Shareholder shall be entitled to one additional demand registration right, provided that such registration is for at least 40,000 shares of Common Stock.

2.4 Obligations of the Company. Whenever required under this Article 2 to effect the registration of any Covered Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement (in form and substance required by the Securities Act) with respect to such Covered Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of Shareholder keeps such registration statement effective for a period of at least one hundred eighty (180) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however , that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period Shareholder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration and/or for the period of time that the effectiveness of a registration statement is tolled under Section 2.1(b), and (ii) in the case of any

registration of Covered Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until the earliest of (x) all such Covered Securities are sold under such registration statement, (y) all such Covered Securities may be sold under Rule 144, and (z) the second anniversary of the effective date of such registration statement;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Shareholder such number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as Shareholder may reasonably request in order to facilitate its disposition of its Covered Securities;

(d) use its commercially reasonably efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Shareholder; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonably efforts to cause all such Covered Securities covered by such registration statement to be listed on a national securities exchange and each securities exchange on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Covered Securities registered pursuant to this Agreement and provide a CUSIP number for all such Covered Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Shareholder, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Shareholder, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) at the request of Shareholder, furnish to each underwriter, if any, and Shareholder, a legal opinion of its counsel and a letter from its independent certified public accountants, each in customary form and substance, at such time or times as such documents are customarily provided in the type of offering involved;

(j) notify the selling Shareholder, promptly after the Company receives notice thereof and in any event within one Business Day, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(k) notify the selling Shareholder, promptly after the Company receives notice thereof and in any event within one Business Day, of (i) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any such registration statement covering any or all of the Covered Securities or the initiation of any proceedings for that purpose, (ii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Covered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose or (iii) of the occurrence of any event or the passage of time that makes the financial statements included in any such registration statement ineligible for inclusion therein or any statement made in any such registration statement or prospectus or any document incorporated or deemed incorporated therein by reference untrue in any material respect or that requires any revisions to any such registration statement, prospectus or other documents so that, in the case of any registration statement or prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l) use its commercially reasonable efforts to avoid the issuance of, or if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a registration statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Covered Securities for sale in any jurisdiction, at the earliest practicable moment; and

(m) after such registration statement becomes effective, notify the selling Shareholder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

2.5 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Covered Securities of the selling Shareholder that Shareholder shall furnish to the Company such information regarding itself, the Covered Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of Shareholder’s Covered Securities.

2.6 Expenses of Registration . All expenses (other than Selling Expenses) incurred in connection with registrations, including without limitation, those expenses for filings, or qualifications pursuant to Article 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and expenses of compliance with securities laws or blue sky

laws; and fees and disbursements of counsel for the Company shall be borne and paid by the Company; provided, however , that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of Shareholder (in which case the selling Shareholder shall bear such expenses). All Selling Expenses relating to Covered Securities registered pursuant to this Article 2 shall be borne and paid by Shareholder.

2.7 Delay of Registration . Shareholder shall not have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.

2.8 Indemnification . If any Covered Securities are included in a registration statement under this Article 2:

(a) To the maximum extent permitted by law, the Company will indemnify and hold harmless Shareholder, and the partners, members, officers, directors, and stockholders of Shareholder; legal counsel and accountants for Shareholder; any underwriter (as defined in the Securities Act) for Shareholder; and each Person, if any, who controls Shareholder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to Shareholder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however , that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of Shareholder, underwriter, controlling Person, or other aforementioned Person and stated expressly for use in connection with such registration.

(b) To the extent permitted by law, Shareholder will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Shareholder selling securities in such registration statement, and any controlling Person of any such underwriter or other Shareholder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of selling Shareholder and stated expressly for use in connection with such registration; and selling Shareholder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however , that the indemnity agreement contained in this Section 2.8 (b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of Shareholder, which consent shall not be unreasonably withheld,

conditioned or delayed; and provided further that in no event shall any indemnity under this Section 2.8 (b) exceed the proceeds from the offering received by Shareholder (net of any Selling Expenses paid by Shareholder), except in the case of fraud or willful misconduct by Shareholder.

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however , that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. Failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure does not materially prejudice the indemnifying party’s ability to defend such action.

(d) Notwithstanding anything else herein to the contrary, the foregoing indemnity agreements of the Company and Shareholder are subject to the condition that, insofar as they relate to any Damages arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary prospectus (or necessary to make the statements therein not misleading) that has been corrected in the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act (“ Final Prospectus ”), such indemnity agreement shall not inure to the benefit of any Person if a copy of the Final Prospectus was timely furnished to the indemnified party and such indemnified party failed to deliver, at or before the confirmation of the sale of the shares registered in such offering, a copy of the Final Prospectus to the Person asserting the loss, liability, claim, or damage in any case in which such delivery was required by the Securities Act.

(e) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or

other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however , that, in any such case, (x) Shareholder will not be required to contribute any amount in excess of the public offering price of all such Covered Securities offered and sold by Shareholder pursuant to such registration statement except in the case of willful misconduct or fraud, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall Shareholder’s liability pursuant to this Section 2.8(e), when combined with the amounts paid or payable by Shareholder pursuant to Section 2.8(b), exceed the proceeds from the offering received by Shareholder (net of any Selling Expenses paid by Shareholder), except in the case of willful misconduct or fraud by Shareholder.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(g) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Shareholder under this Section 2.8 shall survive the completion of any offering of Covered Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act . With a view to making available to Shareholder the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Shareholder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at all times when the Company is subject to such reporting requirements); and

(c) furnish to Shareholder, so long as Shareholder owns any Restricted Securities or Covered Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so

filed by the Company; and (iii) such other information as may be reasonably requested in availing Shareholder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at all times when the Company is subject to such reporting requirements) or pursuant to Form S‑3 (at any time after the Company so qualifies to use such form).

2.10 “Market Stand‑off” Agreement. Shareholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a registration of equity securities of the Company under the Securities Act and ending on the date specified by the Company and the managing underwriter (such period not to exceed the lesser of (x) one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, and (y) the shortest period that any other shareholder of the Company who is subject to a market stand-off agreement is subject to, but in no event shall such period be less than 90 days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Covered Securities or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Covered Securities held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.10 shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement. The underwriters in connection with such registration are intended third‑party beneficiaries of this Section 2.10 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Shareholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.10.

2.1 1 Addition of Other Registrable Securities . Notwithstanding any other provision of this Article 2, in the event the Company grants to any third parties any rights to register their securities under the Securities Act (“ Other Registrable Securities ”), such rights may be granted by the Company on a pari passu basis with the rights granted to Shareholder under this Agreement. Any such Other Registrable Securities may be included in any registration statement in which Covered Securities are included on the same terms and conditions as set forth in this Article 2 as if the Other Registrable Securities were Covered Securities and the holders of the Covered Securities were Shareholders. Upon request by the Company, the Parties shall amend this Article 2 to provide for such combined participation by holders of Other Registrable Securities or terminate the provisions of this Article 2 and enter into a separate agreement providing for such combined participation.

2.12 Termination of Registration Rights . Shareholder shall not be entitled to exercise any right provided for in this Article 2 (i) upon expiration of the Restrictions Period; and (ii) with respect to any Covered Securities held by Shareholder, if at such time all Covered

Securities held by Shareholder that may be sold at such time under this Agreement can be sold in a three (3) month period without registration under SEC Rule 144. The registration rights granted to Shareholder under this Article 2 are personal to Shareholder and may not be transferred or assigned to any subsequent holder of Covered Securities other than to an Affiliate of Shareholder who holds Restricted Securities pursuant to Section 3.2 hereof.

2.13 Certain Representations and Warranties . The Company represents and warrants that (i) its execution and delivery of this Agreement has been authorized by all necessary and appropriate corporate action under its organizational documents and any applicable agreements and in conformity with applicable law and that this Agreement has been executed by an authorized representative of the Company and (ii) this Agreement represents a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability is limited by bankruptcy, receivership, moratorium, conservatorship, or reorganization laws or other laws of general application affecting the rights of creditors generally or by general principles of equity.

3. Restrictions on Transfer

3.1 Restricted Stock Under Securities Act .

(a) Shareholder represents and warrants that the Covered Securities are being acquired for personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof.

(b) The Covered Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act and the other resale, transfer and other restrictions and conditions set forth in this Agreement. Shareholder will cause any proposed purchaser, pledgee, or transferee of Restricted Securities held by Shareholder to which a sale, pledge or other transfer is permitted under this Agreement to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

(c) Each certificate, instrument or account representing (i) Covered Securities, and (ii) any other securities issued in respect of the securities referenced in clause (i) upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 3.1(c)) be stamped or otherwise imprinted or noted with a legend substantially in the following form:

AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE ISSUER AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO MAKER AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY TO THE MAKER) IN FORM AND SUBSTANCE SATISFACTORY TO MAKER THAT SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS .”

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A SHAREHOLDER REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 13, 2014, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE SHAREHOLDER REGISTRATION RIGHTS AGREEMENT.”

Shareholder consents to the Company making a notation in its records and giving instructions to any transfer agent of the Covered Securities in order to implement the restrictions on transfer set forth in this Section 3.1.

(d) The holder of Covered Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Agreement. Before any proposed sale, pledge, or transfer of any Covered Securities to a permitted purchaser, pledgee or transferee, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, Shareholder thereof shall give notice to the Company of such Shareholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail. I f at the time of the proposed sale, pledge or transfer of Covered Securities no registration statement is in effect with respect to such shares under applicable provisions of the Securities Act and other applicable securities laws, the holder of the Covered Securities hereby agrees that the holder will not sell, transfer, offer, pledge or hypothecate all or any part of the Covered Securities unless there shall be ava ilable exemptions from such registration requirements. Should there be any uncertainty or disagreement between the Company and the holder as to the availability of such exemptions, then the holder shall be required to deliver to the Company (i) an opinion of counsel (skilled in securities matters and selected by the holder) in form and substance satisfactory to the Company to the effect that such offer, sale, transfer, pledge or hypothecation is in compliance with an available exemption under the Securities Act and other applicable securities laws , or (ii) an interpretative letter from the SEC to the effect that no enforcement action will be recommended if the proposed offer, sale, transfer, pledge or hypothecation is made without registration under the Securities Act. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance with SEC Rule

144. Each certificate, instrument or account evidencing the Restricted Securities or Non-Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 3.1(c), except that such certificate, instrument or account shall not bear such restrictive legend if, in the opinion of counsel for Shareholder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

3.2 Additional Transfer Restrictions on Restricted Securities . Shareholder may not, without the prior written consent of the Company or in compliance with Section 3.3 and Section 4, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Restricted Securities or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Covered Securities or other securities, in cash, or otherwise (each transaction described in clause (i) and (ii) above being referred to herein as a “ Transfer ”). The restrictions set forth in this Section 3.2 shall terminate upon the expiration of the Restrictions Period. Notwithstanding the foregoing, Shareholder may transfer all, but not less than all, outstanding Restricted Securities to an Affiliate provided such Affiliate agrees to be legally bound by the Shareholder Agreement and executes and delivers to the Company such documents and instruments reasonably requested by the Company, including a joinder agreement. For the sake of clarity, nothing in this Section 3.2 shall restrict Shareholder from selling any Covered Security to the public or through any public securities trading market in accordance with Section 4.

3.3 Right of First Refusal .

(a) Prior to any intended sale or other transfer of any Covered Security other than to an Affiliate in accordance with Section 3.2 or to the public or through any public securities trading market in accordance with Section 4, Shareholder shall first give written notice (“ Offer Notice ”) to the Company specifying (i) Shareholder’s bona fide intention to sell or otherwise transfer such Covered Securities, (ii) the name and address of the proposed purchaser(s) or transferee(s), (iii) the number of Covered Securities Shareholder proposes to sell (“ Offered Securities ”), (iv) the price for which Shareholder proposes to sell the Offered Securities, and (v) all other material terms and conditions of the proposed sale or other transfer.

(b) Within three (3) Business Days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Securities at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (“ Acceptance Notice ”) to Shareholder specifying the number of Offered Securities that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to Shareholder, the Company and/or its nominee(s) shall deliver a check or wire transfer (or, at the discretion of the Company, such other form of consideration set forth in the Offer Notice) in the amount of the purchase price of the Offered Securities to be purchased pursuant to this Section 3.3, against delivery by Shareholder of a certificate or certificates representing the Offered Securities (or account transfer instructions) to be purchased, duly

endorsed for transfer to the Company or such nominee(s), as the case may be. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Securities, Shareholder shall be entitled to sell the balance of the Offered Securities to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice, provided, however , that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 3.3.

(c) Any successor of Shareholder, and any transferee of Covered Securities pursuant to this Section 3.3, shall hold the Covered Securities subject to the terms and conditions of this Agreement and no further transfer of the Covered Securities may be made without complying with the provisions of this Section 3.3.

(d) The right of first refusal set forth in this Section 3.3 shall terminate (i) as to all Covered Securities upon the expiration of the Restrictions Period; and (ii) as to Offered Securities, on the date such Offered Securities are sold pursuant to an effective registration statement under the Securities Act (with the parties acknowledging that any request for registration under the Securities Act pursuant to this Agreement shall give rise to the right of first refusal set forth in this Section 3.3), to the extent that such right has not previously terminated.

4. Limitation on Number of Resales or Transfers of Covered Securities . Notwithstanding any other provision of this Agreement, t he number of Covered Securities that may be resold or transferred to the public or through any public securities trading market at any time (whether or not pursuant to a registered offering under Article 2 of this Agreement) may not exceed (i) for any one sale or transfer order, twenty-five percent (25%) of the Average Daily Volume; and (ii) for all sales or transfer volume in any calendar week, twenty-five percent (25%) of the Weekly Volume. For purposes of this Article 4, (i) “ Average Daily Volume ” will be determined once at the beginning of each calendar quarter for application during such quarter based on an averaging of the daily volume of sales of Company Common Stock as reported by The NASDAQ Global Market (provided that if the Company’s Common Stock is not then listed on The NASDAQ Global Market, as reported by such trading market on which the Common Stock is traded) for each trading day over the 90-trading day period preceding such determination; and (ii) “ Average Weekly Volume ” is calculated by multiplying the Average Daily Volume by the number of trading days in the calendar week preceding the proposed sale or transfer of Covered Securities .

5. Standstill Provisions .

5.1 Agreement to Standstill . Shareholder agrees that it will not, without the prior written consent of the Company: (a) take any action that would result in Shareholder becoming an “Acquiring Person” under the Company’s Tax Benefit Preservation Plan dated as of May 26, 2010 (as more fully defined in such plan, generally a Person who acquires ownership of 4.90% or more of the outstanding shares of Common Stock of the Company); (b) acquire, offer to acquire, propose (whether publicly or otherwise) to acquire, announce any intention to effect or cause or participate in or in any way assist or encourage any other person to effect or

seek, offer or propose (whether publicly or otherwise) to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any assets of the Company or any subsidiary or division thereof or of any successor to or person in control of the Company; (c) initiate or participate in (i) any tender or exchange offer, merger or other business combination involving the Company or any of its Affiliates; (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Affiliates; or (iii) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or any of its Affiliates; (d) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing; (e) otherwise act, alone or in concert with others, with the intent to seek to control or influence the management, Board of Directors or policies of the Company or any of its Affiliates; (f) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in clause (b) above; or (g) enter into any discussions or arrangements with any third party with respect to any of the foregoing.

5.2 Expiration of Standstill . The standstill agreed upon pursuant to this Article 5 shall terminate upon expiration of the Restrictions Period.

6.1 Successors and Assigns . Except as otherwise set forth in this Agreement, the rights under this Agreement may not be assigned by Shareholder without the prior written consent of the Company; provided, however, that Shareholder may assign its rights and obligations under this Agreement to any permitted assignee of the Convertible Note or the Warrant, in each case in accordance with the terms thereof. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2 Governing Law . All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

6.3 Counterparts; Facsimil e . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.4 Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5 Notices . All notices, requests, and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) Business Day after the business day of deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Legal Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5.

6.6 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the other Parties; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.7 Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

6.8 Entire Agreement . This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

6.9 Dispute Resolution; Forum . The Parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in Section 7.6 of the Membership Interest Purchase Agreement.

6.10 Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting Party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

6.11 Specific Enforcement . Each Party acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of Articles 3, 4 or 5 are not performed by Shareholder in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled, in addition to any damages at law, to an injunction to prevent breaches of any such breaches, and to specific enforcement of such Articles and their respective terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

[ Remainder of Page Intentionally Left Blank; Signature Page and Schedules Follow ]

IN WITNESS WHEREOF, the parties have executed this Shareholder Registration Rights Agreement as of the date first written above.

	Autobytel Inc.
	By: /s/ Glenn E. Fuller Glenn E. Fuller Executive Vice President, Chief Legal and Administrative Officer and Secretary


	AutoNationDirect.com, Inc.
	By: /s/ C. Coleman Edmunds C. Coleman Edmunds Assistant Secretary

To the Company:
	Autobytel Inc. 1887 MacArthur Blvd., Suite 200 Irvine, California 92612-1400 Attention: Chief Legal Officer Telephone: (949) 862-1392 Fax: (949) 862-1323
With a copy (which shall not constitute notice) to:
	Drinker Biddle & Reath LLP 105 College Road East P.O. Box 627 Princeton, NJ 08542-0627 Attention: James Biehl, Esq. Fax: (609) 799-7000
To Shareholder:
	AutoNationDirect.com, Inc. c/o AutoNation, Inc. 200 SW 1st Avenue Suite 1400 Fort Lauderdale, Florida 33301 Attention: Jonathan P. Ferrando Coleman Edmunds, Esq. Fax: (954) 769-6527
With a copy (which shall not constitute notice) to:
	Akerman LLP One Southeast Third Avenue 25th Floor Miami, FL 33131 Attention: Jonathan L. Awner, Esq. Fax: (305) 374-5095

Exhibit 10.4

LOAN AGREEMENT

THIS LOAN AGREEMENT ("Agreement") is made and entered into as of February 26, 2013 by and between AUTOBYTEL INC. , a Delaware Corporation ("Borrower"), and UNION BANK, N.A. , a national banking association ("Bank").

SECTION 1. THE CREDIT

1.1 CREDIT FACILITIES

1.1.1 The Revolving Loan. Bank will loan to Borrower an amount not to exceed Eight Million Dollars ($8,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). The proceeds of the Revolving Loan shall be used to finance working capital, capital expenditures, Permitted Acquisitions (as defined below), Permitted Investments (as defined below), shareholder buybacks, and other general corporate purposes. Borrower may borrow, repay and reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note (defined below) . All borrowings of the Revolving Loan must be made before February 28, 2015 (the Maturity Date”), at which time all unpaid principal and interest of the Revolving Loan shall be due and payable. The Revolving Loan shall be evidenced by Bank’s standard form of commercial promissory note (the "Revolving Note"). Bank shall enter each amount borrowed and repaid in Bank's records and such entries shall be deemed correct. Omission of Bank to make any such entries shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed.

1.1.1.1 The Standby L/C Sublimit. As a sublimit under the Revolving Loan, Bank shall issue, for the account of Borrower, one or more irrevocable standby letters of credit (individually, a “Standby L/C"). The aggregate amount available to be drawn under all Standby L/Cs and the aggregate amount of unpaid reimbursement obligations under drawn Standby L/Cs shall not exceed Two Million Dollars ($2,000,000) and shall reduce, dollar for dollar, the maximum amount available under the Revolving Loan. All Standby L/Cs shall be drawn on terms and conditions acceptable to Bank and shall be governed by the terms of (and Borrower agrees to execute) Bank's standard form of standby letter of credit application and reimbursement agreement. No Standby L/C shall expire more than three hundred and sixty five (365) days from the date of its issuance, and in no event later than February 28, 2016 ; provided, however, that Borrower is required to post cash collateral for any Standby L/Cs outstanding on or after the Maturity Date.

1.2 Terminology. The following words and phrases, whether used in their singular or plural form, shall have the meanings set forth below:

“Affiliate” means any entity which Borrower directly or indirectly controls. As used herein, “control” means the possession, directly or indirectly, of power to direct or cause the direction of the management policies of any entity, whether through the ownership of voting securities, by contract or otherwise .

“Change in Control” means:

(i) A merger or consolidation of Borrower with or into another entity as a result of which transaction the shareholders of Borrower immediately prior to such transaction own less than fifty percent (50%) of the outstanding voting shares of Borrower immediately after such transaction; or

(ii) A transaction or series of related transactions in which an entity not controlled by Borrower acquires all or substantially all of the assets of Borrower.

“GAAP” means generally accepted accounting principles and practices consistently applied. Accounting terms used in this Agreement but not otherwise expressly defined have the meanings given them by GAAP.

“L/C” means the Commercial L/Cs or the Standby L/Cs, or both, as the context may require.

“Lien” means any voluntary or involuntary security interest, mortgage, pledge, claim, charge, encumbrance, title retention agreement, or third party interest covering all or any part of the property of Borrower.

“Loan” means all the credit facilities described above.

"Loan Documents" means this Agreement, the Note, and all other documents, instruments and agreements required by Bank and executed in connection with this Agreement, the Note, the Loans, and with all other credit facilities from time to time made available to Borrower by Bank.

"Note" means the Revolving Note described above.

“Permitted Acquisitions” means any acquisition of or investment in the assets or equity interests of a third party having an acquisition price or investment amount of (i) up to One Million Dollars ($1,000,000.00) for any single acquisition, and (ii) up to Two Million Dollars ($2,000,000) in the aggregate for all acquisitions consummated in any fiscal year.

“Permitted Investments” means any investment in the assets, equity interests or debt of a third party in an amount of (i) up to One Million Dollars ($1,000,000.00) for any single investment, and (ii) up to Two Million Dollars ($2,000,000) in the aggregate for all investements made between the closing date of this Agreement and the Maturity Date.

1.3 Prepayment. The Loan may be prepaid in full or in part but only in accordance with the terms of the Note, and any such prepayment shall be subject to any prepayment fee provided for therein. In the event of a principal prepayment on any term indebtedness, the amount prepaid shall be applied to the scheduled principal installments due in the reverse order of their maturity on the Loan being prepaid.

1.4 Interest. The unpaid principal balance of the Loan shall bear interest at the rate or rates provided in the Note.

1.5 Unused Fee. Starting on the closing date of this Agreement through March 29, 2013 and on the last calendar day of each three-month period thereafter, Borrower shall pay to Bank a fee of one tenth of 1 percent (0.10%) per year on the unused portion of the Revolving Loan for the preceding quarter, computed on the basis of a 365 day year for actual days elapsed.

1.6 Disbursement. Bank shall disburse the proceeds of the Loan as provided in Bank's standard form Authorization(s) to Disburse executed by Borrower.

1.7 Security. Prior to any Loan disbursement, Borrower shall execute one or more security agreements on Bank's standard form, and Bank shall file one or more financing statements in the official records of the appropriate state government and/or any other location required by Bank, granting to Bank a first priority security interest in all present and hereafter acquired accounts receivable generated from products or services (related to the sale of leads, referrals, and advertisements) sold or rendered in ordinary course of business, all books and records related to such accounts receivable, and all proceeds of the foregoing. Any exceptions to Bank's first priority Lien are permitted only as provided in this Agreement. Upon expiration or termination of this Agreement and the Revolving Loan and full payment of all unpaid principal and interest under the Revolving Loan, Bank shall promptly take all actions and execute and file all documents necessary to release its security interest in Borrower’s accounts receivable, books and records, and proceeds thereof.

1.8 Termination at Election of Borrower . Borrower may elect in its sole discretion to terminate this Agreement and the Revolving Loan at any time prior to the Maturity Date upon written notice of termination to Bank. Upon any such termination, all unpaid principal, interest, expenses and fees owing under the Revolving Loan shall be immediately due and payable.

SECTION 2. CONDITIONS PRECEDENT

Bank shall not be obligated to disburse all or any portion of the Loans unless at or prior to the time of each such disbursement, the following conditions have been fulfilled to Bank's satisfaction:

2.1 Compliance. Borrower shall have performed and complied with all terms and conditions required by this Agreement to be performed or complied with, and shall have executed and delivered to Bank the Note and all other Loan Documents.

2.2 Authorization to Obtain Credit. Borrower shall have provided Bank with an executed copy of Bank’s form Authorization to Obtain Credit authorizing the execution, delivery and performance of this Agreement and the other Loan Documents.

2.3 Continuing Compliance. At the time any disbursement is to be made and immediately thereafter, there shall not exist any Event of Default (as hereinafter defined) or any event, condition, or act which with notice or lapse of time, or both, would constitute an Event of Default.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

3.1 Business Activity. Borrower’s principal business is as an internet-based automotive service, sales referral, and marketing company.

3.2 Affiliates and Subsidiaries. Borrower's Affiliates are as provided on a schedule delivered to Bank on or before the date of this Agreement.

3.3 Organization and Qualification. Borrower is duly organized and existing under the laws of the state of its organization, is duly qualified and in good standing in any jurisdiction where such qualification is required, and has the power and authority to carry on the business in which it is engaged and/or proposes to engage.

3.4 Power and Authorization. Borrower has the power and authority to enter into this Agreement and to execute and deliver the Note and all other Loan Documents. This Agreement and all things required by this Agreement and the other Loan Documents have been duly authorized by all requisite action of Borrower.

3.5 Authority to Borrow. The execution, delivery and performance of this Agreement, the Note and all other Loan Documents are not in contravention of any of the terms of any indenture, agreement or undertaking to which Borrower is a party or by which it or any of its property is bound or affected.

3.6 Compliance with Laws. Borrower is in material compliance with all applicable laws, rules, ordinances or regulations which materially affect the operations or financial condition of Borrower.

3.7 Title. Except for assets which may have been disposed of in the ordinary course of business, Borrower has good and marketable title to all property owned by Borrower and reflected in its financial statements delivered to Bank and to all property acquired and owned by Borrower since the date of said financial statements, free and clear of all Liens, except Liens specifically referred to in said financial statements or as permitted by Section 5.1 of this Agreement.

3.8 Financial Statements. Borrower’s financial statements, including both a balance sheet at September 30, 2012, together with supporting schedules, and an income statement for the nine (9) months ended September 30, 2012, have heretofore been furnished to Bank, are true and complete, and fairly represent Borrower’s financial condition for the period covered thereby. Since September 30, 2012, there has been no material adverse change in Borrower’s financial condition or operations.

3.9 Litigation. There is no litigation or proceeding pending or threatened against Borrower or any of its property which is reasonably likely to affect the financial condition, property or business of Borrower in a materially adverse manner or result in liability in excess of Borrower's insurance coverage.

3.10 ERISA. Borrower’s defined benefit pension plans (as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), meet, as of the date hereof, the minimum funding standards of Section 302 of ERISA, and no Reportable Event or Prohibited Transaction as defined in ERISA has occurred with respect to any such plan.

3.11 Regulation U. No action has been taken or is currently planned by Borrower, or any agent acting on its behalf, which would cause this Agreement or the Note to violate Regulation U or any other regulation of the Board of Governors of the Federal Reserve System, or to violate the Securities and Exchange Act of 1934, in each case as in effect now or as the same may hereafter be in effect. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock as one of its important activities and, except as may be expressly agreed to and documented between Borrower and Bank, none of the proceeds of the Loan will be used directly or indirectly for such purpose.

3.12 No Event of Default. Borrower is not now in default in the payment of any of its material obligations, and there exists no Event of Default, and no condition, event or act which with notice or lapse of time, or both, would constitute an Event of Default.

3.13 Continuing Representations and Warranties. The foregoing representations and warranties shall be considered to have been made again at and as of the date of each and every Loan disbursement and shall be true and correct as of each such date.

SECTION 4. AFFIRMATIVE COVENANTS

Until all sums payable pursuant to this Agreement, the Note and the other Loan Documents have been paid in full, unless Bank otherwise consents in writing, Borrower agrees that:

4.1 Use of Proceeds. Borrower will use the proceeds of the Loan only as provided in Section 1 above.

4.2 Payment of Obligations. Borrower will pay and discharge promptly when due all taxes, assessments and other governmental charges and claims levied or imposed upon it or its property, or any part thereof; provided, however , that Borrower shall have the right in good faith to contest any such taxes, assessments, charges or claims and, pending the outcome of such contest, to delay or refuse payment thereof provided that adequately funded reserves are established by it to pay and discharge any such taxes, assessments, charges and claims.

4.3 Maintenance of Existence. Borrower will maintain and preserve its existence, its material assets, and all material rights, franchises, licenses and other authority necessary for the conduct of its business, and will maintain and preserve its property, equipment and facilities in good order, condition and repair. Bank may, at reasonable times, visit and inspect any of Borrower’s properties.

4.4 Records. Borrower will keep and maintain full and accurate accounts and records of its operati ons in accordance with GAAP and will permit Bank, at Borrower’s expense, to have access thereto, to make examination and photocopies thereof, and to make audits of Borrower’s accounts and records and Bank’s collateral during regular business hours; provided, however, that unless an Event of Default has occurred or is continuing, Bank shall be limited to not more than one such audit in any twelve-month period.

4.5 Information Furnished. Borrower will furnish to Bank:

(a) Within forty five (45) days after the close of each fiscal quarter, except for the final quarter of each fiscal year, its unaudited balance sheet as of the close of such fiscal quarter, its unaudited income and expense statement with year-to-date totals and supportive schedules, and its statement of retained earnings for that fiscal quarter all prepared in accordance with GAAP.

(b) Within one hundred and twenty (120) days after the close of each fiscal year, a copy of its statement of financial condition including at least its balance sheet as of the close of such fiscal year and its income and expense statement, and its retained earnings statement for such fiscal year, examined and prepared on an audited basis by independent certified public accountants selected by Borrower and reasonably satisfactory to Bank, in accordance with GAAP.

(c) Concurrently with delivery to Bank of the financial statements provided in Section 4.5 (a) and Section 4.5 (b) hereof a certificate of compliance with all covenants under this Agreement executed by Borrower’s chief financial officer or other duly authorized officer in form acceptable to bank. The certificate of compliance will include changes, if any, in Borrower’s Affiliates (including any subsidiaries) and a list of all persons known to

Borrower, based on public filings with the Securities and Exchange Commission, to be the beneficial owner of more than ten percent of the Borrower’s outstanding common stock.

(d) Within ninety (90) days after the close of each fiscal year, a copy of the internally prepared projections of Borrower for the forthcoming fiscal year;

(e) Prompt written notice to Bank of any Event of Default or breach under any of the terms or provisions of this Agreement or any other Loan Document, any litigation which would have a material adverse effect on Borrower's financial condition, and any other matter which has resulted in, or is likely to result in, a material adverse change in Borrower’s financial condition or operations.

(f) Prompt written notice to Bank of any change in Borrower's officers, board members, and other senior management, Borrower's name or state of organization, and the location of Borrower's assets.

(g) Within fifteen (15) days after Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction (as defined in ERISA) has occurred with respect to any defined benefit pension plan of Borrower, a statement of an authorized officer of Borrower describing such event or condition and the action, if any, which Borrower proposes to take with respect thereto.

(h) Such other financial statements and information as Bank may reasonably request from time to time.

4.6 Net Liquidity. Borrower will, at all times, maintain a minimum Net Liquidity of at least Eight Million Dollars ($8,000,000). "Net Liquidity" to be defined as cash and cash equivalents with a rating of at least A1 or P1 maturing in less than 90 days minus any dollar borrowings under the Revolving Loan for the same applicable period. For purposes of calculating this covenant, all restricted cash is considered excluded from the definition of Liquidity.

4.7 Profitability. Borrower will, at the end of each fiscal quarter, maintain a net profit after tax of at least one dollar ($1.00).

4.8 EBITDA. Borrower will, at the end of each fiscal quarter, maintain quarterly EBITDA of at least the following :

Minimum Amount Quarter

Five Hundred Thousand Dollars ($500,000) ending March 31 ^st

Six Hundred Thousand Dollars ($600,000) ending June 30 ^th

One Million Two Hundred Thousand Dollars ($1,200,000) ending September 30 ^th

One Million Dollars ($1,000,000) ending December 31 ^st

“EBITDA” to be defined as earnings before interest, taxes, depreciation, amortization, non cash share-based compensation, and other non-cash charges expensed for the applicable period.

4.9 Tangible Net Worth. Borrower will, at all times, maintain Tangible Net Worth of not less than Nine Million Dollars ($9,000,0000) from the day of closing this Agreement to December 30, 2013; increasing to Ten Million Dollars ($10,000,000) on December 31, 2013 and staying at that level for each measurable period thereafter.

“Tangible Net Worth” shall be defined as the net worth of the Borrower (as defined by GAAP) increased by any indebtedness subordinated to Bank and decreased by any patents, licenses, trademarks, trade names, amortizing loan fees, goodwill and other similar intangible assets, organizational expenses, covenants not to compete, and any monies due from affiliates (including officers, shareholders, employees, and directors).

4.10 Balance. Borrower shall maintain its major depository accounts with Bank until all obligations of Borrower to Bank under the Loan Documents have been paid in full.

4.11 Insurance. Borrower will keep all of its insurable property, whether real, personal or mixed, adequately insured by good and responsible companies against fire and such other risks for damages to persons and property as are customarily insured against by companies conducting similar business with respect to like properties. Borrower will maintain adequate worker's compensation insurance for Borrower’s employees.

4.12 Additional Requirements. Upon Bank’s demand, Borrower will promptly take such further action and execute all such additional documents and instruments in connection with this Agreement and the other Loan Documents as Bank reasonably deems necessary, and promptly supply Bank with such other information concerning its affairs as Bank may reasonably request from time to time.

4.13 Litigation and Attorneys' Fees. Upon Bank’s demand, Borrower will promptly pay to Bank reasonable attorneys' fees, including the reasonable estimate of the allocated costs and expenses of in-house legal counsel and staff, and all costs and other expenses paid or incurred by Bank in collecting, modifying or compromising the Loan or in enforcing or exercising its rights or remedies created by, connected with or provided for in this Agreement and the other Loan Documents. If any judicial action, arbitration or other proceeding is commenced, only the prevailing party shall be entitled to attorneys' fees and court costs.

4.14 Bank Expenses. Upon Bank’s request, Borrower will pay or reimburse Bank for all costs, expenses and fees incurred by Bank in preparing and documenting any amendments and modifications to any Loan Documents, including but not limited to all filing and recording fees, costs of appraisals, insurance and attorneys' fees, including the reasonable estimate of the allocated costs and expenses of in-house legal counsel and staff.

SECTION 5. NEGATIVE COVENANTS

Until all sums payable pursuant to this Agreement, the Note and the other Loan Documents have been paid in full, unless Bank otherwise consents in writing, Borrower agrees that:

5.1 Liens. Borrower will not create, assume or suffer to exist any Lien on any of its property, whether real, personal or mixed, now owned or hereafter acquired, or upon the income or profits thereof, except (a) Liens in favor of Bank, (b) Liens for taxes not delinquent and taxes and other items being contested in good faith, (c) minor encumbrances and easements on real property which do not affect its market value, (d) existing Liens on Borrower's personal property, (e) future purchase money security interests encumbering only the personal property purchased; (f) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty; (g) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with worker’s compensation, unemployment insurance and other like laws and attorneys’ liens); (h) Liens to secure the performance of bids, tenders or trade contracts or to secure statutory obligations, surety or appeal bonds; (i) Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; (j) Liens for borrowed money from any entity other than Bank in an aggregate amount not to exceed One Million Dollars ($1,000,000), and (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; and (l) Liens of or resulting from any judgment or award the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which Borrower shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured and in an amount, at any time, not to exceed more than Five Million Dollars ($5,000,000).

5.2 Borrowings. Borrower will not sell, discount or otherwise transfer any account receivable (other than accounts receivable in connection with collection, dispute or settlement of such accounts receivable) or any note, draft or other evidence of indebtedness payable to Borrower, except to Bank or except to a financial institution at face value for deposit or collection purposes only, and without any fees other than the financial institution’s normal fees for such services. Borrower will not borrow any money, become contingently liable to borrow money, or enter any agreement to directly or indirectly obtain borrowed money, except : (i) pursuant to agreements with Bank; (ii) transactions resulting in Liens permitted in Sections 5.1 (d), (e) and (h); (iii) borrowings under Section 5.1 (j) in an amount not to exceed One Million Dollars ($1,000,000); (iv) the existing Five Million Dollars ($5,000,000) in convertible subordinated promissory notes to the former owners of Autotropolis, Inc. and Cyber Ventures, Inc. maturing on September 30, 2015; and (v) trade credit or other borrowings incurred in the normal course of business.

5.3 Sale of Assets, Liquidation or Merger. Borrower will not liquidate or dissolve or enter into any transaction resulting in a Change in Control.

5.4 Loans, Advances and Guaranties. Borrower will not, except in the ordinary course of business as currently conducted or between Borrower and its wholly owned subsidiaries, make any loans or advances, become a guarantor or surety, or pledge its credit or properties in excess of One Million Dollars ($1,000,000) in the aggregate.

5.5 Investments. Borrower will not purchase the debt or equity of another entity except for (i) savings accounts and certificates of deposit of Bank, direct U.S. Government obligations, commercial paper issued by corporations with the top ratings of Moody's or Standard & Poor's, provided that all such permitted investments shall mature within one year of purchase; and (ii) Permitted Investments.

5.6 Payment of Dividends. Except for dividends, distributions or exchanges of Rights, Series A Junior Participating Preferred Stock or common stock in accordance with the Company’s Tax Benefit Preservation Plan, Borrower will not declare or pay any dividends, other than dividends payable solely in its own common stock, or authorize or make any other distribution with respect to any of its stock now or hereafter outstanding which exceeds in the aggregate for any fiscal year more than twenty five percent (25%) of Borrower's net profit after taxes.

5.7 Redemption of Stock. Except for redemption of rights or Series A Junior Participating Preferred Stock in accordance with the Company’s Tax Benefit Preservation Plan, Borrower will not redeem or retire any share of its capital stock for value in excess of Three Million Dollars ($3,000,000) in any one fiscal year.

5.8 Affiliate Transactions. Borrower will not transfer any property to any Affiliate, except for value received in the normal course of business and for an amount, including any management or service fee(s), as would be conducted and charged with an unrelated or unaffiliated entity. Borrower will not pay any management fee or fee for services to any Affiliate, other than as would be conducted and charged with an unrelated or unaffiliated entity, without Bank’s prior written consent.

5.9 Capital Expenditures. Borrower will not p urchase fixed assets in the form of property, plant, equipment or fixtures in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) in any single fiscal year of Borrower. For purposes of calculating such expenditures to determine compliance with the above limitation, the amount shall be that represented as purchase of such items on the Consolidated Statement of Cash Flows of the Borrower's fiscal year-end audited financial statement .

5.10 Lease Obligations. Borrower will not incur total lease obligations as lessee which would result in aggregate lease payments for any fiscal year exceeding Three Million Dollars ($3,000,000). Each such lease shall be of equipment or real property needed by Borrower in the ordinary course of its business.

SECTION 6. EVENTS OF DEFAULT

The occurrence of any of the following events ("Events of Default") shall terminate any obligation of Bank to make or continue the Loan and shall automatically, unless otherwise provided under the Note, make all sums of interest and principal and any other amounts owing under the Loan immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or any other notices or demands:

6.1 Borrower shall default in the due and punctual payment of the principal of or the interest on the Note or any of the Loan Documents and such default shall continue for a period of three (3) business days; provided, however, that no grace period shall apply to any payment default at maturity, following acceleration or in connection with a prepayment hereunder.

6.2 Other than a payment default under Section 6.1, Borrower shall default in any material respect in the due performance or observance of any covenant or condition of the Loan Documents and such default shall not have been cured by Borrower before the expiration of fifteen (15) days after the date of the default.

6.3 There shall have occurred a Change in Control.

6.4 The insolvency of Borrower or the failure of Borrower to generally to pay Borrower’s debts as such debts become due, subject to applicable grace or cure periods.

6.5 The commencement by Borrower of any voluntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, dissolution, general assignment for the benefit of creditors, debt adjustment, debtor relief, or appointment of a receiver, trustee, custodian or similar official for all or substantially all of Borrower’s property.

6.6 The commencement against Borrower of any involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, general assignment for the benefit of creditors, debt adjustment, debtor relief, or appointment of a receiver, trustee, custodian or similar official for all or substantially all of Borrower’s property and any such proceeding is not dismissed within ninety (90) days after commencement.

6.7 The failure by Borrower to comply in any respect with any order, judgment, injunction, decree, writ or demand of any court or other public authority where such failure would result in a material adverse change in, or a material adverse effect upon, the operations, assets, performance, business, properties, or condition (financial or otherwise) of Borrower such that Borrower’s ability to perform under any Loan Document) is materially impaired.

6.8 The default by Borrower or any Guarantor for any obligation exceeding One Million Dollars ($1,000,000) concerning the borrowing of money, which default enables the obligee to accelerate the entire amount due.

SECTION 7. GENERAL PROVISIONS

7.1 Additional Remedies. The rights, powers and remedies given to Bank hereunder shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Bank by law against Borrower or any other person or entity including but not limited to Bank's rights of setoff and banker's lien.

7.2 Nonwaiver. Any forbearance or failure or delay by Bank in exercising any right, power or remedy hereunder shall not be deemed a waiver thereof and any single or partial exercise of any right, power or remedy shall not preclude the further exercise thereof. No waiver shall be effective unless it is in writing and signed by an officer of Bank.

7.3 Inurement. The benefits of this Agreement and the other Loan Documents shall inure to the successors and assigns of Bank and the permitted successors and assigns of Borrower, but any attempted assignment by Borrower without Bank's prior written consent shall be null and void.

7.4 Applicable Law. This Agreement and the other Loan Documents shall be governed by and construed according to the laws of the State of California.

7.5 Severability. Should any one or more provisions of this Agreement or any other Loan Document be determined to be illegal or unenforceable, all other provisions of such document shall nevertheless be effective.

7.6 Controlling Document. In the event of any inconsistency between the terms of this Agreement and any other Loan Document, the terms of the other Loan Document shall prevail.

7.7 USA Patriot Act Notice. Bank is subject to the USA Patriot Act and hereby notifies Borrower that pursuant to the requirements of that Act, Bank is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Bank to identify Borrower in accordance with that Act.

7.8 Construction. The section and subsection headings herein are for convenient reference only and shall not limit or otherwise affect the interpretation of this Agreement.

7.9 Amendments. This Agreement may be amended only in writing signed by all parties hereto.

7.10 Counterparts. Borrower and Bank may execute one or more counterparts to this Agreement, each of which shall be deemed an original, but all such counterparts when taken together, shall constitute one and the same agreement.

7.11 Notices . Any notices or other communications provided for or allowed hereunder shall be effective only when given by one of the following methods and addressed to the parties at their respective addresses and shall be considered to have been validly given (a) upon delivery, if delivered personally, (b) upon receipt, if mailed, first class postage prepaid, with the United States Postal Service, (c) on the next business day, if sent by overnight courier service of recognized standing, or (d) upon telephoned confirmation of receipt, if telecopied or e-mailed. The addresses to which notices or demands are to be given may be changed from time to time by notice delivered as provided above.

7.12 Integration Clause. Except for the other Loan Documents, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan, and all prior oral or written communications between Borrower and Bank shall be of no further effect or evidentiary value.

THIS AGREEMENT is executed on behalf of the parties by their duly authorized representative(s) as of the date first above written.

AUTOBYTEL INC.

By: /s/ Curtis DeWalt

Curtis DeWalt

Chief Financial Officer

By: /s/ Glenn E. Fuller

Glenn E. Fuller

Executive Vice President, Chief

Legal and Administrative Officer

and Secretary

Address:

18872 MacArthur Blvd., Suite 200

Irvine California 92612

Telephone: 949-225-4500

Fax : 949-797-0450

UNION BANK, N.A.

By: /s/ Gregory Dubnansky

Gregory Dubnansky

Vice President

Address:

18300 Von Karman Avenue, Suite 310

Irvine, California 92612

Telephone: 949-553-6879

Fax : 949-553-7112

FIRST AMENDMENT
TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO THE LOAN AGREEMENT ("First Amendment"), dated as of September 10, 2013, is made and entered into by and between AUTOBYTEL, INC., a Delaware corporation ("Borrower"), and UNION BANK, N.A., a national banking association ("Bank").

A. Borrower and Bank are parties to that certain Loan Agreement dated as of February 26, 2013 (the "Agreement"), pursuant to which Bank agreed to extend credit to Borrower in the form of an Eight Million Dollar ($8,000,000) revolving line of credit (the "Facility").

B. Borrower has requested that Bank agree to amend the Agreement in certain respects and Bank is willing to so agree to amend the Agreement, subject, however, to the terms and conditions of this First Amendment.

In consideration of the above recitals and of the mutual covenants and conditions contained herein, Borrower and Bank hereby agree as follows:

1. Defined Terms . Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned thereto in the Agreement.

2. Amendment to the Agreement .

The definition of "Permitted Investments" is deleted in its entirety and replaced with the following:

"Permitted Investments" means any investment in the assets, equity interests, or debt of a third party in an amount not to exceed (i) Five Million Dollars ($5,000,000) for an equity investment in AutoWeb.com, ii) up to One Million Dollars ($1,000,000)for any single investment, and (iii) up to Two Million Dollars ($2,000,000) in the aggregate for all investments made between February 26, 201 3 and the Maturity Date (excluding AutoWeb.com)".

3. Effectiveness of this First Amendment . This First Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:

(a) A counterpart of this First Amendment, duly executed by Borrower;

(b) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this First Amendment.

(a) Except as specifically amended hereinabove, the Agreement shall remain in full force and effect and is hereby ratified and confirmed; and

( b) Upon the effectiveness of this First Amendment, each reference in the Agreement to "this Agreement", "hereunder", "herein", "hereof' or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this First Amendment,

5. Representations and Warranties . Borrower represents and warrants as follows:

(a) Each of the representations and warranties contained in Section 3 of the Agreement, as amended hereby, is hereby reaffirmed as of the date hereof, each as if set forth herein;

(b) The execution, delivery and performance of this First Amendment are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, have received all necessary approvals, if any, and do not contravene any law or any contractual restriction binding on Borrower; and

(c) Except as previously disclosed to Bank, no event has occurred and is continuing or would result from this First Amendment which constitutes an Event of Default under the Agreement, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

6. Governing Law . This First Amendment shall be deemed a contract under and subject to, and shall be construed for all purposes and in accordance with, the laws of the State of California.

7. Counterparts . This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

WITNESS the due execution hereof as of the date first above written.

By: /s/ Curtis DeWalt

Senior Vice President and

Chief Financial Officer

By: /s/ Glenn E. Fuller

Executive Vice President,

Chief Legal and Administrative

Officer and Secretary

By: /s/ Gregory Dubnansky

SECOND AMENDMENT
TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (“Second Amendment”), dated as of January 13, 2014, is made and entered into by and between AUTOBYTEL INC., a Delaware corporation (“Borrower”), and UNION BANK, N.A., a national banking association (“Bank”).

RECITALS :

A. Borrower and Bank are parties to that certain Loan Agreement dated as of February 26, 2013, that certain Consent dated July 29, 2013, and that certain First Amendment dated September 10, 2013 (collectively the “Agreement”), pursuant to which Bank agreed to extend credit to Borrower in the form of an Eight Million Dollar ($8,000,000) revolving line of credit.

B. Borrower has requested that Bank agree to amend the Agreement in certain respects including, but not limited to, (a) the approval of Borrower's acquisition of AutoNation's leads generation business, (b) the addition of a new Nine Million Dollar ($9,000,000) Term Loan, and (c) the amendment of certain financial covenants. Bank is willing to amend the Agreement, subject, however, to the terms and conditions of this Second Amendment.

C. Borrower has informed Bank that it intends to purchase AutoNation’s leads generation business (the “Acquisition”) for Fourteen Million Dollars ($14,000,000) in accordance with the terms of the letter of intent dated November 25, 2013 (“LOI”). Borrower has requested that Bank consent to this Acquisition not withstanding any provisions to the contrary contained in the Agreement.

AGREEMENT :

In consideration of the above recitals and of the mutual covenants and conditions contained herein, Borrower and Bank hereby agree as follows:

1. Defined Terms. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned thereto in the Agreement.

2. Amendments to the Agreement .

(a) Notwithstanding any provisions to the contrary in the Agreement, Bank hereby consents to the Acquisition, provided that (a) the purchase price for such acquisition does not exceed Fourteen Million Dollars ($14,000,000), (b) such Acquisition is consummated in accordance with the LOI, the form and substance of which shall be acceptable to Bank, (c) the Acquisition closes within the next ninety (90) days, and (d) both before and after giving effect to such Acquisition, no default or Event of Default shall exist under the Agreement after giving effect to the forgoing consent.

(b) Section 1.1.1 of the Agreement, which relates to the Revolving Loan , is hereby amended by substituting the new maturity date of “March 31, 2017” for the existing maturity date of “February 28, 2015 appearing in line eight thereof.

(c) Section 1.1 .1.1 of the Agreement, which relates to the Standby L/C Sublimit , is hereby amended by substituting the new maturity date of “March 31, 2018” for the existing maturity date of “February 28, 2016” appearing in line twelve thereof.

(d) Section 1.1 of the Agreement, which related to the Credit Facilities , is hereby amended by adding a new Section, 1.1.2, for the new term loan, which shall read as follows:

“ 1.1.2 Term Loan. Pursuant to the terms and conditions of the Second Amendment, Bank shall make a new term loan (“Term Loan”) to Borrower in one disbursement on the closing date of this Second Amendment in the aggregate principal amount of Nine Million Dollars ($9,000,000). Proceeds of this Term Loan are to be used to finance a portion of the acquisition of AutoNation's leads generation business. Borrower's obligation to repay the principal amount of this Term Loan, together with accrued interest thereon, shall be evidenced by a promissory note (“Term Note”), issued by Borrower in favor of Bank on the standard form used by Bank to evidence its commercial loans. This Term Note shall provide for quarterly payments of principal and interest as set forth therein and shall be fully repaid by no later than December 31, 2017.”

(e) Section 1.7 of the Agreement, which relates to the Security Agreement , is hereby deleted in its entirety and replaced with the following:

“ 1.7 Security . Prior to the making of any advance under the Revolving Loan or Term Loan, Borrower shall execute one or more security agreements, each on Bank's standard form, granting to Bank a first priority security interest in such of Borrower's personal property (the “Collateral”) as is described in such security agreement or security agreements. Bank is hereby authorized to file one or more financing statements covering all or any portion of the Collateral in the official records of the appropriate state government and/or any other location required by Bank. Any exceptions to Bank's first priority security interest in the Collateral are permitted only as provided in this Agreement. At Bank's request, Borrower will use commercially reasonable efforts to obtain executed landlord's and mortgagee's waivers, each on Bank's form, covering all of Borrower's fixed assets located on leased or encumbered real property. Upon the expiration or termination of this Agreement, along with full payment of all unpaid principal, interest and fees under the Loans thereunder, Bank shall promptly take all actions to execute and file documents necessary to release its security in the assets of the Borrower.”

(f) Section 4.6 of the Agreement, which relates to Net Liquidity , is hereby deleted in its entirety and replaced with the following:

“ 4.6 Minimum Liquidity . Borrower will, at all times, maintain a minimum Liquidity of at least the following:

(i)

Eight Million Dollars ($8,000,000) from the day of the closing of this Amendment through June 30, 2014, increasing to

(ii)

Nine Million Dollars ($9,000,000) from July 1, 2014 through December 31, 2014, increasing to

(iii)

Ten Million Dollars ($10,000,000) on January 1, 2015 and for every period thereafter.

“Liquidity” to be defined as cash and equivalents with a S&P or Moody's rating of at least A1 or PI and maturing in less than 90 days from the date of determination. All restricted cash shall be excluded from this Liquidity calculation.”

(g) Section 4.7 of the Agreement, which relates to Profitability , is hereby deleted in its entirety and replaced with the following:

“ 4.7 Minimum Annual EBITDA . Borrower will, at the end of each fiscal year, maintain a minimum EBITDA of at least Five Million Three Hundred Thousand Dollars ($5,300,000).

“EBITDA” to be defined as earnings before interest, taxes, depreciation, amortization, non cash share-based compensation, and other non-cash charges expensed for the applicable period.”

(h) Section 4.8 of the Agreement, which relates to EBITDA , is hereby deleted in its entirety and replaced with the following:

“ 4.8 Quarterly EBITDA . Borrower will, at the end of each fiscal quarter, maintain a minimum quarterly EBITDA of at least the following:


Minimum Amount	Quarter
Seven Hundred Fifty Thousand Dollars ($750,000)	ending March 31st
One Million Dollars ($1,000,000)	ending June 30th
One Million Five Hundred Thousand Dollars ($1,500,000)	ending Sept 30th
One Million Two Hundred Fifty Thousand Dollars (1,250,000)	ending December 31st

(i) Section 4.9 of the Agreement, which relates to Tangible Net Worth , is hereby deleted in its entirety and replaced with the following:

“ 4.9

Tangible Net Worth . Borrower will, at all times, maintain a Tangible Net Worth of not less than 75% of the combined balance sheet Tangible Net Worth at the time of the Acquisition's closing and staying at that level for each measurable period thereafter

(j) Section 5.2 of the Agreement, which relates to Borrowings , is hereby amended by adding subset iv) to the end of the paragraph as follows:

“, and vi) the One Million Dollars ($1,000,000) seller note issued in conjunction with the acquisition of AutoNation's lead generation business.”

3. Effectiveness of this Second Amendment . This Second Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:

(a) A counterpart of this Second Amendment, duly executed by Borrower;

(b) A replacement Revolving Note and new Term Note; and

(c) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Second Amendment.

4. Ratification .

(a) Except as specifically amended herein above, the Agreement shall remain in full force and effect and is hereby ratified and confirmed; and

(b) Upon the effectiveness of this Second Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Second Amendment.

5. Representations and Warranties . Borrower represents and warrants as follows:

(a) Each of the representations and warranties contained in Section 3 of the Agreement, as amended hereby, is hereby reaffirmed as of the date hereof, each as if set forth herein;

(b) The execution, delivery and performance of this Second Amendment are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, have received all necessary approvals, if any, and do not contravene any law or any contractual restriction binding on Borrower; and

(c) Except as previously disclosed to Bank, no event has occurred and is continuing or would result from this Second Amendment which constitutes an Event of Default under the Agreement, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

6. Governing Law . This Second Amendment shall be deemed a contract under and subject to, and shall be construed for all purposes and in accordance with, the laws of the State of California.

7. Counterparts . This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

WITNESS the due execution hereof as of the date first above written

“Borrower”

AUTOBYTEL INC.

By: /s/ Curtis DeWalt

Curtis DeWalt

Chief Financial Officer

By: /s/ Glenn E. Fuller

Glenn E. Fuller

Executive Vice President, Chief Legal

and Administrative Officer and Secretary

“Bank”

UNION BANK, N.A.

By: /s/ Gregory Dubnansky

Gregory Dubnansky

Vice President

SECURITY AGREEMENT

This Security Agreement ("Agreement") is executed at Irvine, California on January 13, 2014 by Autobytel Inc. a Delaware corporation (herein called "Debtor").

As security for the payment and performance of all of Debtor's obligations to UNION BANK, N.A., (herein called "Bank"), regardless of the manner in which or the time at which such obligations arose or shall arise, whether direct or indirect, alone or with others, or absolute or contingent, Debtor hereby grants a continuing security interest in, and assigns and transfers to Bank, the following personal property, whether or not delivered to or in the possession or control of Bank or its agents, and whether now or hereafter owned or in existence, and all proceeds thereof (hereinafter called the "Collateral"):

All present and hereafter acquired personal property including but not limited to all accounts, chattel paper, Swap Contract (as defined in the security agreement), instruments, contract rights, general intangibles, goods, equipment, inventory, documents, certificates of title, deposit accounts, returned or repossessed goods, fixtures, commercial tort claims, insurance claims, rights and policies, letter of credit rights, investment property, supporting obligations, and the proceeds, products, parts, accessories, attachments, accessions, replacements, substitutions, additions, and improvements of or to each of the foregoing.

Entities executing this Security Agreement as Debtor agree not to change their state of organization, principal place of business (if a general partnership or other nonregistered entity) or name, as identified below, without Bank's prior written consent::

LEGAL NAME OF DEBTOR STATE OF ORGANIZATION/PRINCIPAL PLACE OF BUSINESS

Autobytel Inc. State of Delaware

AGREEMENT

1. The term "credit" or "indebtedness" as used throughout this Agreement means any indebtedness to Bank under that certain Promissory Note dated as of January 13, 2014 (“Note”), executed by Debtor in favor of Bank. Credit may be granted at the request of any one Debtor without further authorization by or notice to any other Debtor. Collateral shall be security for all nonconsumer indebtedness of Debtor to Bank in accordance with the terms and conditions herein.

2. Debtor will: (a) pay when due all indebtedness to Bank; (b) execute such other documents and do such other acts and things as Bank may from time to time require to establish and maintain a valid perfected security interest in Collateral, including payment of all costs and fees in connection with any of the foregoing when deemed necessary by Bank; (c) furnish Bank such information concerning Debtor and Collateral as Bank may from time to time request, including but not limited to current financial statements in accordance with that certain Loan Agreement dated February 26, 2013 (all Amendments and the Loan Agreement together called the “Loan Agreement”); (d) keep Collateral separate and identifiable where such Collateral is currently located and permit Bank and its representatives to inspect Collateral and/or records pertaining thereto from time to time during normal business hours; (e) not sell, assign or create or permit to exist any lien on or security interest in Collateral in favor of anyone other than Bank unless Bank consents thereto in writing and at Debtor's expense upon Bank's request remove any unauthorized lien or security interest and defend any claim affecting the Collateral; (f) pay all charges against Collateral prior to delinquency including but not limited to taxes, assessments, encumbrances, insurance and diverse claims, and upon Debtor's failure to do so Bank may pay any such charge as it deems necessary and add the amount paid to the indebtedness of Debtor hereunder; (g) protect, defend and maintain the Collateral and the perfected security interest of Bank and initiate, commence and maintain any action or proceeding to protect the Collateral; (h) reimburse Bank for any expenses, including but not limited to reasonable attorneys' fees and expenses (including the allocated costs of Bank's in-house counsel and legal staff)

incurred by Bank in seeking to protect, collect or enforce any rights in Collateral; (i) provide insurance in accordance with the Loan Agreement; (j) intentionally omitted; (k) perform all of the obligations of the Debtor under the Collateral and save Bank harmless from the consequence of any failure to do so; and (l) at its own expense, upon request of Bank, notify any parties obligated to Debtor on any Collateral to make payment to Bank and Debtor hereby irrevocably grants Bank power of attorney to make said notifications and collections. Debtor hereby appoints Bank the true and lawful attorney of Debtor and authorizes Bank to perform any and all acts which Bank in good faith deems necessary for the protection and preservation of Collateral or its value or Bank's perfected security interest therein, including transferring any Collateral into its own name and receiving the income thereon as additional security hereunder. Bank does not assume any of the obligations arising under the Collateral.

3. Debtor warrants that: (a) it is and will be the lawful owner of all Collateral free of all claims, liens, encumbrances and setoffs whatsoever, other than the security interest granted pursuant hereto; (b) it has the capacity to grant a security interest in Collateral to Bank; (c) all information furnished by Debtor to Bank heretofore or hereafter, whether oral or written, is and will be correct and true as of the date given; and (d) if Debtor is an entity, the execution, delivery and performance hereof are within its powers and have been duly authorized.

4. The term default shall have the same meaning as such term is defined in the Note.

5. Whenever a default exists, Bank, at its option, may: (a) without notice accelerate the maturity of any part or all of the indebtedness and terminate any agreement for the granting of further credit to Debtor; (b) sell, lease or otherwise dispose of Collateral at public or private sale; (c) transfer any Collateral into its own name or that of its nominee; (d) retain Collateral in satisfaction of obligations secured hereby, with notice of such retention sent to Debtor as required by law; (e) notify any parties obligated on any Collateral consisting of accounts, instruments, chattel paper, choses in action or the like to make payment to Bank and enforce collection of any Collateral; (f) file any action or proceeding which Bank may deem necessary or appropriate to protect and preserve the right, title and interest of the Bank in the Collateral; (g) require Debtor to assemble and deliver any Collateral to Bank at a reasonably convenient place designated by Bank; (h) apply all sums received or collected from or on account of Collateral, including the proceeds of any sale thereof, to the payment of the costs and expenses incurred in preserving and enforcing rights of Bank, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel and legal staff), and indebtedness secured hereby in such order and manner as Bank in its sole discretion determines; Bank shall account to Debtor for any surplus remaining thereafter, and shall pay such surplus to the party entitled thereto, including any second secured party who has made a proper demand upon Bank and has furnished proof to Bank as requested in the manner provided by law; in like manner, Debtor agrees to pay to Bank without demand any deficiency after any Collateral has been disposed of and proceeds applied as aforesaid; and (i) exercise its banker's lien or right of setoff in the same manner as though the credit were unsecured. Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of California and in any jurisdiction where enforcement is sought, whether in said state or elsewhere. All rights, powers and remedies of Bank hereunder shall be cumulative and not alternative. No delay on the part of Bank in the exercise of any right or remedy shall constitute a waiver thereof and no exercise by Bank of any right or remedy shall preclude the exercise of any other right or remedy or further exercise of the same remedy.

6. Debtor waives: (a) all right to require Bank to proceed against any other person including any other Debtor hereunder or to apply any Collateral Bank may hold at any time or to pursue any other remedy; Collateral, endorsers or guarantors may be released, substituted or added without affecting the liability of Debtor hereunder; (b) the defense of the Statute of Limitations in any action upon any obligations of Debtor secured hereby; (c) any right of subrogation and any right to participate in Collateral until all obligations secured hereby have been paid in full; and (d) to the fullest extent permitted by law, any right to oppose the appointment of a receiver or similar official to operate Debtor's business.

7. The right of Bank to have recourse against Collateral shall not be affected in any way by the fact that the credit is secured by a mortgage, deed of trust or other lien upon real property.

8. The security interest granted herein is irrevocable and shall remain in full force and effect until there is payment in full of the indebtedness or the security interest is released in writing by Bank.

9. Debtor shall be obligated to request the release, reassignment or return of Collateral after the payment in full of all existing obligations. Bank shall be under no duty or obligation to release, reassign or return any Collateral except upon the express written request of Debtor and then only where all of Debtor's obligations hereunder have been paid in full.

10. If more than one Debtor executes this Agreement, the obligations hereunder are joint and several. All words used herein in the singular shall be deemed to have been used in the plural when the context and construction so require. Any married person who signs this Agreement expressly agrees that recourse may be had against his/her separate property for all of his/her obligations to Bank.

11. This Agreement shall inure to the benefit of and bind Bank, its successors and assigns and each of the undersigned, their respective heirs, executors, administrators and successors in interest. Upon transfer by Bank of any part of the obligations secured hereby, Bank shall be fully discharged from any liability with respect to Collateral transferred therewith.

12. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be prohibited or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such or the remaining provisions of this Agreement.

The grant of a security interest in proceeds does not imply the right of Debtor to sell or dispose of any Collateral without the express consent in writing by Bank.

Debtor:

Autobytel Inc., a Delaware corporation

By: /s/ Glenn E. Fuller

Glenn E. Fuller

Title: E.V.P. and Secretary

By: /s/ Curtis E. DeWalt

Curtis E. DeWalt

Title: S.V.P., Chief Financial Officer

COMMERCIAL PROMISSORY NOTE

(Base Rate)

Debtor Name : Autobytel Inc., a Delaware corporation

Office : 45061

Debtor Address : 18872 MacArthur Blvd., Suite #200

Irvine, CA 92612-1448 Loan Number: 055-716-185-7

Maturity Date : December 31, 2017 Amount : $9 ,000,000.00

$ 9 ,000,000.00 Date: January 13, 2014

FOR VALUE RECEIVED, on December 31, 2017 , the undersigned ("Debtor") promises to pay to the order of UNION BANK, N.A. ("Bank"), as indicated below, the principal sum of Nine Million and 00/100ths Dollars ($ 9,000,000.00 ), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.

1. PRINCIPAL AND INTEREST PAYMENTS. Debtor shall pay principal in installments of $ 562,500.00 each on the 31st day of each quarter commencing March 31.2014 , Debtor shall pay interest on the 31st day of each quarter commencing March 31.2014 . Should interest not be paid when due, it shall become part of the principal and bear interest as herein provided. All computations of interest under this note shall be made on the basis of a year of 365 days, for actual days elapsed. If any interest rate defined in this note ceases to be available from Bank for any reason, then said interest rate shall be replaced by the rate then offered by Bank, which, in the sole discretion of Bank, most closely approximates the unavailable rate. The availability under this note shall be reduced on the same day and in the same amount as each scheduled principal payment.

(a) BASE INTEREST RATE. At Debtor's option, amounts outstanding hereunder in minimum amounts of $ 100,000 shall bear interest at a rate, based on an index selected by Debtor, which is two and one-half percent ( 2.5 %) per annum in excess of the LIBOR Rate for the lnterest Period selected by Debtor, acceptable to Bank.

No Base lnterest Rate may be changed, altered or otherwise modified until the expiration of the lnterest Period selected by Debtor. The exercise of interest rate options by Debtor shall be as recorded in Bank's records, which records shall be prima facie evidence of the amount borrowed under either interest option and the interest rate; provided, however, that failure of Bank to make any such notation in its records shall not discharge Debtor from its obligations to repay in full with interest all amounts borrowed. In no event shall any lnterest Period extend beyond the maturity date of this note.

To exercise this option, Debtor may, from time to time with respect to principal outstanding on which a Base lnterest Rate is not accruing, and on the expiration of any lnterest Period with respect to principal outstanding on which a Base lnterest Rate has been accruing, select an index offered by Bank for a Base lnterest Rate Loan and an lnterest Period by telephoning an authorized lending officer of Bank located at the banking office identified below prior to 10:00 a.m., Pacific

time, on any Business Day and advising that officer of the selected index, the lnterest Period and the Origination Date selected (which Origination Date, for a Base lnterest Rate Loan based on the LIBOR Rate, shall follow the date of such selection by no more than two (2) Business Days).

Bank will mail a written confirmation of the terms of the selection to Debtor promptly after the selection is made. Failure to send such confirmation shall not affect Bank's rights to collect interest at the rate selected. If, on the date of the selection, the index selected is unavailable for any reason, the selection shall be void. Bank reserves the right to fund the principal from any source of funds notwithstanding any Base lnterest Rate selected by Debtor.

(b) VARIABLE INTEREST RATE. All principal outstanding hereunder which is not bearing interest at a Base Interest Rate shall bear interest at a rate per annum of one-half percent ( 00.5 %) less than the Reference Rate, which rate shall vary as and when the Reference Rate changes.

Debtor shall pay all amounts due under this note in lawful money of the United States at Bank's P.O. Box 30115, Los Angeles, CA 90030-0115 Office, or such other office as may be designated by Bank, from time to time.

2. LATE PAYMENTS . If any payment required by the terms of this note shall remain unpaid ten days after same is due, at the option of Bank, Debtor shall pay a fee of $100 to Bank.

3. INTEREST RATE FOLLOWING DEFAULT . In the event of default, at the option of Bank, and, to the extent permitted by law, interest shall be payable on the outstanding principal under this note at a per annum rate equal to five percent ( 5 %) in excess of the interest rate specified in paragraph 1.b, above, calculated from the date of default until all amounts payable under this note are paid in full.

4. PREPAYMENT.

(a) Amounts outstanding under this note bearing interest at a rate based on the Reference Rate may be prepaid in whole or in part at any time, without penalty or premium. Debtor may prepay amounts outstanding under this note bearing interest at a Base lnterest Rate in whole or in part provided Debtor has given Bank not less than five (5) Business Days prior written notice of Debtor's intention to make such prepayment and pays to Bank the prepayment fee due as a result. The prepayment fee shall also be paid, if Bank, for any other reason, including acceleration or foreclosure, receives all or any portion of principal bearing interest at a Base lnterest Rate prior to its scheduled payment date. The prepayment fee shall be an amount equal to the present value of the product of: (i) the difference (but not less than zero) between (a) the Base lnterest Rate applicable to the principal amount which is being prepaid, and (b) the return which Bank could obtain if it used the amount of such prepayment of principal to purchase at bid price regularly quoted securities issued by the United States having a maturity date most closely coinciding with the relevant Base Rate Maturity Date and such securities were held by Bank until the relevant Base Rate Maturity Date ("Yield Rate"); (ii) a fraction, the numerator of which is the number of days in the period between the date of prepayment and the relevant Base Rate Maturity Date and the denominator of which is 365 ; and (iii) the amount of the principal so prepaid (except in the event that principal payments are required and have been made as scheduled under the terms of the Base lnterest Rate Loan being prepaid, then an amount equal to the lesser of (A) the amount prepaid or (B) 50% of the sum of (1) the amount prepaid and (2) the amount of principal scheduled under the terms of the Base lnterest Rate Loan being prepaid to be outstanding at the relevant Base Rate Maturity Date). Present value under this note is determined by discounting the above product to present value using the Yield Rate as the annual discount factor.

(b) In no event shall Bank be obligated to make any payment or refund to Debtor, nor shall Debtor be entitled to any setoff or other claim against Bank, should the return which Bank could obtain under this prepayment formula exceed the interest that Bank would have received if no prepayment had occurred. All prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal. A determination by Bank as to the prepayment fee amount, if any, shall be conclusive. In the event of partial prepayment, such prepayments shall be applied to principal payments in the inverse order of their maturity.

(c) Bank shall provide Debtor a statement of the amount payable on account of prepayment. Debtor acknowledges that (i) Bank establishes a Base lnterest Rate upon the understanding that it apply to the Base lnterest Rate Loan for the entire lnterest Period, and (ii) Bank would not lend to Debtor without Debtor's express agreement to pay Bank the prepayment fee described above.

DEBTOR INITIAL HERE: GEF CED

5. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. The occurrence of any of the following shall constitute a default (a) Debtor shall default in the due and punctual payment of the principal of or the interest on the note or any of the Loan Documents (as such term is defined in that certain Loan Agreement of even date herewith ("Loan Agreement")) and such default shall continue for a period of three (3) business days; provided, however, that no grace period shall apply to any payment default at maturity, following acceleration or in connection with a prepayment hereunder; (b) other than a payment default under paragraph 5(a), above, Debtor shall default in any material respect in the due performance or observance of any covenant or condition of the Loan Documents and such default shall not have been cured by Debtor before the expiration of fifteen (15) days after the date of the default; (c) there shall have occurred a Change in Control (as defined in the Loan Agreement); (d) the insolvency of Debtor or the failure of Debtor to generally to pay Debtor's debts as such debts become due, subject to applicable grace or cure periods; (e) the commencement by Debtor of any voluntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, dissolution, general assignment for the benefit of creditors, debt adjustment, debtor relief, or appointment of a receiver, trustee, custodian or similar official for all or substantially all of Debtor's property; (f) the commencement against Debtor of any involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, general assignment for the benefit of creditors, debt adjustment, debtor relief, or appointment of a receiver, trustee, custodian or similar official for all or substantially all of Debtor's property and any such proceeding is not dismissed within ninety (90) days after commencement; (g) the failure by Debtor to comply in any respect with any order, judgment, injunction, decree, writ or demand of any court or other public authority where such failure would result in a material adverse change in, or a material adverse effect upon, the operations, assets, performance, business, properties, or condition (financial or otherwise) of Debtor such that Debtor's ability to perform under any Loan Document) is materially impaired; or (h) the default by Debtor or any Guarantor for any obligation exceeding One Million Dollars ($1,000,000) concerning the borrowing of money, which default enables the obligee to accelerate the entire amount due. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; however, upon the occurrence of an event of default under e, all principal and interest shall automatically become immediately due and payable.

6. ADDITIONAL AGREEMENTS OF DEBTOR. If any amounts owing under this note are not paid when due, Debtor promises to pay all costs and expenses, including reasonable attorneys' fees, (including the allocated costs of Bank's in-house counsel and legal staff) incurred by Bank in the negotiation, documentation and modification of this note and all related documents and in the collection or enforcement of any amount outstanding hereunder. Debtor and any Obligor, for the maximum period of time and the full extent permitted by law, (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every kind; (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent to renewals and extensions of time for the payment of any amounts due under this note. If this note is signed by more than one party, the term "Debtor" includes each of the undersigned and any successors in interest thereof; all of whose liability shall be joint and several. Any married person who signs this note agrees that recourse may be had against the separate property of that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank. Bank may delay the credit of such payment based upon Bank's schedule of funds availability, and interest under this note shall accrue until the funds are deemed collected. In any action brought under or arising out of this note, Debtor and any Obligor, including their successors and assigns, hereby consent to the jurisdiction of any competent court within the State of California, as provided in any alternative dispute resolution agreement executed between Debtor and Bank, and consent to service of process by any means authorized by said state's law. The term "Bank" includes, without limitation, any holder of this note. This note shall be construed in accordance with and governed by the laws of the State of California. This note hereby incorporates any alternative dispute resolution agreement previously, concurrently or hereafter executed between Debtor and Bank.

7. DEFINITIONS. As used herein, the following terms shall have the meanings respectively set forth below: "Base lnterest Rate" means a rate of interest based on the LlBOR Rate. "Base lnterest Rate Loan" means amounts outstanding under this note that bear interest at a Base lnterest Rate. "Base Rate Maturity Date" means the last day of the lnterest Period with respect to principal outstanding under a Base lnterest Rate Loan. "Business Day" means a day on which Bank is open for business for the funding of corporate loans, and, with respect to the rate of interest based on the LlBOR Rate, on which dealings in U.S. dollar deposits are carried out in the London interbank market. "lnterest Period" means with respect to funds bearing interest at a rate based on the LIBOR Rate, any calendar period of 1, 2, 3, 6 or 12 months. In determining an Interest Period, a month means a period that starts on one Business Day in a month and ends on and includes the day preceding the numerically corresponding day in the next month. For any month in which there is no such numerically corresponding day, then as to that month, such day shall be deemed to be the last calendar day of such month. Any lnterest Period which would otherwise end on a non-Business Day shall end on the next succeeding Business Day unless that is the first day of a month, in which event such lnterest Period shall end on the next preceding Business Day. "LIBOR Rate" means, for any specified lnterest Period, a per annum rate of interest determined by Bank as equal to the rate for deposits in US Dollars for a period comparable to the lnterest Period which appears on the Reuters Screen LlBOR 01 Page (or any replacement or successor page or service) as of 11:00 a.m., London time, on the day that is two (2) Business Days preceding the first day of such lnterest Period. "Origination Date" means the first day of the lnterest Period. "Reference Rate" means the rate announced by Bank from time to time at its corporate headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time to time as a means of pricing certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any given time.

SEE FOLLOWING PAGE FOR ALL (OR ADDITIONAL) SIGNATURES

DEBTOR:

Autobytel Inc., a Delaware corporation

By: /s/ Curtis DeWalt

Curtis DeWalt, Chief Financial Officer

By: / s/ Glenn E. Fuller

Glenn E. Fuller, E.V.P., Chief Legal/

Admin Off., Sec.

COMMERCIAL PROMISSORY NOTE

(Base Rate)

Debtor Name : Autobytel Inc., a Delaware corporation

Office : 45061

Debtor Address : 18872 MacArthur Blvd., Suite #200

Irvine, CA 92612-1448 Loan Number: 055-716-185-7

Maturity Date : March 31, 2017 Amount : $8,000,000.00

$ 8,000,000.00 Date: January 13, 2014

FOR VALUE RECEIVED, on March 31, 2017, the undersigned ("Debtor") promises to pay to the order of UNION BANK, N.A. ("Bank"), as indicated below, the principal sum of Eight Million and 00/100ths Dollars ($ 8,000,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below. Any letter of credit issued and outstanding in connection with this note shall result in reduction of the amount available to Debtor.

1. INTEREST PAYMENTS. Debtor shall pay interest on the last day of each month commencing January 31, 2014. Should interest not be paid when due, it shall become part of the principal and bear interest as herein provided. All computations of interest under this note shall be made on the basis of a year of 365 days, for actual days elapsed. If any interest rate defined in this note ceases to be available from Bank for any reason, then said interest rate shall be replaced by the rate then offered by Bank, which, in the sole discretion of Bank, most closely approximates the unavailable rate.

(a) BASE INTEREST RATE. At Debtor's option, amounts outstanding hereunder in minimum amounts of $ 100,000 shall bear interest at a rate, based on an index selected by Debtor, which is two and one-half percent (2.5 %) per annum in excess of the LIBOR Rate for the Interest Period selected by Debtor, acceptable to Bank.

No Base Interest Rate may be changed, altered or otherwise modified until the expiration of the Interest Period selected by Debtor. The exercise of interest rate options by Debtor shall be as recorded in Bank's records, which records shall be prima facie evidence of the amount borrowed under either interest option and the interest rate; provided, however, that failure of Bank to make any such notation in its records shall not discharge Debtor from its obligations to repay in full with interest all amounts borrowed. In no event shall any Interest Period extend beyond the maturity date of this note.

To exercise this option, Debtor may, from time to time with respect to principal outstanding on which a Base Interest Rate is not accruing, and on the expiration of any Interest Period with respect to principal outstanding on which a Base Interest Rate has been accruing, select an index offered by Bank for a Base Interest Rate Loan and an Interest Period by telephoning an authorized lending officer of Bank located at the banking office identified below prior to 10:00 a.m., Pacific time, on any Business Day and advising that officer of the selected index, the Interest Period and the Origination Date selected (which Origination Date, for a Base Interest Rate Loan based on the LIBOR Rate, shall follow the date of such selection by no more than two (2) Business Days).

(b) VARIABLE INTEREST RATE. All principal outstanding hereunder which is not bearing interest at a Base Interest Rate shall bear interest at a rate per annum of one-half percent (00.5 %) less than the Reference Rate, which rate shall vary as and when the Reference Rate changes.

At any time prior to the maturity date of this note, subject to the provisions of paragraph 4 below, Debtor may borrow, repay and reborrow hereunder so long as the total outstanding at any one time does not exceed the principal amount of this note.

2. LATE PAYMENTS. If any payment required by the terms of this note shall remain unpaid ten days after same is due, at the option of Bank, Debtor shall pay a fee of $100 to Bank.

3. INTEREST RATE FOLLOWING DEFAULT. In the event of default, at the option of Bank, and, to the extent permitted by law, interest shall be payable on the outstanding principal under this note at a per annum rate equal to five percent (5 %) in excess of the interest rate specified in paragraph 1.b, above, calculated from the date of default until all amounts payable under this note are paid in full.

4.	PREPAYMENT.

(a) Amounts outstanding under this note bearing interest at a rate based on the Reference Rate may be prepaid in whole or in part at any time, without penalty or premium. Debtor may prepay amounts outstanding under this note bearing interest at a Base Interest Rate in whole or in part provided Debtor has given Bank not less than five (5) Business Days prior written notice of Debtor's intention to make such prepayment and pays to Bank the prepayment fee due as a result. The prepayment fee shall also be paid, if Bank, for any other reason, including acceleration or foreclosure, receives all or any portion of principal bearing interest at a Base Interest Rate prior to its scheduled payment date. The prepayment fee shall be an amount equal to the present value of the product of: (i) the difference (but not less than zero) between (a) the Base Interest Rate applicable to the principal amount which is being prepaid, and (b) the return which Bank could obtain if it used the amount of such prepayment of principal to purchase at bid price regularly quoted securities issued by the United States having a maturity date most closely coinciding with the relevant Base Rate Maturity Date and such securities were held by Bank until the relevant Base Rate Maturity Date ("Yield Rate"); (ii) a fraction, the numerator of which is the number of days in the period between the date of prepayment and the relevant Base Rate Maturity Date and the denominator of which is 365; and (iii) the amount of the principal so prepaid (except in the event that principal payments are required and have been made as scheduled under the terms of the Base Interest Rate Loan being prepaid, then an amount equal to the lesser of (A) the amount prepaid or (B) 50% of the sum of (1) the amount prepaid and (2) the amount of principal scheduled under the terms of the Base Interest Rate Loan being prepaid to be outstanding at the relevant Base Rate Maturity Date). Present value under this note is determined by discounting the above product to present value using the Yield Rate as the annual discount factor.

(c) Bank shall provide Debtor a statement of the amount payable on account of prepayment. Debtor acknowledges that (i) Bank establishes a Base Interest Rate upon the understanding that it apply to the Base Interest Rate Loan for the entire Interest Period, and (ii) Bank would not lend to Debtor without Debtor's express agreement to pay Bank the prepayment fee described above.

DEBTOR INITIAL HERE: GEF CED

demand, notice of nonpayment, protest, notice of protest, and notice of every kind; (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent to renewals and extensions of time for the payment of any amounts due under this note. If this note is signed by more than one party, the term "Debtor" includes each of the undersigned and any successors in interest thereof; all of whose liability shall be joint and several. Any married person who signs this note agrees that recourse may be had against the separate property of that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank. Bank may delay the credit of such payment based upon Bank's schedule of funds availability, and interest under this note shall accrue until the funds are deemed collected. In any action brought under or arising out of this note, Debtor and any Obligor, including their successors and assigns, hereby consent to the jurisdiction of any competent court within the State of California, as provided in any alternative dispute resolution agreement executed between Debtor and Bank, and consent to service of process by any means authorized by said state's law. The term "Bank" includes, without limitation, any holder of this note. This note shall be construed in accordance with and governed by the laws of the State of California. This note hereby incorporates any alternative dispute resolution agreement previously, concurrently or hereafter executed between Debtor and Bank.

7. DEFINITIONS. As used herein, the following terms shall have the meanings respectively set forth below: "Base Interest Rate" means a rate of interest based on the LIBOR Rate. "Base Interest Rate Loan" means amounts outstanding under this note that bear interest at a Base Interest Rate. "Base Rate Maturity Date" means the last day of the Interest Period with respect to principal outstanding under a Base Interest Rate Loan. "Business Day" means a day on which Bank is open for business for the funding of corporate loans, and, with respect to the rate of interest based on the LIBOR Rate, on which dealings in U.S. dollar deposits are carried out in the London interbank market. "Interest Period" means with respect to funds bearing interest at a rate based on the LIBOR Rate, any calendar period of 1, 2, 3, 6 or 12 months. In determining an Interest Period, a month means a period that starts on one Business Day in a month and ends on and includes the day preceding the numerically corresponding day in the next month. For any month in which there is no such numerically corresponding day, then as to that month, such day shall be deemed to be the last calendar day of such month. Any Interest Period which would otherwise end on a non-Business Day shall end on the next succeeding Business Day unless that is the first day of a month, in which event such Interest Period shall end on the next preceding Business Day. "LIBOR Rate" means, for any specified Interest Period, a per annum rate of interest determined by Bank as equal to the rate for deposits in US Dollars for a period comparable to the Interest Period which appears on the Reuters Screen LIBOR 01 Page (or any replacement or successor page or service) as of 11:00 a.m., London time, on the day that is two (2) Business Days preceding the first day of such Interest Period. "Origination Date" means the first day of the Interest Period. "Reference Rate" means the rate announced by Bank from time to time at its corporate headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time to time as a means of pricing certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any given time.

DEBTOR:

Autobytel Inc., a Delaware corporation

By: /s/ Curtis DeWaltt

Curtis DeWalt, Chief Financial Officer

By: /s/ Glenn E. Fuller

Glenn E. Fuller, E.V.P., Chief Legal/

Admin Off., Sec.