Exhibit 10.5





 







Exhibit 10.5


 



Irrevocable Proxy


 

 


The
undersigned (“Requesting
Person”) hereby irrevocably appoints and constitutes
the Chief Executive Officer, Chief Financial Officer, and Chief
Legal Officer (individually, a “Proxyholder,” and collectively,
the “Proxyholders”) of AutoWeb, Inc, a
Delaware corporation (“Company”), and each of them
individually, the agents, attorneys-in-fact and proxies of the
undersigned, with full power of substitution and resubstitution, to
the full extent of the undersigned’s rights with respect to
all Exemption Shares (as defined in that certain Tax Benefit
Preservation Plan Exemption Agreement dated as of November 30, 2018
among the Company and the Requesting Persons (“Plan Exemption Agreement”))
Beneficially Owned (as such term is defined in the Plan Exemption
Agreement) by the Requesting Persons (including any Exemption
Shares acquired by any Requesting Person on or after the date
hereof and before the date this proxy terminates) to vote the
Exemption Shares as follows: the Proxyholders named above, or each
of them individually, are empowered at any time before termination
of this proxy to exercise all voting rights of the undersigned at
any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of stockholders of the Company, and
in any action by written consent of the stockholders of the
Company, in the same proportion (for or against) as the shares of
Common Stock actually voted for or against such matter by the
stockholders of the Company other than the Requesting Persons and
their respective Affiliates or Associates.

 


The
proxy hereby granted by the Requesting Persons to the Proxyholders
is granted as of the date of this Irrevocable Proxy in order to
secure the obligations of the Requesting Persons set forth in
Article III of the Plan Exemption Agreement and is irrevocable in
accordance with subdivision (e) of Section 212 of the
Delaware General Corporation Law.

 


This
Irrevocable Proxy will terminate upon the termination of the Plan
Exemption Agreement in accordance with its terms. The authority of
a Proxyholder to continue to act as a Proxyholder under this
Irrevocable Proxy will terminate if the Proxyholder ceases to be an
officer or employee of the Company. This Irrevocable Proxy may not
be transferred by any Proxyholder or assumed by any person without
the express prior written consent of the undersigned. The
Requesting Persons acknowledge that the foregoing provisions of
this paragraph shall not preclude or require the Requesting
Persons’ consent for the substitution or resubstitution of a
new Proxyholder who is also an officer and/or employee of the
Company.

 


Except
as contemplated or permitted by the Plan Exemption Agreement, upon
the execution hereof, all prior proxies given by the undersigned
with respect to the Exemption Shares are hereby revoked and no
subsequent proxies regarding the Exemption Shares will be given
until such time as this Irrevocable Proxy shall be terminated in
accordance with its terms. Any obligation of the undersigned
hereunder shall be binding upon the successors and assigns of the
undersigned.

 


This
Irrevocable Proxy is irrevocable (to the fullest extent permitted
by law) and shall survive the insolvency, incapacity, death,
liquidation or dissolution of the undersigned.

 


Dated:
November 30, 2018


 



The Insight Trust


 



By: /s/ Michael R. Ambrose    
      







Michael
R. Ambrose, Trustee