ex10_1.htm


    Exhibit
10.1


       

       

       

      FIRST
AMENDMENT TO

      AMENDED
AND RESTATED RIGHTS AGREEMENT

       

      THIS FIRST AMENDMENT TO THE AMENDED
AND RESTATED RIGHTS AGREEMENT (this “Amendment”), is entered into as of
May 26, 2010, between Autobytel Inc., a Delaware corporation (the
“Company”), and Computershare Trust Company, N.A., successor-in-interest to U.S.
Stock Transfer Corporation, as Rights Agent (the “Rights Agent”).

      


      WHEREAS, the Company and the
Rights Agent entered into that certain Rights Agreement, dated as of July 30,
2004, as amended and restated on April 24, 2009 (the “Rights
Agreement”);

      


      WHEREAS, on May 26, 2010,
the Board of Directors of the Company (the “Board”) approved and adopted a Tax
Benefit Preservation Plan to be entered into between the Company and
Computershare Trust Company, N.A. (the “Tax Benefit Rights Agent”) as of
May 26, 2010 (the “Tax Benefit Plan”);

      


      WHEREAS, pursuant to
Section 27 of the Rights Agreement the Board of Directors of the Company
(the “Board”) has the exclusive power and authority to administer the Rights
Agreement and to exercise all rights and powers specifically granted to the
Board or to the Company, or as may be necessary or advisable in the
administration of the Rights Agreement, including, without limitation, the right
and power to make all determinations deemed necessary or advisable for the
administration of the Rights Agreement (including a determination to amend the
Rights Agreement); and

      


      WHEREAS, the Board has
authorized the amendment of the Rights Agreement as set forth
herein.

      


      NOW, THEREFORE, in
consideration of the foregoing, the parties hereto agree as
follows:

      


      1.           Amendment of the Rights
Agreement.  Clause (i) of Section 7(a) of the
Rights Agreement is hereby amended and restated in its entirety as
follows:

      


      “(i) the
effectiveness of the Tax Benefit Preservation Plan by and between the Company
and Computershare Trust Company, N.A., as rights agent (the “Final Expiration
Date”).”

      


      2.           Effectiveness of the
Amendment.  This Amendment shall be deemed effective
immediately upon its execution and delivery by the Company and the Rights
Agent.

      


      3.           Amendment
Controls.  If this Amendment conflicts with or is inconsistent
with any provision contained in the Rights Agreement, this Amendment shall
control.  This Amendment shall be considered a part of the Rights
Agreement.  Except as expressly modified hereby, the Rights Agreement
shall continue in full force and effect.

      


      4.           Governing Law.  This
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed
entirely within such State.

      


      5.           Counterparts; Facsimile and
PDFs.  This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.  A facsimile or .pdf signature delivered
electronically shall constitute an original signature for all
purposes.

      


      [SIGNATURE
PAGE FOLLOWS]

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to the
Amended and Restated Rights Agreement to be duly executed as of the date first
written above.

       

       

      
        	 
      	
                AUTOBYTEL
      INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	  /s/
      Glenn E. Fuller               
	 
      	
                Name:
      Glenn E. Fuller

              
	 
      	
                Title:  
      Executive Vice President, Chief Legal and 

              
	 
      	            
      Administrative Officer and Secretary
	 
      	 
      
	 
      	
                COMPUTERSHARE
      TRUST COMPANY, N.A.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 /s/ Dennis V. Moccia                
	 
      	
                Name: 
      Dennis V. Moccia

              
	 
      	
                Title:   
      Manager, Contract Administration