EX 10-2





 






  Exhibit
10.2



 



Irrevocable Proxy


 


The
undersigned stockholders (“Stockholders”)
of AutoWeb, Inc., a Delaware corporation (“Company”),
hereby irrevocably appoint and constitute Jeffrey H. Coats,
Kimberly Boren and Glenn E. Fuller for as long as they are officers
and/or employees of the Company (collectively, the
“Proxyholders”),
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 Excess Shares (as defined in that
certain Tax Benefit Preservation Plan Exemption Agreement dated as
of November 15, 2017 (“Exemption
Agreement”)) beneficially owned by the Stockholders
(including any Excess Shares acquired by any Stockholder on or
after the date hereof and before the date this proxy terminates) to
vote the Excess 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, with respect to the Excess Shares in accordance
with the recommendations of or instructions provided by the
Board.


 


The
proxy granted by the Stockholders to the Proxyholders hereby is
granted as of the date of this Irrevocable Proxy in order to secure
the obligations of the Stockholders set forth in Section 2.1 of the
Exemption Agreement and is irrevocable in accordance with
subdivision (e) of Section 212 of the Delaware General
Corporation Law.


 


This
proxy will automatically terminate upon the termination of the
Exemption Agreement in accordance with its terms. Additionally,
this proxy will automatically terminate with respect to a
Proxyholder if he or she ceases to be an officer and/or employee of
the Company. This proxy may not be transferred by any Proxyholder
or assumed by any person without the express prior written consent
of the undersigned. The Stockholders acknowledge that the foregoing
provisions of this paragraph shall not preclude or require the
Stockholders’ 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 Agreement, upon the execution
hereof, all prior proxies given by the undersigned with respect to
the Excess Shares are hereby revoked and no subsequent proxies
regarding the Excess Shares will be given until such time as this
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
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 15, 2017


 



Piton Capital Partners LLC


 


By:
Piton Capital Management LLC, its managing member


 


By:
Kokino LLC, its managing member


 


 


By: 
/s/ Stephen A.
Ives                       




 
     Stephen A. Ives


   
   Vice President