Standstill Agreement



 Exhibit 10.1 
 STANDSTILL AGREEMENT 
 This Standstill Agreement (this “Agreement”) is made
and entered into as of January 13, 2009 between Autobytel Inc., a Delaware corporation (the “Company”), CCM Master Qualified Fund, Ltd., a Cayman Islands exempted company (“CCM”), Coghill Capital Management LLC
(“Coghill Management”) and Clint Coghill (Clint Coghill, Coghill Management and CCM are collectively herein after referred to as the “Stockholder”) . The Company and the Stockholder are referred to herein as the
“Parties.” 
 WITNESSETH 
 WHEREAS, the Stockholder has filed a Schedule 13G, as amended, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission indicating the
Stockholder’s Beneficial Ownership (as defined below) of 4,281,610 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), and subsequently acquired 106,800, giving it Beneficial Ownership of a
total of 4,388,410 shares of Common Stock representing approximately 9.7% of the total outstanding Common Shares (as defined below) as of the date hereof; 
 WHEREAS, the Stockholder has stated to the Company that the Stockholder is obligated to purchase an additional 3,730,000 shares of Common Stock (the “Additional Shares”) pursuant to put options it
entered into if those put options are exercised on January 14, 2009 thereby increasing the Stockholder’s total Beneficial Ownership interest up to seventeen point ninety-five percent (17.95%) of the total outstanding Common Shares;

 WHEREAS, the Stockholder has entered into total return equity swap agreements (the “Swaps”) with certain counter parties
relating to 3,894,023 shares of Common Stock in the aggregate (the “Reference Shares”), that provide that (i) the Stockholder will be obligated to pay to the broker any capital depreciation of the Reference Shares as of
maturity, plus interest, and (ii) the broker will be obligated to pay to the Stockholder any capital appreciation of the Reference Shares as of maturity, and (iii) all balances under the Swaps will be cash settled at maturity and there
will be no transfer of voting or dispositive power over the Reference Shares; 
 WHEREAS, the Company is party to that certain rights
agreement, dated as of July 30, 2004, by and between the Company and U.S. Stock Transfer Corporation (the “Rights Plan”) that is triggered in the event any one person or group acquires a Beneficial Ownership interest of fifteen
percent (15%) or more of the then outstanding Common Shares (subject to certain exceptions as set forth in the Rights Plan); 
 WHEREAS,
the Stockholder has asked the Company to amend the Rights Plan to allow it to purchase the Additional Shares without triggering the Rights Plan; and 
 WHEREAS, the Company is willing to amend the Rights Plan but only if the Stockholder agrees to enter into this Agreement. 







 NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the
Parties hereto hereby agree as follows: 
 ARTICLE 1 
 DEFINITIONS 
 1.1 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings: 
 (a) “Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of the Rights Plan; provided, however, that the limited partners of a limited partnership shall not be deemed to be
Associates of such limited partnership solely by virtue of their limited partnership interests. 
 (b)
“Agreement” shall mean this Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in writing in accordance with the terms hereof. 
 (c) A Person shall be deemed the “Beneficial Owner” or to have “Beneficial Ownership” of and shall be
deemed to “beneficially own” any securities: 
 (i) which such Person or any of such Person’s Affiliates or
Associates is deemed to beneficially own, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of the Rights Plan; 
 (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering
of securities) other than agreements between the Company and any Person pursuant to which the right to purchase securities is conditioned upon the achievement of milestones which have not yet been achieved or upon the exercise of conversion rights,
exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable
proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act, and (2) is not also then reportable
on Schedule 13D under the Exchange Act (or any comparable or successor report); or 
  

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 (iii) which are beneficially owned, directly or indirectly, by any other Person with
which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1.1(c)(ii)(B) hereof) or disposing of any securities of the Company; provided, however, that an agreement,
arrangement or understanding for purposes of this Section 1.1(c)(iii) shall not be deemed to include actions, including any agreement, arrangement or understanding, or statements by (i) any member of the Board of Directors, as comprised on
the date of the Rights Agreement (the “Existing Directors”), (ii) any subsequent directors of the Company who have been nominated by a majority of the Existing Directors (the “Successor Directors”), or
(iii) any subsequent member of the Board of Directors who is elected by a majority of the Existing Directors and/or Successor Directors, nominating as a group. 
 Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the
Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed the Beneficial Owner hereunder. 
 (d) “Common Shares” shall mean the shares of the Common Stock; provided, however, that, “Common Shares,”
when used in this Agreement in connection with a specific reference to any Person other than the Company, shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary
of another Person, the Person or Persons which ultimately control such first-mentioned Person. 
 (e) “Company
Acquisition Transaction” shall mean (i) the commencement (within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act) of a tender or exchange offer by a third party for at least fifteen percent
(15%) of the then outstanding capital stock of the Company or any direct or indirect Subsidiary of the Company, (ii) the commencement by a third party of a proxy contest with respect to the election of any directors of the Company,
(iii) any sale, license, lease, exchange, transfer, disposition or acquisition of any portion of the business or assets of the Company or any direct or indirect Subsidiary of the Company (other than in the ordinary course of business), or
(iv) any merger, consolidation, business combination, share exchange, reorganization, recapitalization, restructuring, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any direct or
indirect Subsidiary of the Company. 
 (f) “Governmental Authority” shall mean any United States (federal,
state, local) or foreign court or tribunal, or administrative, governmental or regulatory body, agency or authority. 
 (g)
“Group” shall have the meaning set forth in Section 13(d)(3) of the Exchange Act and Rule 13d-5 of the General Rules and Regulations under the Exchange Act. 
  

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 (h) “Person” shall mean any individual, firm, corporation, partnership,
limited liability company, joint venture, trust, association, unincorporated organization, group or other entity, and shall include any successor (by merger or otherwise) of such entity. 
 (i) “Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly, by such Person. 
 1.2 Capitalized Terms. All other
capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Rights Plan. 
 ARTICLE 2

 STANDSTILL 
 2.1
Standstill Provisions. During any period commencing on the date of this Agreement that the Stockholder and its Affiliates and Associates collectively Beneficially Own in excess of 9.7% (adjusted to reflect any future acquisition of any Common
Shares by the Company, any combination or reverse split or similar action by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by the Stockholder so long as the
Stockholder and its Affiliates and Associates do not acquire an additional share of Common Stock after any such event) of the then outstanding Common Shares (the “Standstill Period”), except pursuant to a negotiated transaction with
the Stockholder approved by the board of directors of the Company (the “Board”), none of the Persons comprising the Stockholder will, in any manner, directly or indirectly: 
 (a) make, effect, initiate, cause or participate in (i) any acquisition of Beneficial Ownership of any securities of the Company or
any securities of any Subsidiary or other Affiliate or Associate of the Company if such acquisition would result in the Stockholder and its Affiliates and Associates collectively Beneficially Owning fifteen percent 15% or more of the then
outstanding Common Shares other than the Additional Shares and then only in respect of such transaction and no other further purchase, (ii) any Company Acquisition Transaction, or (iii) any “solicitation” of “proxies”
(as those terms are defined in Rule 14a-1 of the General Rules and Regulations under the Exchange Act) or consents with respect to any securities of the Company; 
 (b) nominate or seek to nominate any person to the Board or otherwise act, alone or in concert with others, to seek to control or
influence the management, Board or policies of the Company; 
 (c) take any action which might force the Company to make a
public announcement regarding any of the types of matters set forth in subsection (a) of this Section 2.1; 
 (d)
request or propose that the Company (or its directors, officers, employees or agents), directly or indirectly, amend or waive any provision of this Section 2.1, including this subsection (d); 
  

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 (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking
of, any action referred to in subsections (a), (b), (c) or (d) of this Section 2.1; 
 (f) assist, induce or
encourage any other Person to take any action referred to in subsections (a), (b), (c) or (d) of this Section 2.1; or 
 (g) enter into any discussions or arrangements with any third party with respect to the taking of any action referred to in subsections (a), (b), (c) or (d) of this Section 2.1. 
 2.2 Termination of Standstill Provisions. The provisions of Section 2.1 shall terminate and be of no further force and effect in the event
(i) any Person or Group shall have commenced a Company Acquisition Transaction independent of any action of the Stockholder and none of the Persons comprising the Stockholder nor the Stockholder is at such time in breach of this Agreement, or
(ii) the Board shall have endorsed, approved, recommended, or resolved to endorse, approve or recommend a Company Acquisition Transaction. All of the provisions of Section 2.1 shall be reinstated and shall apply in full force according to
their terms in the event that: (A) if the provisions of Section 2.1 shall have terminated as the result of a tender offer, such tender offer (as originally made or as amended or modified) shall have terminated (without closing) prior to
the commencement of a tender offer by the Stockholder or any of its Affiliates or Associates that would have been permitted to be made pursuant to the first sentence of this Section 2.2 as a result of such third-party tender offer, (B) any
tender offer by the Stockholder or any of its Affiliates or Associates (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 2.2 shall have terminated (without closing); or (C) if the
provisions of Section 2.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.2, the Board shall have determined not to take any of such actions (and no such
transaction considered by the Board shall have closed) prior to the commencement of a tender offer by the Stockholder that would have been permitted to be made pursuant to this Section 2.2 as a result of the initial determination of the Board
referred to in clause (ii) of the first sentence of this Section 2.2, unless prior to such determination by the Board not to take any such actions, any event referred to in clause (i) of the first sentence of this Section 2.2
shall have occurred. Upon reinstatement of the provisions of Section 2.2, the provisions of this Section 2.2 shall continue to govern in the event that any of the events described in clauses (i) and (ii) of the first sentence of
this Section 2.2 shall occur. Upon the closing of any tender offer for or acquisition of any securities of the Company or rights or options to acquire any such securities by the Stockholder or any of its Affiliates or Associates that would have
been prohibited by the provisions of Section 2.1 but for the provisions of this Section 2.2, all provisions of Section 2.1 and 2.2 shall terminate. 
 2.3 Voting. During the Standstill Period, each Person comprising the Stockholder shall vote any and all Common Shares Beneficially Owned by the Stockholder as of the date hereof, together with any Common Shares
acquired by the Stockholder after the date of this Agreement, whether pursuant to the exercise of any convertible security Beneficially Owned by the Stockholder or otherwise, in the same proportion as the votes cast by all other voting stockholders
of the Company. 
  

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 2.4 Sales of Shares of Common Stock. During the Standstill Period each person comprising the
Stockholder will only sell shares of Common Stock in open market transactions on the NASDAQ Stock Market or on such principal stock exchange as the Common Stock is then listed for trading or in private transactions so long as any sale in a private
transaction is not to any Person or Group who the Stockholder reasonably believes after due inquiry Beneficially Owns or as a result of such transaction would Beneficially Own more than five percent (5%) of the then outstanding Common Shares.

 ARTICLE 3 
 REPRESENTATIONS AND WARRANTIES 
 3.1 Each Party hereto represents and warrants to the other as follows: 

(a) Authorization. Such Party has the requisite power, authority and legal capacity to execute, deliver and perform and to
consummate the transactions contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforcement may be limited by any
applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally. 
 (b) No
Consents. No consent of any Governmental Authority or other person is required to be obtained by such Party in connection with the execution and delivery by such Party of this Agreement. 
 3.2 The Stockholder represents and warrants to the Company as follows: 
 As of the date hereof, the Stockholder and its Affiliates and Associates collectively Beneficially Own 4,388,410 shares of Common Stock,
are obligated to purchase another 3,730,000 shares of Common Stock and have no other interest in the capital stock of the Company. 
 ARTICLE 4 
 MISCELLANEOUS 
 4.1 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full force and effect. 
 4.2 Specific Enforcement. The
Parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the Parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement (without the necessity of posting any bond), this
being in addition to any other remedy to which they may be entitled by law or equity. 
  

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 4.3 Further Assurances. The Stockholder shall use its reasonable best efforts to cause its
Affiliates and Associates to comply in all respects with the provisions of this Agreement applicable to the Stockholder to the same extent as if such Affiliates and Associates were original parties hereto. 
 4.4 Entire Agreement; Amendments. This Agreement contains the entire understanding of the Parties with respect to the matters covered hereby and
thereby. This Agreement may be amended only by an agreement in writing executed by the Parties hereto. The Parties hereto may amend this Agreement without notice to or the consent of any third party, including any Affiliate or Associate of the
Stockholder. 
 4.5 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and
shall be effective (a) when personally delivered or transmitted by facsimile or other electronic means, such as electronic mail, on a business day during normal business hours where such notice is to be received at the address or number
designated below, (b) on the business day when verification of delivery is obtained when sent by fully paid overnight courier, or (c) on the business day that is three (3) days following the date of mailing by courier, fully prepaid,
addressed to such address, whichever shall first occur. The addresses for such communications shall be: 
  

			
	If to the Company:	 	Autobytel Inc.
		 	18872 MacArthur Boulevard
		 	Irvine, California 92612-1400
		 	Facsimile: (949) 797-0484
		 	Email: glennf@autobytel.com
		 	Attention: General Counsel
		
	With a copy to:	 	Paul, Hastings, Janofsky & Walker LLP
		 	55 Second Street, 24th Floor
		 	San Francisco, CA 94118
		 	Facsimile: (415) 856-7100
		 	Email: thomaspollock@paulhastings.com
		 	Attention: Thomas R. Pollock
		
	If to the Stockholder:	 	CCM Small Cap Value Fund, Ltd.
		 	c/o Morgan Stanley Fund Services (Cayman) Ltd.
		 	Century Yard, 4th Floor
		 	Cricket Square, Hutchins Drive
		 	PO Box 2681GT
		 	Grand Cayman, Cayman Islands
		 	British West Indies
		
	With a copy to:	 	Coghill Capital Management, L.L.C.
		 	One North Wacker Drive, Suite 4350
		 	Chicago, Illinois 60606
		 	Facsimile: 312-324-2001
		 	Email: ccoghill@coghillcapital.com
		 	Attention: Clint D. Coghill

  

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 Any Party hereto may from time to time change its address for notices under this Section 4.5 by giving at least five
(5) days’ notice of such changed address to the other Party hereto. 
 4.6 Waivers. No waiver by either Party of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision, condition or requirement of this Agreement; nor shall any delay or omission
of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. 
 4.7
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions of this Agreement. 
 4.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and legal
representatives. No Party shall assign this Agreement or any rights hereunder without the prior written consent of the other Party (which consent may be withheld for any reason in the sole discretion of the Party from whom consent is sought) except
to a successor of all or substantially all of the business or assets of such Party and in the case of the Stockholder to such Person as part of such transaction to whom all of the shares of Common Stock are transferred so long as such Person agrees
in advance in writing to be subject to this Agreement. 
 4.9 No Third Party Beneficiaries. This Agreement is intended for the benefit
of the Parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision of this Agreement be enforced by, any other person. 
 4.10 Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of laws. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the federal courts located in the State of Delaware in respect of the interpretation and
enforcement of the provisions of this Agreement. 
 4.11 Counterparts. This Agreement may be executed in separate counterparts
(including by facsimile), each of which when so executed and delivered shall be deemed an original, but both such counterparts shall together constitute one and the same instrument. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the date first written above. 
  

					
	AUTOBYTEL INC.
		
	By	 	/s/ Glenn E. Fuller
		 	Name:	 	Glenn E. Fuller
		 	Title:	 	SVP and Secretary
	
	CCM MASTER QUALIFIED FUND, LTD.
		
	By	 	/s/ Clint D. Coghill
		 	Name:	 	Clint D. Coghill
		 	Title:	 	Director
	
	COGHILL CAPITAL MANAGEMENT LLC
		
	By:	 	/s/ Jim Schuler
		 	Name:	 	Jim Schuler
		 	Title:	 	Vice President
	
	CLINT D. COGHILL
		
		 	/s/ Clint D. Coghill


  

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