ex4-1





 







Exhibit 4.1


 



AMENDMENT NO. 3



TO



TAX BENEFIT PRESERVATION PLAN


 


This
Amendment No. 3 to Tax Benefit Preservation Plan
(“Amendment”) is
entered into between AutoWeb, Inc. (formerly known as Autobytel
Inc.), a Delaware corporation (“Company”), and Computershare Trust
Company, N.A., as rights agent (“Rights Agent”) effective as of
March 31, 2020.


 



Background


 


The
Company and the Rights Agent are parties to that certain Tax
Benefit Preservation Plan dated as of May 26, 2010, as amended by
Amendment No. 1 effective as of April 14, 2014 and Amendment No. 2
effective as of April 13, 2017 (as amended, the “Plan”). The Board of Directors of
the Company deems it advisable and in the best interests of the
Company and its stockholders to amend the Plan to extend its
maturity date and to increase the Purchase Price (as defined in the
Plan). No Person (as defined in the Plan) has become an Acquiring
Person (as defined in the Plan).


 




1.

Amendments. Pursuant to and in
accordance with Section 27 of the Plan, the Plan is hereby amended
as follows:





 




(a)

Paragraph (j) of
Section 1 of the Plan is amended in its entirety to read as
follows:





 


““Certificate
of Incorporation” shall mean the Sixth Restated
Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on October 9, 2017, as
may be amended and restated from time to time.”


 




(b)

Paragraph (a),
clause (i) of Section 7 of the Plan is amended in its entirety to
read as follows:





 


“(i) the
Close of Business on May 26, 2023,”


 




(c)

Paragraph (a),
clause (iv) of Section 7 of the Plan is amended in its entirety to
read as follows:





 


“(iv) the end
of the calendar month in which occurs the final adjournment of the
Company’s 2020 annual meeting of the stockholders, if
stockholder approval of this Plan has not been received at such
meeting.”

 




(d)

The last sentence
of paragraph (a) of Section 7 of the Plan is amended in its
entirety to read as follows:





 


“Until such
notice is received by the Rights Agent, the Rights Agent may
presume conclusively for all purposes, prior to the Close of
Business on May 26, 2023, that the Expiration Date has not
occurred.”


 




(e)

The first sentence
of paragraph (b) of Section 7 of the Plan is amended in its
entirety to read as follows;





 


“The Purchase
Price shall be $20.00 for each one one-hundredth of a share of
Preferred Stock purchasable upon the exercise of a Right (the
“Purchase
Price”).”


 




(f)

Each of the Legend,
paragraph one of the Form of Right Certificate, attached as
Exhibit A to the
Plan, and the Summary of Rights, attached as Exhibit B to the Plan, is
amended so that the references to: (i) “May 26, 2020”
are replaced with “May 26, 2023” and (ii)
“$73.00” are replaced with “$20.00,” as
applicable.





 


 




 








 






 

 

2. Effect of this Amendment. It is
the intent of the parties hereto that this Amendment constitutes an
amendment of the Plan as contemplated by Section 27 thereof. Except
as provided herein, the Plan is in all other respects ratified and
confirmed and shall continue in full force and effect as amended
hereby. This Amendment shall be deemed effective as of the date
hereof as if executed by both parties hereto on such
date.


 

3. Counterparts. 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 one and the
same instrument.


 

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
to be made and performed entirely within such State.


 

5. Severability. If any term,
provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid,
illegal or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.


 

6. Descriptive Headings. The
captions herein are included for convenience of reference only, do
not constitute a part of this Amendment and shall be ignored in the
construction and interpretation hereof.


 


  IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date set forth above.






 


	
 

	

AUTOWEB,
INC.




By:
/s/ Glenn E. Fuller
                         
   



Glenn
E. Fuller


Executive Vice
President,


Chief
Legal Officer and Secretary




	
 

	
 


	
 

	
 



COMPUTERSHARE TRUST
COMPANY, N.A.





By:
/s/ Dennis V. Moccia
                         




Name:
Dennis V. Moccia


Title:
Senior Manager, Contract Operations