Exhibit 4.5














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE MAKER AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO MAKER AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY TO THE MAKER)IN FORM AND SUBSTANCE SATISFACTORY TO MAKER THAT SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.





THIS INSTRUMENT IS SUBJECT TO THE TERMS OF AN ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 16, 2010 (“ASSET PURCHASE AGREEMENT”) AND IS SUBJECT TO VARIOUS RIGHTS OF OFFSET BY MAKER UNDER THE ASSET PURCHASE AGREEMENT.





SHARES THAT MAY BE ISSUED UPON CONVERSION OF THIS INSTRUMENT ARE SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT DATED AS OF SEPTEMBER 16, 2010 (“SHAREHOLDER AGREEMENT”) AND ARE SUBJECT TO VARIOUS RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND VOTING ARRANGEMENTS, INCLUDING AN IRREVOCABLE PROXY, UNDER THE SHAREHOLDER AGREEMENT.








CONVERTIBLE SUBORDINATED PROMISSORY NOTE








$5,000,000.00                                                                                                September 16, 2010








FOR VALUE RECEIVED, Autobytel Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of Autotropolis, Inc., a Florida corporation, and Cyber Ventures, Inc., a Florida corporation, as joint holders of this Note (collectively, the “Holder”), the principal sum of Five Million Dollars and 00/100 Dollars ($5,000,000.00), together with interest on the outstanding principal balance of this Note from time to time outstanding from the date hereof until this Note is paid in full.  Such principal and interest shall be payable on the terms





and conditions set forth in this Note.  This Note is being issued pursuant to an Asset Purchase Agreement dated as of September 16, 2010 among Maker, Holder, and certain other parties (“Asset Purchase Agreement”).





1.  Interest Rate.




(a)  The principal sum outstanding from time to time under this Note shall bear interest at the rate of six percent (6%) per annum (calculated on a simple interest basis), from the date hereof until the principal balance of this Note is paid in full.  All interest under this Note shall be paid as provided in Section 2 below.




(b)  Both before and after any Event of Default, interest shall be calculated on the basis of a 360-day year (consisting of 12 months, each month consisting of 30 days) and the actual number of days elapsed in any calendar year or part thereof.




2.  Principal and Interest Payments; Maturity Date.




(a)  Subject to Sections 5, 6 and 7 below, accrued interest shall be paid quarterly in arrears no later than the seventh (7th) business day following the end of each calendar quarter and any accrued, but unpaid interest at the time of maturity shall be paid in full in cash on the Maturity Date (as defined below).




(b)  The entire outstanding balance of this Note shall be paid in full on September 30, 2015 (“Maturity Date”).




(c)  If any payment of principal or interest becomes due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day.  For purposes of this Note, the term “Business Day” shall mean any day other than a Saturday, Sunday, or holiday on which banks in the City of New York are or may elect to be closed.




(d)  Amounts repaid or prepaid under this Note may not be reborrowed.




(e)  Payments of principal and interest shall be made in lawful currency of the United States of America by wire transfer of immediately available funds to the bank account of Holder set forth on Exhibit A to this Note, or to such other bank account as Holder may from time to time designate in writing to Maker.




3.  Subordination. The obligations of Maker under this Note are and shall, at all times be, unsecured.  The obligations of Maker hereunder are and shall, at all times be, subject and subordinate in all respects to the obligations of Maker to any other lender, whether now existing or hereafter arising (“Senior Debt Obligations”).  Notwithstanding anything contained herein to the contrary, as long as either (i) no event of default (as such term is defined in the applicable document evidencing the Senior Debt Obligations) exists or would result from the making of any payment of principal or accrued interest under this Note, or (ii) no action to enforce the Senior Debt Obligations has been commenced by the holder of any Senior Debt Obligation and is continuing, Maker shall pay, and Holder shall be entitled to accept and retain, any such payment of principal or accrued interest under this Note; provided, however, that any payments received by Holder in violation of this paragraph shall be held by Holder in trust for the holders of the Senior Debt Obligations and shall be turned over by Holder to the holders of




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4.  the Senior Debt Obligations in the form received (together with any necessary endorsement).  Except with respect to payments Maker is authorized to pay to Holder hereunder, Holder shall not ask, demand, accelerate, sue for, take or receive payments from Maker, whether by setoff, guarantee or in any other manner, the whole or any part of any amounts which may now or hereafter owing by Maker to Holder unless and until the Senior Debt Obligations shall have been fully and finally paid in cash and satisfied with interest, fees and costs and all financing arrangements between Holder and the holders of Senior Debt Obligations have been terminated; provided, however, Holder shall only be entitled to join in any proceeding initiated by the holder or holders of Senior Debt Obligations that are necessary to protect Holder’s interests under this Note.  Holder agrees to execute and deliver any such documents or agreements that may be required by any Senior Lender in connection with the foregoing.




5.  Events of Default.  The occurrence of any of the following events shall be an “Event of Default” under this Note:




(a)  the nonpayment of any principal, interest, or other amount due under this Note on the date such payment is due, unless such default is cured by Maker with five (5) business days after notice of such default is received by Maker from Holder;




(b)  the filing by or against Maker of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship, or similar proceeding (and, in the case of any such proceeding instituted against Maker, such proceeding is not dismissed or stayed within 120 days of the commencement thereof);




(c)  the appointment of (or taking possession by) a receiver, liquidator, assignee, trustee, custodian, or other similar official for Maker or any assignment by Maker for the benefit of creditors, or any levy, garnishment, attachment, or similar proceeding is instituted against any material property of Maker;




(d)  the insolvency of Maker or Maker admits in writing its inability to pay its debts as they become due; or




(e)  Maker defaults in the due performance or observance of any materialcovenant to be performed pursuant to this Note and such default is not cured by Maker within 10 days after receiving notice of such default from Holder.




6.  Remedies.




(a)  Subject to any rights of the holders of Senior Debt Obligations to which this Note is subordinated, upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other sums owing under this Note, shall, at Holder’s option, become immediately due and payable, without presentation, demand, or further action of any kind, and Holder may exercise any and all rights and remedies available to Holder under this Note or otherwise available to Holder at law or in equity.  In addition, upon the occurrence of any Event of Default under Section 4(a) of this Note, the outstanding principal balance of this Note, together with all accrued interest, then payable to Holder under the terms of this Note shall bear interest from the date of such Event of Default until such Event of Default is cured by payment of all principal and interest then due and payable and brought current at the lower of (i) eight percent (8%) per annum and (ii) the highest




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(b)  legal rate permissible under applicable law. The failure of Holder to accelerate the outstanding principal balance of this Note upon the occurrence of an Event of Default shall not constitute a waiver of such default or of the right to accelerate this Note at any time thereafter so long as the Event of Default remains uncured.




(c)  Maker shall be responsible for all reasonable fees and expenses incurred by Holder and its counsel in the collection or attempted collection, by foreclosure or otherwise, of the principal amount of this Note, the interest thereon or any other payment due hereunder (“Collection Costs”).




(d)  All payments made under this Note shall be applied first to repayment of any outstanding unpaid Collection Costs, then to repayment of any accrued but unpaid interest, and then to repayment of the outstanding principal amount.




7.  Voluntary Conversion.




(a)  Subject to subparagraph (f) of this Section 6, at any time after September 30, 2013, Holder shall be entitled to convert all or any part of the then outstanding and unpaid principal of this Note into fully paid and nonassessable shares of Maker common stock, par value $0.001 per share (“Common Stock”), in accordance with this Section 6 (a “Voluntary Conversion”); provided, however, that any exercise of this right to Voluntary Conversion must involve a conversion under this Section 6 to not less than Two Hundred Thousand (200,000) shares of Common Stock (which limitation will be appropriately and equitably adjusted consistent with any adjustments under Section 8 of this Note).




(b)  The number of shares of Common Stock issuable upon any Voluntary Conversion shall be determined by dividing (i) the principal amount to be converted by (ii) the Conversion Price.  For the purposes of this Note, “Conversion Price” means Ninety-Three Cents ($0.93) (as adjusted for stock splits, stock dividends, combinations and other similar events in accordance with Section 8).




(c)  To effect a Voluntary Conversion on any date (a “Voluntary Conversion Date”), Holder shall (i) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion (“Voluntary Conversion Notice”) to the Maker setting forth the principal amount of this Note to be converted and (ii) surrender this Note to a common carrier for delivery to the Maker as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction).  On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to Holder and Maker’s transfer agent (“Transfer Agent”).  On or before the seventh Business Day following the date of receipt of a VoluntaryConversion Notice, Maker shall arrange for the issuance of the shares of Common Stock being issued upon the Voluntary Conversion. The shares of Common Stock to be issued shall bear such restrictive legends as are required to the Common Stock’s lack of registration under the Securities Act and such other legends as may be required by the Shareholder Agreement.




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 4


(d)  Upon any Voluntary Conversion pursuant to this Section 6, all interest then accrued or payable on such principal amount through and including the Voluntary Conversion Date shall be paid, at the option of Maker in its sole discretion, either (i) in cash, or (ii) in a number of shares of Common Stock as determined by dividing (A) the aggregate amount of such accrued and unpaid interest by (B) the Conversion Price.




(e)  Maker shall not issue any fraction of a share of Common Stock upon any Voluntary Conversion.  If the Voluntary Conversion would result in the issuance of a fraction of a share of Common Stock, Maker shall round such fraction of a share of Common Stock down to the nearest whole share and any fractional share shall be payable in cash based upon the ten day average closing bid price of the Common Stock at such time.




(f)  Notwithstanding the foregoing provisions of this Section 6, Holder’s entitlement to Voluntary Conversion shall become exercisable in full on an accelerated basis immediately prior to a Change in Control of Maker or upon Maker’s Board of Directors approving a liquidation, dissolution, or winding up of Maker.  For purposes of this Section 6(f), “Change in Control” means the first to occur of any of the following (in one transaction or a series of related transactions):  (i) consummation of a sale of, directly or indirectly, all or substantially all of Maker’s assets; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), other than a trustee or other fiduciary holding securities of Maker under an employee benefit plan of Maker, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Maker representing 50% or more of (A) the outstanding equity securities of Maker or (B) the combined voting power of Maker’s then outstanding securities; or (iii) Maker is party to a consummated merger or consolidation which results in the voting securities of Maker outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of Maker or such surviving or other entity outstanding immediately after such merger or consolidation.




(g)  Maker hereby agrees, represents and warrants that at all times there shall be reserved for issuance upon the exercise of this right of Voluntary Conversion such number of shares of its Common Stock (or other securities subject to this Voluntary Conversion from time to time) as shall be required for issuance upon exercise of this Voluntary Conversion.  Maker further agrees that all shares of Common Stock represented by this right of Voluntary Conversion will be duly authorized and will, upon issuance and against payment of the Conversion Price, be validly issued, fully paid and non-assessable.  Maker represents and warrants that its execution and delivery of this Note has been authorized by all necessary and appropriate corporate action under its organizational documents and any applicable agreements and in conformity with applicable law.  Maker shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note.




8.  Set Off.  The amount owed under this Note is subject to reduction and setoff as provided in, and in accordance with, the Asset Purchase Agreement to secure claims thereunder.




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9.  Stock Splits, Stock Dividends, Recapitalizations, etc.




(a)  In case Maker shall: (i) pay a dividend, make a distribution on the Common Stock or fix a record date for determination of holders of capital stock of the Maker entitled to receive such dividend or distribution in shares of Common Stock or any other of its capital stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of its capital stock into a smaller number of shares of Common Stock, or (iv) issue, by reclassification of its shares of Common Stock, any shares of capital stock (including any reclassification in connection with a consolidation or merger in which Maker is the continuing corporation), the amount of Shares issuable upon the exercise of a Voluntary Conversion immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of such Voluntary Conversion that number of Shares (or other capital stock of Maker) that Holder would have owned or would have been entitled to receive after the happening of such event had the Voluntary Conversion occurred immediately prior to the record date, in the case of any such dividend or distribution, or the effective date, in the case of any such subdivision, combination or reclassification.




(b)  If any recapitalization of Maker, reclassification of the Common Stock, reorganization, split-off, spin-off, extraordinary dividend or distribution of Maker,  merger or consolidation of Maker into or with a corporation or other business entity, sale or transfer of all or substantially all of Maker's assets or of any successor corporation's assets to any other corporation or business entity (any such corporation or other business entity being included within the meaning of the term "successor corporation"), any event constituting a Change of Control or any event similar to any of the foregoing, shall be effected, directly or indirectly, in one or a series of related transactions (any of the foregoing being an “Adjustment Event”) at any time while this Note remains outstanding and unexpired, then, as a condition of such Adjustment Event, and, in any event, Maker agrees that lawful, equitable and adequate provision shall be made whereby Holder thereafter shall have the right to receive upon the conversion hereof as provided in Section 6 and in lieu of the shares of Common Stock immediately theretofore issuable upon the conversion  of this Note, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange, in connection with the Adjustment Event, for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the conversion of this Note had such Adjustment Event not taken place, and in each such case, the terms of this Note shall be applicable to the shares of stock or other securities or property receivable upon the conversion of this Note after such consummation.







10.  Restrictions on Disposition of Note and Common Stock.




(a)            The Holder hereby acknowledges that (i) this Note and any Common Stock that may be acquired upon conversion of this Note (“Conversion Shares”), as of the date hereof, are not registered: (A) under the Securities Act on the ground that the issuance of this Note is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (B) under any applicable state securities law because the issuance of this Note  does not involve any public offering and (ii) that the Maker's reliance on the Section 4(2) exemption of the Securities Act and under applicable state securities laws is predicated in part on the representations hereby made to the Maker by the Holder.  The Holder represents and warrants that the Holder is acquiring this Note


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and will acquire Conversion Shares for investment for the Holder’s own account, with no present intention of reselling or otherwise distributing the same.





(b)            If, at the time of issuance of Conversion Shares upon conversion of this Note, no registration statement is in effect with respect to such shares under applicable provisions of the Securities Act and other applicable securities laws, Holder hereby agrees that Holder will not sell, transfer, offer, pledge or hypothecate all or any part of  Conversion Shares unless and until Holder shall first have given notice to Maker describing such sale, transfer, offer, pledge or hypothecationand available exemptions from such registration requirements exist. Should there be any uncertainty or disagreement between the Maker and the Holder as to the availability of such exemptions, then the Holder shall be required to deliver to Maker (i) an opinion of counsel(skilled in securities matters, selected by the Holder and reasonably satisfactory to the Maker)in form and substance satisfactory to Maker to the effect that such offer, sale, transfer, pledge or hypothecation is in compliance with an available exemption under the Securities Act and other applicable securities laws, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed offer, sale, transfer, pledge or hypothecation is made without registration under the Securities Act. The Maker may at its election require that the Holder provide the Company with written reconfirmation of the Holder's investment intent as set forth in Section 11(a) with respect to the Conversion Shares. The Conversion Shares issued upon conversion of this Note shall bear a legend reading substantially as follows:





“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE MAKER AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO MAKER AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY TO THE MAKER) IN FORM AND SUBSTANCE SATISFACTORY TO MAKER THAT SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.”





(c)           In addition to the foregoing restrictions, any Conversion Shares issued upon conversion of this Note will be subject to additional restrictions on transfer and voting arrangements, including an irrevocable proxy, set forth in that certain Shareholder Agreement dated as of September 16, 2010. The Conversion Shares issued upon exercise of the Note shall bear a legend reading substantially as follows:


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“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREE­MENT DATED AS OF SEPTEMBER 16, 2010, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT SHAREHOLDER AGREEMENT, INCLUD­ING CERTAIN RESTRICTIONS ON TRANSFER AND VOTING ARRANGEMENTS, INCLUDING AN IRREVOCABLE PROXY, SET FORTH THEREIN.”





(d)            This Note may not be assigned, pledged, sold or otherwise transferred without the prior written consent of the Maker. Any purported assignment prohibited by this Note shall be void.





(e)           So long as the Conversion Shares remains subject to the foregoing restrictions, the Maker may maintain appropriate "stop transfer" orders with respect to such shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.





11.  Miscellaneous.




(a)  If any clause or provision of this Note shall for any reason be held to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid or unenforceable clause or provision had never been contained in this Note.  If a law which applies to a loan evidenced by this Note and that sets maximum loan charges is finally interpreted so that the interest or other charges collected or to be collected in connection with any such loan exceed the permitted limit, then (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Maker which exceed permitted limits will be refunded to Maker.  Holder may choose to make any such refund by reducing the principal owed under this Note or by making a direct payment to Maker.  Any such reduction or payment shall not cure or waive any default by Maker under this Note.  Maker agrees, however, that in determining whether or not any interest payable under this Note exceeds the highest rate permitted by law, any non-principal payment, including, without limitation, late charges, shall be deemed to the extent permitted by law to be an expense, fee, or premium rather than interest.




(b)  The provisions of this Note shall be binding upon and inure to the benefit of Maker and Holder, their respective personal representatives, heirs, successors, and permitted assigns.




(c)  No modification, amendment, or waiver of any provision of this Note will be effective unless made in a writing signed by Maker and Holder.




(d)  The invalidity or uneforceability of any particular provisions, or part of any provision, of this Note shall not affect the other provisions or parts hereof, and this Note shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted.




(e)  All notices, consents, waivers, and other communications required or permitted by this Note shall be in writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized courier service (costs prepaid); (ii) sent by facsimile with confirmation of transmission by the transmitting equipment; or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested; in




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(f)  each case to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address or facsimile number, or person as a party may designate in writing to the other parties):




To Maker:





Autobytel Inc.


18872 MacArthur Blvd., Suite 200


Irvine, California 92612-1400


Attention:  Chief Legal Officer


Telephone:  (949) 862-1392


Fax:  (949) 862-1323





With a copy (which shall not constitute notice) to:





Drinker Biddle & Reath LLP


105 College Road East


P.O. Box 627


Princeton, NJ 08542-0627


Attention:  James Biehl, Esq.


Fax:  (609) 799-7000







To Holder:








if to any Holder, to:




William Ferriolo                                                                Ian Bentley


14733 Waterchase Blvd.                                                   14613 Canopy Dr


Tampa, FL 33626                                                                Tampa, FL 33626


Fax: 813 434 2424                                                                Fax: 813 354 4895







With a copy to (which shall not constitute notice):




Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.


Post Office Box 1102


Tampa, FL 33601-1102


Attention:  Don B. Weinbren, Esquire


Fax:  (813) 227-0451














A copy of any and all notices and other communications sent by facsimile pursuant to this Section 10(f) shall also be sent by United States mail to the appropriate address in accordance with this Section 10(f).


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12.  GoverningLaw.  This Note shall be governed by and construed in accordance with the laws of the State of Delaware and without giving effect to otherwise applicable principles of conflicts of law of that or any other jurisdiction.




13.  CONSENT TO JURISDICTION.  FOR THE PURPOSE OF ENFORCING PAYMENT AND PERFORMANCE OF THIS NOTE, MAKER HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF DELAWARE OR OF ANY FEDERAL COURT LOCATED IN SUCH STATE.  MAKER HEREBY WAIVES THE RIGHT TO CONTEST THE JURISDICTION AND VENUE OF THE COURTS LOCATED IN THE STATE OF DELAWARE ON THE GROUND OF INCONVENIENCE OR OTHERWISE AND, FURTHER, WAIVES ANY RIGHT TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE IN ANY COURT OUTSIDE THE STATE OF DELAWARE.  THE PROVISIONS OF THIS SECTION SHALL NOT LIMIT OR OTHERWISE AFFECT THE RIGHT OF HOLDER TO INSTITUTE AND CONDUCT AN ACTION IN ANY OTHER APPROPRIATE MANNER, JURISDICTION OR COURT.




14.  Maker’s Waivers. Maker and all sureties, endorsers, guarantors and other parties now or hereafter liable for the payment of this Note, in whole or in part, hereby severally (i) waive demand, notice of demand, presentment for payment, notice of nonpayment, notice of default, protest, notice of protest, and all other notices except those required to be given under the terms of this Note, and further waive diligence in collecting this Note or in enforcing any of the security for this Note; and (ii) consent to any extension of time for the payment of this Note, or any installment thereof, made by agreement by Holder with any person now or hereafter liable for the payment of this Note, even if Maker is not a party to such agreement.




15.  Waiver. Any covenant or condition of this Note may be waived at any time, in writing, by the party entitled to the benefit of such covenant or condition. Waiver of any default of any covenant or condition, will not be a waiver of any succeeding default of the covenant or condition or a waiver of the covenant or condition itself or any other covenant or condition.













[Signature page follows]








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IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered on the date first written above.














Autobytel Inc., a Delaware corporation








By:
/s/ Jeffrey H. Coats


Jeffrey H. Coats


President and Chief Executive Officer


































































































[Signature Page to Promissory Note]


11


Exhibit A





Bank Account of Holder





This Exhibit has been omitted in accordance with Item 601(b)(2) of Regulation S-K.  Autobytel Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.