Exhibit 10.1
Autobytel Inc.
WARRANT TO PURCHASE SERIES B JUNIOR PARTICIPATING CONVERTIBLE PREFERRED STOCK
VOID AFTER 5:00 P.M., PACIFIC
TIME, ON THE EXPIRATION DATE
THESE SECURITIES 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, ASSIGNED, 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 UNCERTAINTY OR DISAGREEMENT BETWEEN THE COMPANY AND THE HOLDER AS TO THE
AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO
THE COMPANY AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY
THE HOLDER AND REASONABLY SATISFACTORY TO THE COMPANY) IN FORM AND SUBSTANCE
SATISFACTORY TO COMPANY TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER,
ASSIGNMENT, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS.
THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO AN AMENDED AND RESTATED
STOCKHOLDER AGREEMENT DATED AS OF OCTOBER 1, 2015 ("STOCKHOLDER AGREEMENT"), 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 SECURITIES THE
PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME
BOUND BY ALL THE PROVISIONS OF THAT AMENDED AND RESTATED STOCKHOLDER AGREEMENT,
INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS, STANDSTILL
PROVISIONS AND VOTING ARRANGEMENTS, INCLUDING AN IRREVOCABLE PROXY, SET FORTH
THEREIN.
THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF AN AGREEMENT AND
PLAN OF MERGER DATED AS OF OCTOBER 1, 2015 ("MERGER AGREEMENT") AND ARE SUBJECT
TO VARIOUS RIGHTS OF OFFSET BY THE COMPANY UNDER THE MERGER AGREEMENT.
Issuance Date: October 1, 2015
FOR VALUE RECEIVED, Autobytel Inc., a Delaware corporation ("Company"), hereby
agrees to sell upon the terms and on the conditions hereinafter set forth, but
no later than 5:00 p.m., Pacific Time, on the Expiration Date (as hereinafter
defined) to each of the persons listed on Schedule A hereto or registered
assigns (each, a "Holder"), under the terms and at the Warrant Prices as
hereinafter set forth, Holder's pro rata portion (as set forth on Schedule A
hereto) of One Hundred and Forty-Eight Thousand, Two Hundred and Forty (148,240)
fully paid and non-assessable shares of the Company's Series B Junior Preferred
Stock, par value $0.001 per share ("Warrant Stock"), at a purchase
price of One
Hundred Eighty Four Dollars and Forty Seven Cents ($184.47) per share ("Warrant
Price"), pursuant to this warrant ("Warrant").
The number of shares of Warrant
Stock to be so issued and the Warrant Price are subject to adjustment in certain
events as hereinafter set forth.
The term "Series B Preferred Stock" shall
mean, when used herein, unless the context