Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each share of Common Stock, --------------------------- par value $0.001 per share, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of Common Stockcommon stock, --------------------------- par value --------------------------- $0.001 0.01 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.01 par value $0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to common stock shall evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each --------------------------- share of Common Stock, --------------------------- $.0001 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the ----------------------- Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share, Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to shall evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of --------------------------- Common Stock, --------------------------- $.01 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 par value $0.001 per sharevalue, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each --------------------------- share of Common Stock, --------------------------- $.001 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value $0.001 per sharevalue, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share --------------------------- of Common Stock, --------------------------- $.0001 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value $0.001 per sharevalue, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each Pursuant to the Merger, each share --------------------------- of Common Stock, --------------------------- par value $0.001 per share0.001, of Merger Sub (the "Merger Sub Common StockMERGER SUB COMMON STOCK") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share, Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share --------------------------- of Common Stockcommon stock, --------------------------- par value $0.001 .001 per share, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $0.001 .001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of Common Stockcommon stock, $.001 par --------------------------- par value $0.001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, par $.01 value $0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of shares of any Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of Common Stockcommon stock, --------------------------- par value $0.001 per share0.01, of Merger Sub ("the “Merger Sub Common Stock"”) issued and ----------------------- outstanding as of immediately prior to the Effective Time shall represent be automatically converted into and become one validly issued, fully paid and nonassessable (1) share of Common Stockcommon stock of the Surviving Corporation, par value $0.001 per share0.01 (the “Surviving Corporation Common Stock”), and shall thereafter constitute all of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to evidence ownership of such issued and outstanding shares of capital stock of the Surviving Corporation. Each stock certificate representing shares of Merger Sub Common Stock shall continue after the Effective Time to represent such shares of Surviving Corporation Common Stock.

Capital Stock of Merger Sub. Each share All of Common Stockthe issued and outstanding --------------------------- shares of common stock, --------------------------- par value $0.001 .01 per share, of Merger Sub (the "Merger Sub ---------- Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent one validly issued, be converted into an equal number of fully paid and ------------ nonassessable share shares of Common Stockcommon stock, $.01 par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Corporation (the "Surviving Corporation Common Stock immediately prior to the Effective Time shallStock"), as which will constitute ---------------------------------- all of the Effective Time, continue to evidence ownership of such issued and outstanding shares of capital stock of the Surviving CorporationCorporation immediately after the Effective Time. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub Common Stock will be deemed for all purposes to evidence ownership and to represent the same number of shares of Surviving Corporation Common Stock.

Capital Stock of Merger Sub. Each share of Common Stockcommon stock of Merger --------------------------- Sub, --------------------------- $.01 par value $0.001 per share, of Merger Sub share (the "Merger Sub Common Stock") ), that is issued and ----------------------- outstanding immediately prior to the date and time that the Merger shall become effective (to be referred to as the "Effective Time"), will by virtue of the Merger be cancelled at the Effective Time shall represent one and, without any further action on the part of any holder thereof, be converted into .9761 share of validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub non-assessable Class A Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each --------------------------- share of Common Stock, --------------------------- $.001 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value $0.001 per sharevalue, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of --------------------------- Common Stock, --------------------------- $.10 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") ----------------------- issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.10 par value $0.001 per sharevalue, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of --------------------------- Common Stock, --------------------------- $.10 par value $0.001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.10 par value $0.001 per sharevalue, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each --------------------------- share of Common StockStock of Merger Sub, --------------------------- par value $0.001 .0001 per share, of Merger Sub share ("Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 .0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of Common Stock, no par --------------------------- par value $0.001 per share, of Merger Sub (the "Merger Sub Common Stock") issued and ----------------------- outstanding immediately prior to the Effective Time shall represent be converted into one validly issued, fully paid and nonassessable share of Common Stock, no par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, continue to shall evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.