0001023364-13-000006 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 1 to Amended and Restated Severance Agreement ("Amendment") is entered into effective as of October 19, 2012 ("Amendment Effective Date") between Autobytel Inc., a Delaware corporation ("Autobytel" or "Company") and Curt DeWalt ("Employee").

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AMENDMENT NO. 15 TO LEASE
Lease • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 15 to Lease ("Amendment No. 15") is entered into as of the 31st day of October 2012 between TPF Partners, a California general partnership ("Landlord") and Autobytel Inc., a Delaware corporation ("Tenant").

LOAN AGREEMENT
Loan Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc. • California

THIS LOAN AGREEMENT ("Agreement") is made and entered into as of February 26, 2013 by and between AUTOBYTEL INC., a Delaware Corporation ("Borrower"), and UNION BANK, N.A., a national banking association ("Bank").

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN
Employee Stock Option Award Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc. • Delaware

This Employee Stock Option Award Agreement ("Agreement") is entered into effective as of the Grant Date set forth on the signature page to this Agreement ("Grant Date") by and between Autobytel Inc., a Delaware corporation ("Company"), and the person set forth as Participant on the signature page hereto ("Participant").

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 2 to Amended and Restated Employment Agreement ("Amendment") is made and entered into as of December 14, 2012, by and between Autobytel Inc., a Delaware corporation ("Company"), and Jeffrey H. Coats ("Employee").

AMENDMENT NO. 1 TO SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 1 to Severance Benefits Agreement ("Amendment") is entered into effective as of November 14, 2012 ("Amendment Effective Date") between Autobytel Inc., a Delaware corporation ("Autobytel" or "Company") and Kimberly S. Boren ("Employee").

ASSIGNMENT AGREEMENT
Assignment Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Assignment Agreement ("Agreement") is made effective as of February 26, 2013 ("Effective Date") by and between Lead Relay, LLC ("Lead Relay"), a Colorado limited liability company having an office at 10437 Goosehaven Drive, Lafayette, Colorado 80026, and Autobytel Inc. ("ABT"), a Delaware corporation with offices located at 18872 MacArthur Blvd., Suite 2200, Irvine, California 92612.

AMENDMENT NO. 1 TO SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 1 to Severance Benefits Agreement ("Amendment") is entered into effective as of November 30, 2012 ("Amendment Effective Date") between Autobytel Inc., a Delaware corporation ("Autobytel" or "Company") and William Ferriolo ("Employee").

AMENDMENT NO. 1 TO SEVERANCE AGREEMENT
Severance Agreement • February 28th, 2013 • Autobytel Inc • Services-computer programming, data processing, etc.

This Amendment No. 1 to Severance Agreement ("Amendment") is entered into effective as of September 19, 2012 ("Effective Date") between Autobytel Inc., a Delaware corporation ("Autobytel" or "Company") and John Steerman ("Employee").

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