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December
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31 2012
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Staff
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Properties
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Notes
Annual
to
Consolidated
Report
Financial
on Form 10-K which
Disclosures
Not applicable
17
Statements
is
in
incorporated
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II
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Item
Financial
by reference
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Market
Common
for Registrants
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of Equity
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symbol ABTL
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on Form 10-K
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and Results of
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prices
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Pricing
31 2012
and
conditions
in the automotive
by general economic and market factors including
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services
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and margins
18
budgets
and allocations
on our Lead
generation
and
and website
Results
of
Operations
The following
table
sets
our
forth
of operations
results
as
revenues
of
percentage
Ended December 31
Years
2011
2012
Revenues
Lead
Advertising
5.3
6.0
Other
0.2
0.4
revenues
Total
100.0
100.0
60.7
59.3
393
40.7
12.8
14.0
10.2
11.0
11.7
12.5
of revenues
Cost
Gross margin
expenses
Operating
and marketing
Sales
Technology
General
support
and administrative
and
Depreciation
amortization
settlements
Litigation
Total
operating
expenses
2.6
2.8
0.4
0.7
36.9
39.6
income
2.4
1.1
Interest
and other income
0.2
0.1
Income
tax provision
0.5
0.5
2.1%
0.7%
Operating
Netincome
Revenues
93.6%
945%
fees
of similar services
by groups
and gross
are as follows
profits
Ended December 31
Years
2012
vs 2011 Chan2e
____
Qii
in
dollar amounts
thousands
Revenues
Lead
$63109
3524
3850
326
169
227
58
66802
63812
2990
40530
37829
2701
Other
revenues
Total
revenues
Cost
of revenues
excludes depreciation
Gross
Lead
The
increase
2011
over
The
Advertising
to
one
of the
acquisition
was
that
due
to
$326000
or
8%
advertisers
Other
related
revenues
to
currently not being
$3.4
in
the general
Companys
primarily
is
also
increase
of deferred
Other revenues
revenues
7%
to
million
of $0.3
recognition
out with
is
increased
revenues
due
primarily
$26272
profit
Lead
fees
was
$59735
million
as well
in
decrease
in
in
$58000
Dealer
SEM
marketed
19
2012
revenues
2011
in
26%
service
in
related
data
to
compared
in
The
increase
Lead
Finance
in
Lead
volume
industry
2012
to
compared
advertising
licensing
to
2011
campaigns
was
that
primarily
due
were closed
revenue
2012
compared
revenues
which
in
2011
decrease
by
offset
the automotive
in
or
in
1%
289
$25983
volume
advertising
revenues
as the reduction
decreased
actively
Lead
improvement
advertising
6%
or
automotive
decrease
26
of
$ll8in2Ol2and$221in2011
revenues
6%
3374
fees
Advertising
to
is
2011
legacy
The
decrease
product
in
other
of the Cyber
Cost
and
traffic
and
content
and
depreciation
search
including
costs
The
increase
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payments
engine
our
websites
to
Lead
to
consists
of search
on search
of
activity
included
expense
and
revenues
and fees paid
our
drive
properties
license
SEM
traffic
compared
to
third
connectivity
server
fees
sometimes
for
parties
costs
equipment
referred
to
as
due
to
the
paid
website
to
2011
to
Lead
and online automotive
portals
technology
Websites
to
2012
in
on
of revenues
other cost
internet
SEM
marketing
engines
and
costs
including
Company
the
to
acquisition
engine
related
related
the cost
in
traffic
providers
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on keywords
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and
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our
compensation
directly
of bidding
7%
million or
made
optimization
amortization
the practice
is
automotive
in
Operating
related
of Lead
consists
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technology
marketing
of
Other cost of revenues
providers
development
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acquisition
information
data
Cost
of Revenues
was
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volume
were as follows
expenses
Ended December 31
Years
vs 2011 Chan2e
2012
iil
dollar amounts
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578
our brand
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39
178
25258
software
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monitor
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December
administrative
was
31 2012
by an increase
in
due
headcount
and data content
costs
for
expense
primarily
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decreased
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software
decrease
offset
costs
54
451
marketing
support
technology
and
The
year
54
the
to
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regard
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compared
31 2012
other
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Litigation
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December
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in
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7987
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7045
7852
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enhance
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operate
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31 2012
$0.3
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Support
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prior
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offset
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technologies
6848
24680
and marketing
Sales
related
severance
Technology
incurred
370
273
expenses
Sales and Marketing

and other costs associated
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personnel
8906
settlements
Litigation
for
and amortization
depreciation
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8536
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Total
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thousands
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December
December
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and
31 2012
31 2011
other
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December
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31 2012 compared
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year
$139000
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the year
for
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increased
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summary
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for
years
ended
31 2012 and 2011
December
Years Ended
31
December
2012
2011
in thousands
Net cash
provided
by operating
Net cash
used in
provided
Net cash
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of
Our principal sources

cash
totaled
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On
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activities
by financing
activities
and accounts
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31 2012
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164
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31 2012
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31 2012 379811
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us
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During the year ended
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stock
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in Provided by Financing Activities
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as
31 2012
December
Years
December 31
Ending
in thousands
2017
2013
$656
leases
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MICHAEL
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28 2013
February
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28 2013
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KAPLAN
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STIBEL
Stibel
THOMPSON
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AUTOBYTEL INC
CONSOLIDATED BALANCE SHEETS
in thousands
except
and
per-share
share data
December 31
December 31
2012
2011
Assets
Current
assets
Cash
and cash
Restricted
Accounts
equivalents
15296
400
net
receivable
of allowances
and $540
of $426
credits
at
for
December
bad debts
31 2012
and customer
and 2011
10081
respectively
Prepaid
and other current
expenses
Total
current
Long-term
25881
net
1539
assets
assets
and
Liabilities
Current
1629
194
11677
Total
22324
1593
Goodwill
Other
571
investment
strategic
assets net
Intangible
10144
504
assets
assets
and equipment
Property
11209
cash
Stockholders
2893
11677
77
77
40767
38794
Equity
liabilities
Accounts
payable
Accrued
Deferred
Total
current
note
Total
liabilities
payable
non-current
liabilities
liabilities
and contingencies
Stockholders
equity
Preferred
3837
3081
5377
4994
168
216
9382
8291
5000
5000
620
607
15002
Commitments
none
liabilities
revenues
Convertible
Other
and other current
expenses
stock $0.00
13898
Note
11445187
par
value
par
value 200000000
shares
authorized
outstanding
Common
stock $0.00
8855400 and 9224345

December
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stockholders
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liabilities
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equity
part of these consolidated
F-4
306733
280496
281883
25765
24896
40767
38794
AUTOBYTEL INC
CONSOLIDATED STATEMENTS
OF INCOME AND COMPREHENSIVE INCOME
in thousands
except per-share
data
Years
Ended
December 31
2012
2011
Revenues
Lead
fees
$63109
Advertising
3524
3850
169
227
66802
63812
2011
40530
37829
profit
26272
25983
Other
revenues
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Cost
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Operating
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excludes
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2012
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support
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settlements
Litigation
Total
operating
expenses
Basic
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net
and comprehensive
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7852
7987
1717
1771
1592
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8906
7045
24680
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6848
273
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725
139
40
344
349
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416
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AUTOBYTEL INC
OF STOCKHOLDERS
CONSOLIDATED STATEMENTS
in thousands
Common
Number
Balance
December
Shares
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stock
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AUTOBYTEL INC
CONSOLiDATED STATEMENTS
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in thousands
Years
Ended
December 31
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Cash flows
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11209
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group acquires
market value
of business
market value
fair
of
important
its
Preferred
acquire
or future
Board
Rights
Plan
The
acquire
time has
iv
Right
to
The
entitles
Participating
right
stock
person
permitted
Computershare
Preservation
Benefit
by preserving
Preservation
exceptions
common
If
Each
into
certain
Tax
23 2011
value
and
Company
the
of the Company
common
Board of Directors
the
The
June
protect
ESPP
Plan
Preservation
Plan between
stockholders
The
of the
the lower
Plan
ESPP
Purchase
2012
in
period
On May 26 2010
Preservation
terminated
85% of
at
Stock
Employee
was
stock
Benefit
Preservation
Tax
Plan
no
Tax
Benefits
may
under Section
Benefits
if
the
Tax
Board
Benefits
be
carried
382 would
no
Company
Warrant
As
shares
of
of
and
of
the acquisition
of Cyber
common
Warrant
combinations
dividends
date
part
Company
expires
change
in
and
stock
other similar
on the eighth
control
anniversary
of the Company
on the Acquisition
events
an
at
exercise
The Warrant
of the issuance
The
Warrant
was
date
valued
F- 18
the
Date
price
of
becomes
The
at
right
$3.15
Company
$4.65
per
exercise
per share
as
on the
exercisable
to
issued
share
the
for
warrant
adjusted
third
Warrant
total
to
for
purchase
stock
anniversary
is
value
400000
splits
stock
of the issuance
accelerated
in
of $1260000
the event
which
is
recorded
free
rate
as
additional
of 2.3% stock
price
Shares Reserved
instruments
as
77.5% and
of
volatility
used an option
term
of
8.04
pricing
model with
key assumptions
the following
years
the following
shares
of common
stock
reserved
for
future
issuance
the exercise
upon
options
future
grants
Reserved
for
exercise
Reserved
for
conversion
of
under stock-based
incentive
527582
plans
400000
Warrant
of promissory
1075268
note
3562189
Total
Income
of Shares
1559339
outstanding
for
Authorized
Taxes
Income tax expense from continuing
operations
of the following
consists
for
the years
ended
2012
December
2011
in thousands
Current
Federal
12
State
66
91
78
91
225
218
41
40
266
258
344
349
Deferred
Federal
State
income
Total
31 2012 and
tax
expense
of the U.S federal statutory
The reconciliations
December
or issuance
31 2012
of December
Number
Stock
2011
are
rate
to
the effective
income
tax
rate
for
the years
provision
U.S
at
federal
statutory
rates
35.0%
Statetaxes
State
rate
5.9
adjustment
Non-deductible
Stock
items
options
in
Effective
federal
valuation
income
2011
35.0%
11.9
8.8
permanent
Other
Change
ended
follows
as
2012
Tax
risk-
Future Issuance
for
had
The Company
of equity
The Company
paid-in-capital
tax
allowance
0.7
2.0
34
0.4
0.7
9.2
33.2
19.9%
rate
F- 19
12.9
45.6%
31
income
Deferred
liabilities
for
Companys
financial
deferred
taxes
the net tax
reflect
reporting
and
purposes
of December
taxes as
of temporary differences
effect
the
31 2012
amounts
used
and 2011
are
for
as
income
between the carrying
tax
purposes
amounts of
and
assets
components
Significant
of the
follows
2012
2011
in thousands
Deferred
tax assets
Allowance
Accrued
for
accounts
160
211
248
269
40350
40845
liabilities
Net operating
Fixed
doubtful
loss
carry-forwards
assets
144
assets
Intangible
Share-based
Deferred
expense
944
696
44
69
43883
44457
43883
44457
revenue
gross deferred
Valuation
Deferred
Tax
Total
assets
The
31 2011
tax
to
balance
The
to
$0.7
employed
The increase
Company
with
the
had
Company
of available
increased
million
recorded
the
evidence
the
respectively
in
deferred
its
order
in
to
31
tax
deferred
its
the reversal
Company
reflect
the deferred
reduced
reflect
At December
million
31 2012
Company
to
taxes
valuation
Company
allowance
believes
that
it
is
of
more
620
354
620
354
620
354
$43.9
million
likely
than
not
on
its
that
net deferred
these
deferred
tax
tax
realized
$40.8
million
liabilities
tax
income
on the weight
not be
will
goodwill
gross deferred
At December
Based
assets
liabilities
deductible
Net deferred
assets
tax
allowance
tax
2229
1991
compensation
Other
Total
134
of
tax asset
NOLs
asset
tax
amounts
The adjustment
2012
The federal
the
expire
to
certain
states
was
offset
by
asset related
to
attributable
resulted
Company
NOLs
net operating
related
for
had
through
in
to
that
corresponding
share-based
share-based
corresponding
federal
2031
and
state
as follows
2021
loss
carry-forwards
were not previously

increase
reduction
NOLs
of
by individuals
of the valuation
approximately
in millions
1.7
2023
2024
4.1
2025
7.7
2026
26.4
2027
15.5
2028
5.1
2029
8.6
2030
11.6
2031
1.3
106.4
F-20
as of
expense
forfeited
24.4
2022
as
of the valuation
compensation
awards
NOLS
presented
as
part
of December
of the deferred
allowance
December
that
31
are
2011
no longer
allowance
$106.4
million
and
$65.9
The
NOLs
state
expire
2031
through
as follows
in millions
2013
3.1
2014
4.6
2015
6.6
2016
21.3
2017
3.2
2028
2.7
2029
5.8
2030
11.0
2031
1.4
NOLs
California
Other
Utilization
due
Revenue
Internal
the
limit
may
limitations
not
limit
2001
approximately
$10.8
million
The
subsidiaries
and
the
to
prior
of the
million
net
state
date
the
net operating
losses
of approximately
$13.5
million
At
and
federal
these
of
stock
losses
when
whereby
attributable
to
At December
$0.3
million
the
the
and $0.2
is
stock
stock
31 2012
million
in
is
tax
to
and $8.5
options
assets
to
option
net
exclude
additional
such
and
equity
income
The
options
than
to
$0.6
tax
In
stock
to
million
incurred
associated
and
federal
capital
the
state
net
Therefore
$4.7
approximately
million
tax benefit
and
$0.1
million of
payable
losses
arising
the
income taxes payable
reduce
Company
has
from continuing
by
with
tax-effected
Upon future realization

compensation
and reduce income taxes payable The benefit
the deductions
in
valuation
deductions
option
this
Approximately
were
benefits
tax
year
established
addition
are realized
income
acquisition
million per
respectively
Company
and
estimate
from stock-based
that
taxes
operating
such
rather
income
taxable
carry-forwards
taxes
relate
approximately
paid-in
time
The
income
for
respectively
the future
2013
loss
of
adopted
operations
the
to
of
For purposes
with and
prior
of
without
net operating
deductions
Company
respectively
in
million
and
operating
382
ownership changes
managements current
31 2012 As result of an
$0.5
limitation
Section
on
subsidiaries
the provision
future
annual
by
These
provisions
offset
subsidiaries
these
to
2021
in
net
such
tax deductions
until
reduce
considers
state
stockholders
to
increase
expire
as required
of approximately
limitation
to
related
to
based
December
of
and
of
the future
to
annually
2006 however
begin
federal
occur
substantial
to
subject
in
as similar state
utilized
acquisition
reduced
credited
not recorded
the
the
credited
million
deferred
expects
Company
excess
be
be
losses pertaining
deductions
option
determining
approach
Company
will
allowance
31 2012
net operating
the
date
will
respectively
December
state
benefits
excess
the valuation
that
losses
of
of acquisitions
million
such
and $0.5
the
as well
be
can
occurred
Companys
$4.1
the extent
that
operating
of
at
or
Code
the
could
that
be
may
carry-forwards
NOLs presented above as

NOLs are subject to an annual
respectively
of
credit
occurred
of the
of
to
tax
may have
carry-forwards
realization
losses
and
amended
allowance
operating
65.9
ownership change
million
the
6.2
NOLs
loss
that
as
utilization
and
$5.0
1986
NOL
382
$9.9
federal
of
of
Section
does
change
Code
amount
respectively
State
of the net operating
ownership change
to
the
NOLs
State
Total
59.7
has
federal
The federal
and
credits
F-2
state
begin
research
and
to
in
expire
development
2021
The
state
tax
credit
credits
carry-forwards
do not expire
of
As of December
$0.5
million
31 2012
respectively
reconciliation
and
of
all
2011
which
and ending
of the beginning
had unrecognized
Company
the
if
recognized
subsequently
amount of unrecognized
tax benefits
would
have
tax benefits
of
$0.6
approximately
affected
the
Companys
and
million
tax
rate
as follows
is
2012
2011
in thousands
Balance
at
$500
January
Additions
based
on tax positions
related
to
the current
Additions
based
on tax positions
related
to
prior years
Reductions
based
related
on tax positions
to
$500
year
136
and
prior years
settlements
Reductions
Balance
The
is
Company
no longer
generated
be
will
The
The
January
and Finance
2012
in
summary
is
of
table
to
this
and
New
the next
$0
the
State
The
Companys
quarterly
data
is
2012
Basic
earnings
Diluted
loss
earnings
loss
The
entered
Company
NA
The Company
other
general corporate
may
use
6715
6335
into
the
on
Interbank
unused
the
there
benefits
tax
associated
as
with
its
and
income
tax
Department
of
for
Finance
New
the
to
York
December
31 2012
except
16705
December31
2011
Ended
Dec 31
Sep
2011
thousands
and
Jun 30
Mar 31
2011
2011
amounts
per-share
$16310
16223
6836
30
2011
6889
$15247
6572
$16032
6362
6160
571
351
551
231
253
341
446
199
0.04
0.06
0.03
0.01
0.01
0.01
0.00
0.01
0.04
0.06
0.02
0.01
0.01
0.01
0.00
0.01
an
$8.0
million revolving
as
Facility
source
to
credit
finance
Facility
facility
expenditures
capital
in
2013
February
with
stockholder
acquisitions
Union
Bank
and
buybacks
purposes
Borrowings under the

London
losses
not believe
Event
Subsequent
fee
6385
per share
of tax
closed
2012
$15731
per share
respectively
of Taxation
paid
Mar 31
2012
$17454
loss
unrecognized
$24000
now
ended
years
Jun 30
30
Sep
in
Net income
any
interest
Department
Company
for the
$16911
profit
the use
does
Company
Company
the
general
for
Unaudited
2012
Gross
The
on
of
Ouarter
net revenues
In
except
and 2011
incone tax audit and the audit
Dec 31
Total
2007
months
accrued
and
$500
jurisdictions
to
years
12
penalties
York
31 2008
state
years prior
subsequent
$13000
31 2012
by the
for
in
over
accrued
December
December
through
income
interest
Company
ended
and various
States
tax examinations
tax positions
examination
Data
the United
taxable
offset
recognize
The
related
Quarterly Financial
Below
to
to
is
under
2006
in
income
state
used
the years
was
Company
tax returns
expense
in
$636
unrecognized
its
policy
tax
tax benefits
the period
Taxation
in
of limitations
statutes
31
and
be
may
changes
Companys
unrecognized
December
federal
that
of income
on the lapse of the
income
files
2007
any material
component
for
to
prior
at
U.S
to
subject
based
Offering
of
facility
Facility
will
LIBOR
Rate
bear
plus
0.10% payable
interest
1.50%
quarterly
at
at
in
the
either
the option
banks
of the
The
arrears
Reference
facility
Rate
prime
has not
been
drawn
minus 0.50%
rate
The Company
Company
also
against
or the
commitment
pays
as of
February
28
2013
The
restrictive
EBITDA
under
The
the
and
financial
tangible
Facility
Facility
contains
Facility
and
net
worth
are secured
matures
in
certain
covenants
by
February
with
and
customary representations
that
including
which
first priority
the
the
Company
Company
security
was
interest
warranties
maintain
in
on
2015
F-22
compliance
the
affirmative
minimum
with
Companys
and
consolidated
as of
accounts
negative
covenants
net liquidity
February
receivable
28 2013
and
profitability
Borrowings
and proceeds
thereof
AUTOBYTEL INC
II
SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS

Years
Ended
December 31
2012
2011
in thousands
Allowance
bad debts
for
Beginning balance
219
355
Additions
163
130
Write-offs
114
266
268
219
321
266
391
833
554
778
158
321
Ending
Allowance
balance
customer
for
Beginning
credits
balance
Additions
Write-offs
Ending
Tax
valuation
balance
allowance
Beginning balance
Charged
Ending
credited
44457
to
tax
expense
balance
574
43883
F-23
44766
309
44457
THIS PAGE INTENTIONALLY
LEFT
BLANK
EXHIBIT INDEX
Number
Description
Asset
2.1
Purchase
Revocable
Trust
Subsidiary
Inc
Amended
Fifth
Autobytel
amended
by
Amended
Restated
Amended
Fifth
of the
Certificate
of
incorporated
ended
31 2009
March
Amendment
is
to
reference
and
Exhibit
to
Restated
of
3.1
Common
Form of
Quarterly
Stock
4.2
Benefit
Tax
N.A
as
agent
of
Summary
reference
of
14 2001
2009 which
dated
July
with
filed
are
of
Certificate
10 2012 which
the SEC on July
Plan
Rights
4.1
which
Autobytel
dated
as
with
quarterly
3.1
of Autobytel
Bylaws
of
the Current
on
adopted
September
13
with
the
on Form 8-K
Report
herein
incorporated
is
ended
period
2010
May 26
of
the following
Shares
the Current
to
Restated
Exhibit
by
No
the
filed
September
by reference
2001
30
Exhibit
to
with
filed
of the
4.1
SEC
the
on
000-22239
Purchase
to
and
to
herein
is
2011 which
incorporated
SEC on April 29 2011 SEC File
27
with
filed
001-34761
the
for
No
together
Exhibit
to
10-Q
File
Preservation
rights
of
April
on Form 8-K
Amended
No
File
dated
Autobytel
reference
by
SEC
Certificate
SEC
November 14 2001
Fifth
the quarterly period
for
and Fourth
000-22239
on Form 8-K
Report
the
August
24
April
of Autobytel
of
Certificate
30 2004 and Amended
Form l0-Q
on
No
File
dated
July
dated
Stock
Incorporation
of the Current
3.1
Report
Third
to
herein
Form
on
Report
of
Bylaws
the Current
2012 which is incorporated

SEC on September 14 2012
4.1
of
dated
Third
1999
of Autobytel
Stock
Report
SEC
22
July
Amendment
001-34761
Amendment
and
000-22239
Quarterly
24 2009
Certificate
Exhibit
to
the
April
Restated
by reference
No
File
and
Amended
SEC on
the
of
dated
Quarterly
Exchange
10-Q
Form
2010
of
Certificate
Preferred
Participating
3.1
Second
the
and
the Securities
Bentley
Acquisition
of
2.1
Ian
inc
formerly autobytel.com
14 1998 as
filed December
Inc
Delaware
of
Preferred
with
the
Autobytel
Exhibit
to
Quarter
Autobytel
of Incorporation
Participafing
Junior
Exhibit
3rd
State
of Autobytel
Certificate
Junior
to
with
filed
herein
SEC
Amended
Third
by
Fifth
incorporated
12 2012
reference
of
of
and
corporation
filed
and
Bentley
Florida
Inc
Autotropolis
Ian
by reference
001-34761
1999
Incorporation
of Series
Designation
herein
March
and Restated
of Series
No
File
among
30 2010
September
Incorporation
dated
of
Certificate
of Designation
of
Amendment
of
Certificate
ended
by the Secretary
certified
herein
incorporated
is
SEC
Certificate
Company
Certificate
Amendment
3.2
Restated
Delaware
Inc
Autobytel
and
by
William Ferriolo
corporation
which
on November 12 2010
and
or the
and
3/1/2005
corporation
16 2010
September
Florida
for
SEC
Commission
3.1
Delaware
on Form 10-Q
Report
U/A/D
created
of
as
Inc
Ventures
Cyber
corporation
dated
Agreement
of
between
Autobytel
Preferred
Stock
Form 8-K
Report on
of Autobytel
with
filed
the
Trust
and Computershare
Form
Exhibit
exhibits thereto
of Right
Inc which is
SEC on June
Company
Exhibit
Certificate
herein
incorporated
SEC
2010
by
No
File
000-22239
4.3
by reference
File
10
No
Form
which
Adjustment Under
of
Certificate
to
Exhibit 4.3
Form
is
of Amended
is
10.4
of Letter
Amendment
10.5
SEC
to
inc
to
to
000-22239
to
5-1
99.1
is
herein
incorporated
SEC on November
the
and
Autobytel
the Current
to
Option
10.2
Plan
Option
Registration
of
Plan
Statement
to
the
the Current
Report
stock
option
directors
its
on Form 8-K
filed
is
filed
Report
2005
incorporated
with
on
the
and Option
Stock
Restricted
2012
SEC
and
officers
with
the
SEC
Form 8-K
filed
with
Plan which
the
SEC
on
8-K
with
agreements
of the September
which
2004
Form
2005
September
Statement
ito S-i Registration

Stock
pursuant
10.1
certain
Exhibit
the S-i Registration
1999
between
Agreement
Exhibit
Exhibit
amending
Stock
1998
Amendment No
Amendment No.1
No
by reference
inc
No
Autobytel.com
File
to
Option Agreement
reference
Agreement
herein
Autobytel.com
7062
with
filed
001-34761
Stock
by
Indemnification
by reference
No
File
Director
herein
14 2005
incorporated
Restated
herein
SEC
of Outside
incorporated
Form
and
incorporated
September
10.3
Plan which
Preservation
Report on Form l0-Q
the Quarterly
to
Benefit
Tax
of the
00 1-34761
on July 22 2010
0.2
11m
Section
Outside
Directors
which
is
10.8
of
Form 8-K
herein
SEC on
reference
by
February
1999
to
Exhibit
SEC
File
No
333-
Statement
which
is
incorporated
herein
by
reference
to
Exhibit
10.30
of
Number
10.6
Description
reference
SEC
lO.7
No
herein
with
10.10
No
incorporated
herein
Auto-By-Tel
l0.14
Exhibit
10.1
l0.l6
herein
10.19
Form of
herein
l0.20
10.21
Form
Stock
Form of
herein
10.23
Stock
10.24
Plan
Option
for
related
ended
dated
September
ended
which
1999
September
30
22
which
is
1999
1999
is
30 1999
September
is
herein
by reference
SEC
No
File
herein
incorporated
the
are
herein
incorporated
by
Statement
15 2000
June
which
agreements
incorporated
to
to
reference
by
SEC on May 11 2001
Exhibit
to
of the
99.1
333-39396
SEC
File
Annex
to
No
to
the
and
333-60798
1998
is
herein
No
Agreement
to
Inc
1999
1999
Option
Plan
incorporated
herein
incorporated
No
File
herein
herein
incorporated
is
and Acquisition
the Schedule
Stock
Stock
for
by
005-58067
by reference
to
reference
to
by
Related
Stock
Option
Plan which
is
herein
by reference
to
herein
by reference
to
TO
Option
Plan which
is
incorporated
Option
Plan which
is
incorporated
the
Year
Ended
December
31 2001
filed
with
the
SEC on
to
incorporated
to
by
Director
to
Stock
incorporated
by
which
is
Option Plan which
is
incorporated
Autobytel.com Inc
1999
Stock
Option Plan which
is
incorporated
TO
Autobytel.com
to
Inc
1999
Employee and Acquisition

TO
16 of the Schedule
Exhibit
Autobytel.com Inc
2000
Stock
Option Plan which
Related
is
Stock
incorporated
TO
pursuant
Option
herein
Plan
Stock
18
Exhibit
Incentive
1998
of the Schedule
Option Agreement
Stock
TO
reference
to
pursuant
17
1996
TO
Inc
Autobytel.com
of the Schedule
herein
Corporation
13 of the Schedule
to
pursuant
15
Auto-by-Tel
the Schedule
pursuant
Exhibit
to
pursuant
Agreement
is
Stock
Employee
10 of
Exhibit
pursuant
Agreement
Form of Non-employee
is
is
SEC
14 2001
Option Plan which
Stock
Form 10-K
14 of
Exhibit
Stock
Plan which
Incentive
000-22239
by reference
Plan which
on
Report
Option Agreement
to
Stock
SEC on December
the
TO
Exhibit
Option
1996
with
filed
Exhibit
to
reference
by
Form of Performance
Incentive
TO
Autobytel.com Inc 2000
File
Option
by reference
incorporated
is
with
filed
22
September
TO
Option Agreement
Option Plan which
l0.22
the
Option
by reference
of Stock
and
SEC on
the
Corporation
Autobytel.com
Annual
SEC
by reference
Form of
herein
by
1999
TO
Schedule
to
herein
Stock
herein
incorporated
000-22239
Plan which
Stock
Schedule
by reference
of the
of Stock
No
which
with
filed
dated
for
S-l Registration
ito the Autobytel.com Inc 2000
No
22 2002
incorporated
is
SEC on November
the
000-22239
Stock
Plan
to
Autobytel.com Inc
the
to
12 of the
10.46
No
Autobytel.com Inc
the
to
No
Form
of
of the Schedule
incorporated
March
the
to
Amendment
Amendment
File
Incentive
the Auto-by-Tel
d2
No
No
1999
SEC
Option Plan
Restricted
of the Schedule
d8
Exhibit
10.1
No
d5
Amendment
with
filed
Plan
Option
of Form l0-Q
10.1
on Form S-4 originally
to
TO
Exhibit
10.1
No
Amendment
Plan which
Option
S-8
17 2001
Exhibit
to
Amendment
Exhibit
2001
Inc
on July
Amendment
Stock
on Form S-8
Statement
Schedule
10.1
2000
Stock
Amendment
of
No
File
Inc
Stock
Form 10-Q
of
SEC
Exhibit
to
1998
10.2
Autobytel.com
1996
10.6
Inc
Autobytel.com
reference
by
Inc
Exhibit
to
reference
Statement
Registration
10.12
the
to
Corporation
Autobytel.com
amended
Stock
on Form
Statement
Autobytel.com
by reference
Exhibit
to
Related
Acquisition
the Registration
SEC on November 12 1999
the
Registration
10.11
the
to
Amendment
reference
of
the
with
and
Employee
10.1
333-90045
incorporated
filed
Q9
No
Amendment
filed
10.8
Exhibit
to
File
1999
inc
Autobytel.com
to
Autobytel.com
of the Schedule
Agreement
reference
to
1999
Stock
Option
Plan which
is
TO
pursuant
Exhibit
Inc
to
19
Auto-by-Tel
Corporation
of the Schedule
TO
1996
Stock
Number
10.25
Description
Amended
Inc
Autobytel
reference
to
SEC
on July 31 2003
1026
10.27
Form
of Outside
herein
November
2004
of
is
the Registration
0.29
S-8
Form
of Employee
which
0.30
is
Stock
31 2004
December
10.31
0.32
2006
by
Form
with
filed
by
SEC
the
the
10.65
Option Plan which
Form
Inducement
Employee
of the 2006 Form S-8
with
is
SEC on
the
of
Stock
2004
SEC
Option
Exhibit 4.8 of
to
2004
333-116930
and
Stock
Plan
Option
and
Stock
Plan which
Option
10-K
Form
on
Year
the
for
is
Ended
000-22239
No
File
which
Agreement
Restricted
by reference
SEC
No
S-8
Report
No
File
herein
16 2006
by reference
File
Restricted
Annual
the
incorporated
June
Form
of the 2004
the Autobytel
to
Exhibit
4.9
is
on
and Option
Stock
SEC
2004
the Autobytel
to
pursuant
SEC
the
Form 8-K
2004
herein
28 2004
June
Restricted
2004
incorporated
is
SEC on
with
filed
8-K
of the November
10.2
Option Plan which
Stock
Form 8-K
on
the Autobytel
to
pursuant
SEC on May 31 2005
the
filed
2004
Exhibit
to
pursuant
to
on Form
of
with
filed
reference
Statement
S-8
Report
Exhibit
to
1999
the Autobytel
to
and Option Plan which
Stock
with
Stock
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reference
by
reference
filed
herein
incorporated
is
on Form S-8
Statement
of the Current
Option Agreement
Option Agreement
by
Option Plan which
Registration
November
Option Agreement
herein
and
Stock
to
pursuant
10.1
000-22239
on Form S-8
Stock
herein
incorporated
Exhibit
to
herein
Restricted
incorporated
Form of
Stock
Statement
Form
Option Agreement
No
File
incorporated
Inc 2004
Autobytel
Stock
SEC
Restricted
Amendment
333-67692
reference
by
Director
Outside
Plan which
10.28
2001
Restated
No
File
Director
incorporated
Form
and
Exhibit 4.7 of Post-Effective
is
4.9 of the Registration
Exhibit
to
333-135076
2006
incorporated
herein
Form
S-8
reference
by
to
Exhibit 4.10
0.33
Letter
by reference
File
10.34
No
Letter
dated
Amended
Letter
0.37
is
by reference
Exhibit
to
Letter
dated
Agreement
March
Amended
and Restated
Ozima which
by
No
2004
Severance
Agreement
herein
SEC
by
Option Agreement
Stock
Option Plan
Exhibit
10.2
of the Current
22239 October 2008

Amendment
No
Quarter
Ended
2009
the
to
2009 which
Form
Form
is
Report
dated
of the
amended
as
2008
Form
Report
dated
by
as
of
10-K
between the Company
of the Current
and Glenn
on Form 8-K
with
filed
the
amended
as
are
by
incorporated
Exhibit
of the Current
10.1
and Curtis
between the Company
September 29 2008
as of
to
by reference
dated
as
of
pursuant
10.82
the
to
Stock
on Form 8-K
Report
Ozima
10.81
filed
with
1998
Stock
amended
between
by Memorandum
Form 10-K
2008
the
Plan
Option
Plan which
the
SEC
and
Acquisition
on
as
of the
and
Company
Wesley
Form 10-K
of the 2008
Option
with
filed
Exhibit
to
November 15 2008
Exhibit
to
Form 8-K
on
and Wesley
Company
the
herein
and the 1999
Inc
Autobytel.com
30 2009
10-Q
10.77
of September 29 2008
10.4
Fuller
2008 and Memorandum
the
1999
October
2008
SEC
and
Employee
herein
incorporated
is
by reference
File
No
000-
8-K
incorporated
June
Exhibit
to
Glenn
and
December
Form 10-K
refeEence
Stock
Quarter
herein
incorporated
the
and Curtis
DeWalt
Company
March
Memorandum
dated
2009 which
and
between
Related
Acquisition
the
is
000-22239
are incorporated
incorporated
is
File
as
Company
as of
Exhibit
to
reference
Form of Employee
May
the
between
2008
Agreement
August
2009 which
of the
herein
SEC
2009
dated
2008
10.79
Severance
incorporated
to
with
filed
000-22239
2007
October
of December
DeWalt
SEC on March
dated
10.41
SEC
by
the
by reference
reference
No
File
as
and Restated
is
herein
Agreement
herein
dated
dated
the
10.39
Severance
2008
Agreement
Amended
between
10 2006
dated
18 2008 Memorandum
incorporated
which
0.38
which
and Curtis DeWalt
Report on Form 8-K
of the Current
are incorporated
and Restated
which
Memorandum
herein
between the Company
October
April
2009 which
SEC on October
0.36
10.2
dated
Agreement
March
Fuller
Exhibit
to
30 2007
000-22239
Memorandum
0.35
October
dated
Agreement
herein
filed
by
with
1999
Employee
reference
the
SEC
to
Exhibit
on
July
10.86
Related
of the Quarterly
24 2009
SEC
File
Stock
Report
No
Option Plan
on Form
000-22239
dated
0-Q
for
Second
Number
10.42
Description
herein
10.43
Amendment
10.45
10.46
incorporated
herein
Amendment
No
incorporated
herein
by
reference
the
to
and Jeffrey
Inc
Autobytel
2000
Inc
2004
to
Restricted
10.89
Inc
2006
Exhibit
10.90
Autobytel
and
Restated
Coats
which
Exhibit
to
and
2009 which
Stock
incorporated
is
Plan
Form
dated
May
10-Q
2009 which
May
dated
dated
effective
by reference
Plan
Option
2009
is
2009 which
May
is
Form 10-Q
2009
dated
Agreement
Quarter
Form 10-Q
Option
Quarter
and
Stock
Option Plan
Quarter 2009
Second
herein
incorporated
Restricted
of the Second
Stock
Inducement
of the
Employment
is
2001
10.88
Second
of the
May
dated
Form 10-Q
2009
and Restated
by reference
Exhibit
to
of April
as
Exhibit
to
10.91
of the
2009
between
Second
Quarter
Inc Amended
effective
reference
between
Quarter
Inc
Autobytel
Current
Report
and
Award Agreement
Option
which
Coats
2001
Restated
2009
April
10.93
Inc 2004
Autobytel
Second
of
as
Exhibit
to
Stock
Option Plan
is
herein
incorporated
dated
effective
by reference
as
Exhibit
to
of
2009
April
of the Second
10.92
Form 10-Q
2009
2009
Stock
and Jeffrey
Autobytel
Autobytel
dated
0.50
the Autobytel
Option Plan
Form 10-Q
Quarter
10.49
to
Stock
Quarter
Inc Amended
herein
by reference
2000
Second
of the
the Autobytel
Amended
Inc
Autobytel
between
10.48
Exhibit 10.87
to
No
2009
the
to
incorporated
is
Amendment
Autobytel
10.47
No
which
Autobytel.com Inc
to
by reference
12009
10.44
No
Amendment
of the
Restricted
Second
and
Stock
2009
Form 10-Q
2010
Equity
on Form 8-K
the
SEC
Award Agreement
Option
which
Coats
Jeffrey
herein
incorporated
is
by
Form 10-Q
which
which
Plan
with
and
Option Plan Stock

Coats
Incentive
filed
2009
and Option Plan Stock
Stock
Autobytel
Quarter
and Jeffrey
Autobytel
Restricted
between
is
Award Agreement
Option
herein
incorporated
is
herein
incorporated
SEC
25 2010
on June
dated
by reference
reference
by
No
File
effective
of the
10.94
Exhibit
to
June
001-34761
of April
as
Exhibit
to
10.2
of
2010
Form
the
8-K
10.51
Form of Employee
which
is
0.52
10.55
No
to
incorporated
No
to
on Form 8-K
Agreement
company
Coghill
SEC
Capital
Exhibit
Voting Agreement
2010
to
to
Autobytel
Annual
Report
and
to
pursuant
10.61
of the
dated
File
No
to
2010
Equity
Inc 2010
Equity
Inc
Equity
Form 10-K
the Autobytel
2010
Form 10-K
which
officers
with
filed
10-K
Inc
Autobytel
2011
and
directors
its
on Form 10-K
Form
Plan
Year Ended
the
Form 10-K
of the 2011
10.60
Exhibit
the
to
pursuant
Exhibit
for
the Autobytel
to
of the 2011
10.59
Incentive
Equity
2011
001-34761
pursuant
Exhibit
Award Agreement
by reference
the
is
incorporated
SEC on March
10
2011
10-K
Employment
CCM
LLC
Artis Capital
by reference
SEC
to
reference
Master
and
between
Agreement
and
Autobytel
effective
Report
as
of
on
Exhibit
001-34761
10.1
dated
January
Form 8-K
filed
November 30 2010
Management L.P and
certain
of the Current
Ltd
Fund
Qualified
Clint Coghill
of the Current
10.1
and
Management Inc
December
the
Autobytel
000-22239
herein
by
Restated
Management
No
incorporated
Form
and
between
to
by reference
between
of
No
File
2010
on Form 10-K
Report
herein
17 2010 which is incorporated
by reference to Exhibit
with the SEC on December
23 2010 SEC File No 001-34761
Capital
by reference
Standstill
Amended
filed
Standstill
File
2010
001-34761
of December
10.63
SEC
Annual
Option Award Agreement
herein
Agreement
of the
Inc
the Autobytel
to
pursuant
10.58
2012
Option
herein
Stock
Employee
effective
as
herein
Stock
is
Exhibit
Exhibit
Stock
incorporated
incorporated
Amendment
herein
10.58
reference
to
SEC on March
Director
Indemnification
File
the
is
Form of
Report
10.57
Plan which
Plan which
SEC
0.56
is
Incentive
by
reference
Performance-Based
Plan which
Form of Management
herein
by
with
filed
Form of Non-Employee
Incentive
0.54
31 2011
Form of 2012
Incentive
10.53
herein
incorporated
December
Stock
of
Report
on
of
the
Islands
Current
exempted
13 2009 which is incorporated

with the SEC on January
15 2009
by and
its
Cayman
Coats
Jeffrey
10.1
between
affiliates
and
Form 8-K
Autobytel
and
Artis
subsidiaries
which
with
SEC
filed
the
is
on
Number
10.59
Description
Convertible
Subordinated
to
Autobytel
of the
10.60
3rd
Warrant
Purchase
to
to
Autobytel
2000000
Shareholders
Revocable
Letter
Agreement
dated
December
reference
l0.63
Amended
Letter
and
2011
l0.65
Severance
l0.67
10.68
Agreement
20 2009
Severance
Stock
dated
reference
by
issued
by
Exhibit 4.5
to
16 2010
September
herein
incorporated
is
by and
by reference
which
is
Autotropois
among Autobytel
William Ferriolo
corporation
of the 2011
Form
issued
by
Exhibit 4.6
to
herein
incorporated
Ian
and
Bentley
by reference
Exhibit
to
Florida
Inc
the
Ian
4.7
Bentley
of
the
of
as
10-K
Agreement
herein
dated
by reference
17 2010
September
12011
December
and Kimberly Boren

as amended
by Memorandum
of December
herein by
2011 which are incorporated
Autobytel
dated
Benefits
incorporated
as
between
Memorandum
dated
by reference
dated
which
May 21 2007
herein
dated
Agreement
is
as
of
Exhibit
to
between
25 2011
February
10.74
of the
and
Autobytel
herein
incorporated
2011
between
Form
to
and
Autobytel
10-K
William Ferriolo
by reference
Lease Agreement
dated
October
as
amended
March
by Amendment
2009 and Amendment No
reference
to
Exhibit
10.70
Amendment
No
as
amended
Exhibit
10.75
of
by
the
15
to
the
Irvine Lease
to
Amended
to
14
2011
Amendment
No
to
and Jeffrey
Amendment
and Curtis
Amendment
and Glenn
Amendment
and Wesley
as
Memorandum
of the 2011
Form
which
is
amended
by Memorandum
dated
dated
of
2011
as
December
10-K
and John Steerman
Autobytel
The Provider
Lease
to
dated
whichis
incorporated
dated
Fund The
Company and Autobytel Irvine

dated
2009 Amendment No 13 to Lease
Colton
February
November 29 2010
which
are incorporated
herein
by
10-K
October
Restated
31 2012
Severance
Benefits
No
to
Amended
dated
Agreement
November 14 2012
between
and
Restated
Employment
Agreement
December
dated
14 2012
between
Coats
Amended
and
Restated
Severance
Agreement
dated
October
19 2012
between
Autobytel
DeWalt
No
to
Amended
and Restated
Severance
Agreement
dated
December
14 2012
between Autobytel
Fuller
No
to
Amended
and
Restated
Severance
Agreement
dated
October
16 2012
between
Autobytel
Ozima
10.75
Amendment
No
to
Severance
Agreement
dated
September
10.76
Amendment
No
to
Severance
Agreement
dated
November
10.77
Amendment
No
Ferriolo
William Ferriolo
Form 10-K
Lease
to
Form
dated
and
12
10.77
between
12009
between
No
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and
and
10-K
and Kimberly Boren
Autobytel
Autobytel
10.79
Exhibit
of the 2011
1997
April
to
between Autobytel
Form
30 2009
September
by reference
10.78
17 2010
of the 2011
10.76
between Autobytel
dated
as of
Exhibit
to
of September
as
Exhibit
to
Memorandum
by reference
No
10.74
2010
Agreement
are incorporated
Amendment
10.73
16 2010
September
3/1/2005
and
as of
herein
10.69
10.72
is
dated
Benefits
Lease
10.71
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Florida
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which
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March
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which
herein
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incorporated
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as
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March
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Agreement
Memorandum
Amount $5000000
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21 2010
Kimberly Boren
l0.64
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Ventures
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to
is
Form l0-Q
2010
Quarter
0.62
Trust
16 2010
September
Form l0-Q
Agreement
Cyber
corporation
dated
Ventures Inc which
Inc and Cyber
Autotropolis
of the 3t Quarter 2010

10.61
Inc and Cyber
Form 10-Q
2010
Quarter
Note
Promissory
Autotropolis
ito Severance
Benefits
Agreement
dated
19 2012 between
2012
November
and
Autobytel
between Autobytel
30 2012
John
and John
between
Autobytel
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Steerman
and
William
Number
Description
10.78
and
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which
incorporated
is
15 2012
on August
79
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Loan
10.80
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by
No
File
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11
reference
2012
Fund
Ltd
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Exhibit
to
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to
IX
between
Agreement
of Autobytel
and
Union
N.A
Bank
dated
Report
Form 8-K
Mercury
and Kevin
Ltd
with
filed
Howe
the
SEC
pursuant
Inc
the Autobytel
to
2010
Equity
dated
26 2013
February
by and
Registered
Public
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23.2
Consent
of Independent
Registered
Public
Accounting
Firm Ernst
24.1
Power
31.1
Chief Executive
Chief Financial
Chief Executive
in
included
the signature
26 2013
and Lead
Relay
with
Commercial
LLC
and
302 Certification
of Periodic
of Periodic
Officer
Chief Financial
Adams LLP
Young LLP
hereto
page
302 Certification
Section
Officer Section
Officer
February
Inc
of Independent
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of
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Consent
of Attorney
as
Agreement
23.1
32.1
on
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Autobytel
Fund
Mercury
the Current
Stock
Autobytel
Note and Security
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1.2
between
by and
001-34761
Performance-Based
Agreement
Assignment
1.1
herein
as of
effective
Plan
Promissory
10.81
dated
Voting Agreement
Section
Report
dated
Report
906
dated
February
February
Certification
28 2013
28 2013
of Periodic
dated
Report
February
28 2013
Filed
herewith
Contract
Management
Certain
Inc
upon
will
schedules
this
Compensatory
Exhibit
furnish supplementally
request
Securities
in
or
provided
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however
Act of 1934
have
copy
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Plan
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or
Arrangement
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any
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accordance
schedule
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UNITED

OF THE SECURITIES EXCHANGE

be submitted and posted pursuant

120 days of our

ANNUAL REPORT ON FORM 10-K

and Issuer Purchases

and Results of Operations

but are not limited

growth are forward-looking

plans goals and

plans believes will

under the laws of the State of Delaware

SEC and The

from greater consumer

Leads from consumers

Leads are internally-generated

from these data

customers the findings

from the data

from one of the few

measured by the conversion

detect the device

more cost effective

more profitable relationships

and per share

the per share

process more in-market

Reverse Stock Split

and the Board of Directors

During 2012 379811

from 12.8 million

2011 The U.S

meet our Dealers unique

the quality of the

the quality of the Vehicle

Our Dealer Customers

of the mobile version

the overall quality

Email Marketing Manager and Lead

from our Company

new and used

gamer higher rates

expand beyond Manufacturers

as measured by the click through

and may also include

the trade-in value

and service offerings

implement the foregoing

Expand our Products and

basis the opportunity

31% and 30% of

models and Lead

from the dealership

on the type of automotive

Other Dealer Products and

offering the vehicle

more effectively by allowing

and Lead Call Email Manager

Dealers timely and

and 2011 respectively

from users of our Company Websites

and other users of our data without

and market analytics