Delaware
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33-0711569
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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The Nasdaq Capital Market
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company☐
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Number
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Description
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2.1‡
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Asset Purchase and Sale Agreement dated as of
December 19, 2016 by and among Company, Car.com, Inc., a Delaware
corporation, and Internet Brands, Inc., a Delaware corporation,
incorporated by reference to Exhibit
2.1 to the Current
Report on Form 8-K filed with the SEC on December 21,
2016 (SEC File No.
001-34761).
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3.1
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Sixth
Restated Certificate of Incorporation of AutoWeb, Inc. (filed with
the Secretary of the State of Delaware on October 9, 2017),
incorporated by reference to Exhibit
3.4 to the Current Report on Form 8-K filed with
the SEC on October 10, 2017 (SEC File No. 001-34761).
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3.2
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Seventh Amended and Restated Bylaws of AutoWeb
dated October 9, 2017, incorporated by reference
to Exhibit
3.5 to the to
the Current Report on Form 8-K filed with the SEC on October 10,
2017 (SEC File No. 001-34761).
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4.1
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Tax Benefit Preservation Plan dated as of May 26,
2010 between Company and Computershare Trust Company, N.A., as
rights agent, together with the following exhibits thereto: Exhibit
A – Form of Right Certificate; and Exhibit B – Summary
of Rights to Purchase Shares of Preferred Stock of Company,
incorporated by reference to Exhibit
4.1 to the Current
Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No.
000-22239), Amendment No. 1 to Tax Benefit Preservation Plan dated
as of April 14, 2014, between Company and Computershare Trust
Company, N.A., as rights agent, incorporated by reference
to Exhibit
4.1 to the Current
Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File
No. 001-34761), Amendment No. 2 to Tax Benefit Preservation Plan
dated as of April 13, 2017, between Company and Computershare Trust
Company, N.A., as rights agent, incorporated by reference
to Exhibit
4.1 to the Current
Report on Form 8-K filed with the SEC on April 14, 2017 (SEC File
No. 001-34761).
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4.2
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Certificate of Adjustment Under Section 11(m) of
the Tax Benefit Preservation Plan, incorporated by reference
to Exhibit
4.3 to the Quarterly
Report on Form 10-Q for the Quarterly Period ended September 30,
2012 filed with the SEC on November 8, 2012 (SEC File No.
001-34761).
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10.1■
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Autobytel.com Inc. 1999 Employee and Acquisition
Related Stock Option Plan, incorporated by reference
to Exhibit
10.1 to the
Registration Statement on Form S-8 filed with the SEC on
November 1, 1999 (SEC File No. 333-90045), as
amended by Amendment No. 1 dated December 5, 2001 to the
Autobytel.com Inc. 1999 Employee and Acquisition Related Stock
Option Plan, and Form of Stock Option Agreement under the
Autobytel.com Inc. 1999 Employee and Acquisition Related Stock
Option Plan, incorporated by reference to
Exhibits (d)(10) and (d)(16),
respectively, to the Schedule TO-I filed with the SEC on December
14, 2001 (SEC File No. 005-58067), and Amendment No. 2 to the Autobytel.com Inc. 1999
Employee and Acquisition Related Stock Option Plan dated May 1,
2009, incorporated by reference to Exhibit 10.86 to the Quarterly Report on Form 10-Q for the
Quarterly Period ended June 30, 2009 filed with the SEC on July 24,
2009 (SEC File No. 000-22239).
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10.2■
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Form of Employee Stock Option Agreement under the
Autobytel.com Inc. 1998 Stock Option Plan and the
Autobytel.com Inc. 1999 Employee and Acquisition Related Stock
Option Plan, incorporated by
reference to Exhibit
10.2 to the Current
Report on Form 8-K filed with the SEC on October 3, 2008 (SEC File
No. 000-22239).
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10.3■
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Autobytel.com Inc. 2000 Stock Option Plan,
incorporated by reference to Exhibit
99.1 to the
Registration Statement on Form S-8 filed with the SEC on June 15,
2000 (SEC File No. 333-39396); as amended by Amendment
No. 1 dated December 5, 2001 to the Autobytel.com Inc. 2000 Stock
Option Plan and Form of Stock Option Agreement under the
Autobytel.com Inc. 2000 Stock Option
Plan, incorporated by reference
to Exhibits (d)(12) and (d)(17),
respectively, to the Schedule TO-I, filed with the SEC on December
14, 2001 (SEC File No. 005-58067); Amendment No. 2 to the
Autobytel.com Inc. 2000 Stock Option Plan, incorporated by
reference to Exhibit
10.46 to the Annual
Report on Form 10-K for the Year Ended December 31, 2001 filed with
the SEC on March 22, 2002 (SEC File No. 000-22239); and
as amended by Amendment No. 3 to the Autobytel.com Inc. 2000 Stock
Option Plan dated May 1, 2009, incorporated by reference
to Exhibit
10.87 to the Quarterly
Report on Form 10-Q for the Quarterly Period ended June 30, 2009
filed with the SEC on July 24, 2009 (SEC File No.
000-22239).
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10.4■
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Autobytel Inc. Amended and Restated 2001
Restricted Stock and Option Plan, incorporated by reference
to Exhibit
4.7 to the
Post-Effective Amendment to Registration Statement on Form S-8
filed with the SEC on July 31, 2003 (SEC File No.
333-67692); as amended by Amendment No. 1 to the
Autobytel Inc. Amended and Restated 2001 Restricted Stock and
Option Plan dated May 1, 2009, incorporated by reference
to Exhibit
10.88 to the Quarterly
Report on Form 10-Q for the Quarterly Period ended June 30, 2009
filed with the SEC on July 24, 2009 (SEC File No.
000-22239); and Form of
Restricted Stock Award Agreement under the Autobytel Inc. Amended
and Restated 2001 Restricted Stock and Option Plan, incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on October 3, 2008 (SEC File
No. 000-22239); Form of Employee Stock Option Agreement under the
Autobytel Inc. Amended and Restated 2001 Restricted Stock and
Option Plan, incorporated by reference to Exhibit
10.8 to the Annual
Report on Form 10-K for the Year Ended December 31, 2014 filed with
the SEC on February 26, 2015 (SEC File No.
001-34761).
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10.5■
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Autobytel Inc. 2004 Restricted Stock and Option
Plan and Form of Employee Stock Option Agreement under the
Autobytel Inc. 2004 Restricted Stock and Option Plan, incorporated
by reference to Exhibits
4.8 and 4.9,
respectively, to the Registration Statement on Form S-8 filed with
the SEC on June 28, 2004 (SEC File
No. 333-116930); as amended by Amendment No. 1 to
the Autobytel Inc. 2004 Restricted Stock and Option Plan dated May
1, 2009, incorporated by reference to Exhibit
10.89 to the Quarterly
Report on Form 10-Q for the Quarterly Period ended June 30, 2009
filed with the SEC on July 24, 2009 (SEC File No.
000-22239); Form of
Outside Director Stock Option Agreement under the Autobytel Inc.
2004 Restricted Stock and Option Plan, incorporated by reference
to Exhibit
10.2 to the Current Report on Form 8-K filed with
the SEC on November 3, 2004 (SEC File No. 000-22239); Form of Stock
Option Agreement under the Autobytel Inc. 2004 Restricted Stock and
Option Plan, incorporated by reference to Exhibit
10.65 to the Annual Report on Form 10-K for the
Year Ended December 31, 2004 filed with the SEC on May 31, 2005
(SEC File No. 000-22239); and Form of Outside Director Stock Option
Agreement and Form of Letter Agreement (amending certain stock option agreements with
Outside Directors) under the 2004 Restricted Stock and
Option Plan, incorporated by reference to Exhibits
10.1 and 10.2 to
the Current Report on Form 8-K filed with the SEC on September 14,
2005 (SEC File No. 000-22239).
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10.6■
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Autobytel Inc. 2006 Inducement Stock Option Plan
and Form of Employee Inducement Stock Option
Agreement, incorporated by reference
to Exhibits
4.9 and 4.10,
respectively, to the Registration Statement on Form S-8 filed
with the SEC on June 16, 2006 (SEC File No.
333-135076); and as amended by Amendment No. 1 to the
Autobytel Inc. 2006 Inducement Stock Option Plan dated May 1, 2009,
incorporated by reference to Exhibit
10.90 to the Quarterly
Report on Form 10-Q for the Quarterly Period ended June 30, 2009
filed with the SEC on July 24, 2009 (SEC File No.
000-22239).
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10.7■
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Autobytel Inc. 2010 Equity Incentive Plan,
incorporated by reference to Exhibit
10.2 to the Current
Report on Form 8-K filed with the SEC on June 25, 2010 (SEC File
No. 001-34761); Form of Employee Stock Option Award Agreement, Form
of 2012 Performance-Based Stock Option Award Agreement, Form of
Non-Employee Director Stock Option Award Agreement and Form of
(Management) Employee Stock Option Award Agreement under the
Autobytel Inc. 2010 Equity Incentive Plan, incorporated by
reference to Exhibits 10.58, 10.59, 10.60 and 10.61,
respectively, to the Annual Report on Form 10-K for the Year Ended
December 31, 2011 filed with the SEC on March 1, 2012 (SEC File No.
001-34761); and Form of 2013 Performance-Based Stock Option Award
Agreement under the Autobytel Inc. 2010 Equity Incentive Plan,
incorporated by reference to Exhibit
10.79 to the Annual
Report on Form 10-K for the Year Ended December 31, 2012 filed with
the SEC on February 28, 2013 (SEC File No.
001-34761).
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10.8■
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AutoWeb, Inc. (formerly Autobytel Inc.) 2014
Equity Incentive Plan, incorporated by reference
to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on June 23, 2014 (SEC File
No. 001-34761); Amended and Restated AutoWeb, Inc. (formerly
Autobytel Inc.) 2014 Equity Incentive Plan (supersedes and replaces
the AutoWeb, Inc. (formerly Autobytel Inc.) 2014 Equity Incentive
Plan filed under Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on June 23, 2014 (SEC File
No. 001-34761), incorporated by reference to Exhibit
10.11 to the Annual
Report on Form 10-K for the Year Ended December 31, 2017 filed with
the SEC on March 15, 2018 (SEC File No. 001-34761); Form of
Non-Employee Director Stock Option Award Agreement under the
Amended and Restated AutoWeb, Inc. (formerly Autobytel Inc.) 2014
Equity Incentive Plan, incorporated by reference to
Exhibit 10.12 on the Annual Report on Form 10-K for the Year
Ended December 31, 2017 filed with the SEC on March 15, 2018 (SEC
File No. 001-34761);Form of Executive Stock Option Award Agreement
under the Amended and Restated AutoWeb, Inc. (formerly Autobytel
Inc.) 2014 Equity Incentive Plan, incorporated by reference
to
Exhibit 10.13 on the Annual Report on Form 10-K for the Year
Ended December 31, 2017 filed with the SEC on March 15, 2018 (SEC
File No. 001-34761);Form of Non-Executive Employee Stock Option
Award Agreement under the Amended and Restated AutoWeb, Inc.
(formerly Autobytel Inc.) 2014 Equity Incentive Plan, incorporated
by reference to
Exhibit 10.14 on the Annual Report on Form 10-K for the Year
Ended December 31, 2017 filed with the SEC on March 15, 2018 (SEC
File No. 001-34761);Form of Subsidiary Employee Stock Option Award
Agreement under the Amended and Restated AutoWeb, Inc. (formerly
Autobytel Inc.) 2014 Equity Incentive Plan, incorporated by
reference to
Exhibit 10.15 on the Annual Report on Form 10-K for the Year
Ended December 31, 2017 filed with the SEC on March 15, 2018 (SEC
File No. 001-34761);Form of Restricted Stock Award Agreement under
the Amended and Restated AutoWeb, Inc. (formerly Autobytel Inc.)
2014 Equity Incentive Plan, incorporated by reference to
Exhibit 10.16 on the Annual Report on Form 10-K for the Year
Ended December 31, 2017 filed with the SEC on March 15, 2018 (SEC
File No. 001-34761).
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10.9■
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AutoWeb, Inc. 2018 Equity Incentive Plan,
incorporated by reference to
Exhibit 10.1 on the Current Report on Form 8-K filed with the
SEC on June 27, 2018 (SEC File No. 001-34761).
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10.10■
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Form of Non-Employee Director Stock Option Award
Agreement (Non-Qualified Stock Option) under the AutoWeb, Inc. 2018
Equity Incentive Plan, incorporated by reference to
Exhibit 10.8 to the Quarterly Report on Form 10-Q for the
Quarterly Period ended June 30, 2018 filed with the SEC on August
2, 2018 (SEC File No. 001-34761).
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10.11■
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Form of Employee Stock Option Award Agreement
(Non-Qualified Stock Option) (Executive) under the AutoWeb, Inc.
2018 Equity Incentive Plan, incorporated by reference to
Exhibit 10.9 on the Quarterly Period ended June 30, 2018 filed
with the SEC on August 2, 2018 (SEC File No.
001-34761).
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10.12■
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Form of Employee Stock Option Award Agreement
(Non-Qualified Stock Option) (Non-Executive) under the AutoWeb,
Inc. 2018 Equity Incentive Plan, incorporated by reference
to
Exhibit 10.10 on the Quarterly Period ended June 30, 2018 filed
with the SEC on August 2, 2018 (SEC File No.
001-34761).
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10.13■
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Form of Restricted Stock Award Agreement under the
AutoWeb, Inc. 2018 Equity Incentive Plan, incorporated by reference
to
Exhibit 10.11 on the Quarterly Period ended June 30, 2018 filed
with the SEC on August 2, 2018 (SEC File No.
001-34761).
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10.14■
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Form of Amended and Restated Indemnification
Agreement between Company and its directors and officers,
incorporated by reference to Exhibit
99.1 to the Current
Report on Form 8-K filed with the SEC on July 22, 2010 (SEC File
No. 001-34761).
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10.15■
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Form of Indemnification Agreement between the
Company and its directors and officers, incorporated by reference
to Exhibit
10.24 to the Annual
Report on Form 10-K for the Year Ended December 31, 2017 filed with
the SEC on March 15, 2018 (SEC File No.
001-34761).
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10.16■
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Employment
Agreement between Jared Rowe and AutoWeb, Inc. dated April 12,
2018, incorporated by reference
to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on April 18, 2018 (SEC File
No. 001-34761).
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10.17■
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Inducement Stock
Option Award Agreement between Jared Rowe and AutoWeb, Inc. dated
April 12, 2018, incorporated by
reference to Exhibit
10.2 to the Current
Report on Form 8-K filed with the SEC on April 18, 2018 (SEC File
No. 001-34761).
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10.18■
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Letter Agreement dated October 10, 2006 between
Company and Glenn Fuller, as amended by Memorandum dated April 18,
2008, Memorandum dated as of December 8, 2008, and Memorandum dated
as of March 1, 2009, incorporated by reference
to Exhibit
10.77 to the Annual
Report on Form 10-K for the Year Ended December 31, 2008 filed with
the SEC on March 13, 2009 (SEC File No. 000-22239); and as amended
by Memorandum dated January 31, 2017, incorporated by reference
to Exhibit
10.13 to the Annual
Report on Form 10-K for the Year Ended December 31, 2016 filed with
the SEC on March 9, 2017 (SEC File No.
001-34761).
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10.19■
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Second Amended and Restated Severance Benefits
Agreement dated as of April 12, 2018 between Company and Glenn
Fuller, incorporated by reference to Exhibit
10.4 to the Quarterly
Report on Form 10-Q filed with the SEC on May 10, 2018 (SEC File
No. 001-34761).
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10.20■*
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Memorandum dated
April 18, 2018 between Company and Glenn Fuller.
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10.21■
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Offer
of Employment between Joseph Hannan and Company dated November 21,
2018, incorporated by reference
to
Exhibit 10.1 to the Current Report on Form 8-K filed with the
SEC on December 17, 2018 (SEC File No.
001-34761).
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10.22■
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Inducement Stock
Option Award Agreement between Joseph Hannan and Company dated
December 17, 2018, incorporated by
reference to
Exhibit 10.2 to the Current Report on Form 8-K filed with the
SEC on December 17, 2018 (SEC File No.
001-34761).
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10.23■
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Severance Benefits
Agreement between Joseph Hannan and Company dated December 17,
2018, incorporated by reference
to
Exhibit 10.3 to the Current Report on Form 8-K filed with the
SEC on December 17, 2018 (SEC File No.
001-34761).
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10.24■
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Offer of Employment between Daniel Ingle and
Company dated November 26, 2018, incorporated by reference
to
Exhibit 10.1 to the Current Report on Form 8-K filed with the
SEC on January 16, 2019 (SEC File No.
001-34761).
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10.25■*
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Inducement
Stock Option Award Agreement dated as of January 16, 2019 between
Daniel Ingle and Company.
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10.26■*
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Severance
Benefits Agreement dated January 16, 2019 between Daniel Ingle and
the Company.
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10.27■
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Offer of Employment dated as of October 2, 2018
between Company and Sara Partin, incorporated by reference
to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
Quarterly Period ended September 30, 2018 filed with the SEC on
November 8, 2018 (SEC File No. 001-34761).
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10.28■
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Inducement Stock Option Award Agreement dated as
of October 22, 2018 between Company and Sara Partin, incorporated
by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the
Quarterly Period ended September 30, 2018 filed with the SEC on
November 8, 2018 (SEC File No. 001-34761).
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10.29■
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Severance Benefits Agreement dated October 22,
2018 between Company and Sara Partin, incorporated by reference
to
Exhibit 10.4 to the Quarterly Report on Form 10-Q for the
Quarterly Period ended September 30, 2018 filed with the SEC on
November 8, 2018 (SEC File No. 001-34761).
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10.30■*
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Offer
of Employment dated as of November 28, 2018 between Company and
Timothy Branham.
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10.31■*
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Inducement
Stock Option Award Agreement dated as of December 17, 2018 between
Company and Timothy Branham.
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10.32■*
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Severance
Benefits Agreement dated December 17, 2018 between Company and
Timothy Branham.
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10.33■
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Letter Agreement dated August 6, 2004 between
Company and Wesley Ozima, as amended by Memorandum dated March 1,
2009, incorporated by reference to Exhibit
10.81 to the Annual
Report on Form 10-K for the Year Ended December 31, 2008 filed with
the SEC on March 13, 2009 (SEC File No. 000-22239); and as amended
by Memorandums dated January 22, 2016 and January 31, 2017,
incorporated by reference to Exhibit
10.16 to the Annual
Report on Form 10-K for the Year Ended December 31, 2016 filed with
the SEC on March 9, 2017 (SEC File No.
001-34761).
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10.34■
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Amended and Restated Severance Agreement dated as
of November 15, 2008 between Company and Wesley Ozima,
incorporated by reference to Exhibit
10.82 to the Annual
Report on Form 10-K for the Year Ended December 31, 2008 filed with
the SEC on March 13, 2009 (SEC File No. 000-22239); and as amended
by Amendment No. 1 dated October 16, 2012, incorporated by
reference to Exhibit
10.74 to the Annual
Report on Form 10-K for the Year Ended December 31, 2012 filed with
the SEC on February 28, 2013 (SEC File No.
001-34761).
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10.35■
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Stock Option Award Agreement under the Autobytel
Inc. 2000 Stock Option Plan, Stock Option Award Agreement under the
Autobytel Inc. Amended and Restated 2001 Restricted Stock and
Option Plan, and Stock Option Award Agreement under the Autobytel
Inc. 2004 Restricted Stock and Option Plan each dated effective as
of April 3, 2009 between Company and Jeffrey H. Coats, incorporated
by reference to Exhibits
10.92, 10.93 and 10.94,
respectively, to the Quarterly Report on Form 10-Q for the
Quarterly Period ended June 30, 2009 filed with the SEC on July 24,
2009 (SEC File No. 000-22239); Employee Stock Option Award
Agreement under the Amended and Restated AutoWeb, Inc. (formerly
Autobytel Inc.) 2014 Equity Incentive Plan and Employee Stock
Option Award Agreement under the Amended and Restated AutoWeb, Inc.
(formerly Autobytel Inc.) 2014 Equity Incentive Plan, each dated as
of January 21, 2016 between Company and Jeffrey H. Coats,
incorporated by reference to Exhibits
10.2 and 10.3,
respectively, to the Current Report on Form 8-K filed with the SEC
January 27, 2016 (SEC File No. 001-34761).
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10.36■
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Second Amended and Restated Employment Agreement
dated as of April 3, 2014 between Company and Jeffrey H. Coats,
incorporated by reference to Exhibit
99.1 to the Current
Report on Form 8-K filed with the SEC on April 8, 2014 (SEC File
No. 001-34761); as amended by Amendment No. 1 dated January 21,
2016, incorporated by reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC January 27, 2016 (SEC File
No. 001-34761); and as amended by Amendment No. 2 dated September
21, 2016, incorporated by reference to Exhibit
10.3 to the Form 8-K
filed with the SEC on September 26, 2016 (SEC File No.
001-34761).
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10.37■*
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Separation and
Release Agreement dated as of April 30, 2018 between Company and
Jeffrey Coats.
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10.38■
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Consulting Services
Agreement between Jeffrey Coats and AutoWeb, Inc. dated April 13,
2018, incorporated by reference
to Exhibit
10.3 to the Current
Report on Form 8-K filed with the SEC on April 18, 2018 (SEC File
No. 001-34761).
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10.39■
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Confidential Separation and Release Agreement
dated as of June 1, 2018 between Company and Kimberly Boren,
incorporated by reference to
Exhibit 10.5 on the Quarterly Period ended June 30, 2018 filed
with the SEC on August 2, 2018 (SEC File No.
001-34761).
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10.40■
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Consulting Services Agreement dated as of June 9,
2018 between Company and Kimberly Boren, incorporated by reference
to
Exhibit 10.6 on the Quarterly Period ended June 30, 2018 filed
with the SEC on August 2, 2018 (SEC File No.
001-34761).
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10.41
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Fourth Amended and Restated Stockholder Agreement
dated as of March 1, 2017, incorporated by reference
to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on March 2, 2017 (SEC File
No. 001-34761).
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10.42
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Loan Agreement dated as of February 26, 2013 by
and between Company and Union Bank, N.A., a national banking
association (“Loan
Agreement”); as amended
by First Amendment dated as of September 10, 2013 to Loan
Agreement; as amended by Second Amendment dated as of January 13,
2014 to Loan Agreement, Security Agreement dated January 13, 2014,
Commercial Promissory Note dated January 13, 2014 ($9,000,000 Term
Loan), and Commercial Promissory Note dated January 13, 2014
($8,000,000 Revolving Loan), incorporated by reference
to Exhibit
10.4 to the Current
Report on Form 8-K filed with the SEC on January 14, 2014 (SEC File
No. 001-34761); as amended by Third Amendment dated as of May 20,
2015 to Loan Agreement, Commercial Promissory Note dated May 20,
2015 ($15,000,000 Term Loan), and Commercial Promissory Note dated
May 20, 2015 ($8,000,000 Revolving Loan), incorporated by reference
to Exhibits
10.1, 10.2 and 10.3 to
the Current Report on Form 8-K filed with the SEC on May 27, 2015
(SEC File No. 001-34761); as amended by Fourth Amendment dated as
of June 1, 2016 to Loan Agreement, incorporated by reference
to Exhibit
10.5 to
the Quarterly Report on Form 10-Q for the Quarterly
Period ended June 30, 2016 filed with the SEC on August 4, 2016
(SEC File No. 001-34761); as amended
by Fifth Amendment dated as of June 28, 2017 to Loan Agreement and
Commercial Promissory Note dated on June 28, 2017 ($8,000,000
Revolving Loan), incorporated by reference to Exhibits
10.2 and 10.3 to
the Current Report on Form 8-K filed with the SEC on June 29, 2017
(SEC File No. 001-34761); and as amended by Sixth Amendment dated
as of December 27, 2017 to Loan Agreement, incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on December 27, 2017 (SEC
File No. 001-34761).
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10.43
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Lease Agreement dated April 3, 1997 between The
Provider Fund Partners, The Colton Company (n/k/a: GFE MacArthur
Investments, LLC, as successor-in-interest to The Provider Fund
Partners, The Colton Company) and the Company
(“Irvine Lease”), as amended by Amendment No. 12 dated
February 6, 2009 to Irvine Lease, Amendment No. 13 dated February
6, 2009 to Irvine Lease, and Amendment No. 14 to Irvine Lease dated
November 9, 2010, incorporated by reference to Exhibit
10.79 to the Annual
Report on Form 10-K for the Year Ended December 31, 2011 filed with
the SEC on March 1, 2012 (SEC File No. 001-34761); as amended by
Amendment No. 15 dated October 31, 2012 to Irvine Lease,
incorporated by reference to Exhibit
10.69 to the Annual
Report on Form 10-K for the Year Ended December 31, 2012 filed with
the SEC on February 28, 2013 (SEC File No. 001-34761);as amended by
Amendment No. 16 to Irvine Lease dated August 7, 2015, incorporated
by reference to Exhibit
10.32 to the Annual
Report on Form 10-K filed with the SEC on March 10, 2016 (SEC File
No. 001-34761); and as amended by Amendment No. 17 dated April 14,
2017 to the Irvine Lease dated April 3, 1997 between GFE MacArthur
Investments, LLC, successor-in-interest to TFP Partners, and the
Company, incorporated by reference to Exhibit
10.3 to the Quarterly
Report on Form 10-Q filed with the SEC on May 4, 2017 (SEC File No.
001-34761).
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10.44
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Lease Agreement dated December 9, 2015 between
Rivergate Tower Owner, LLC and the Company, as amended by Amendment
No. 1 dated November 21, 2016, incorporated by reference to
Exhibit 10.35 to the Annual Report on Form 10-K filed with the
SEC on March 9, 2017 (SEC File No. 001-34761).
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10.45
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Contract for Lease
and Deposit dated June 1, 2016 between AW GUA, Limitada, and
Mertech, Sociedad Anonima, for office No. 1101, incorporated by
reference to
Exhibit 10.33 to Annual
Report on Form 10-K filed with the SEC on March 9, 2017 (SEC File
No. 001-34761).
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10.46
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Contract for Lease
and Deposit dated June 1, 2016 between AW GUA, Limitada, and
Mertech, Sociedad Anonima, for office No. 1102, incorporated by
reference to
Exhibit 10.34 to Annual
Report on Form 10-K filed with the SEC on March 9, 2017 (SEC File
No. 001-34761).
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10.47‡
|
Master License and Services Agreement as of
October 5, 2017 by and between AutoWeb and DealerX Partners, LLC,
incorporated by reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on October 11, 2017 (SEC File
No. 001-34761).
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10.48‡
|
Stockholder Agreement dated as of October 5, 2017
by and between AutoWeb, DealerX Partners, LLC and Jeffrey Tognetti,
incorporated by reference to Exhibit
10.2 to the Current
Report on Form 8-K filed with the SEC on October 11, 2017 (SEC File
No. 001-34761).
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|
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10.49
|
Tax Benefit Preservation Plan Exemption Agreement
and Irrevocable Proxy dated November 15, 2017 by and between
AutoWeb, Piton Capital Partners LLC, a Delaware limited liability
company (“Piton
Capital”), and Piton
Capital’s managing members, incorporated by reference
to Exhibits
10.1 and 10.2,
respectively, to the Current Report on Form 8-K filed with the SEC
on November 17, 2017 (SEC File No. 001-34761).
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10.50
|
Tax Benefit Preservation Plan Exemption Agreement
and Irrevocable Proxies, effective as of November 30, 2018, by and
between AutoWeb, Inc. and Daniel M. Negari, The 1 8 999 Trust, a
trust organized under the laws of Nevada, Michael R. Ambrose, and
The Insight Trust, a trust organized under the laws of Nevada,
incorporated by reference to Exhibits
10.1,
10.2,
10.3,
10.4 and
10.5, respectively, to the Current Report on Form 8-K
filed with the SEC on November 30, 2018 (SEC File No.
001-34761).
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|
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10.51‡
|
Transitional
License and Linking Agreement, made as of January 1, 2017, by and
among Internet Brands, Inc., a Delaware corporation, Car.com, Inc.,
a Delaware corporation, and the Company, incorporated by reference
to Exhibit
10.1 to the Current Report on Form 8-K filed with the SEC on
January 6, 2017 (SEC File No. 001-34761).
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|
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10.52
|
Convertible Subordinated Promissory Note dated as
of January 13, 2014 (Principal Amount $1,000,000.00) issued by
Company to AutoNationDirect.com, Inc., a Delaware corporation,
incorporated by reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on January 14, 2014 (SEC File
No. 001-34761).
|
10.53
|
Warrant to Purchase 69,930 Shares of Company
Common Stock dated as of January 13, 2014 issued by Company to
AutoNationDirect.com, Inc., a Delaware corporation, incorporated by
reference to Exhibit
10.2 to the Current
Report on Form 8-K filed with the SEC on January 14, 2014 (SEC File
No. 001-34761).
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10.54
|
Form of Warrant to Purchase Common Stock (on an
as-converted basis following the conversion of Series B Junior
Preferred Stock) dated as of October 1, 2015 issued by the Company
to the persons listed on Schedule A thereto, which is incorporated
herein by reference to Exhibit
10.1 to the Current
Report on Form 8-K filed with the SEC on October 6, 2015 (SEC File
No. 001-34761).
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21.1*
|
Subsidiaries
of AutoWeb, Inc.
|
|
|
23.1*
|
Consent
of Independent Registered Public Accounting Firm, Moss Adams
LLP.
|
|
|
24.1*
|
Power
of Attorney (included in the signature page hereto).
|
|
|
31.1*
|
Chief Executive
Officer Section 302 Certification of Periodic Report dated March 7,
2019.
|
|
|
31.2*
|
Chief Financial
Officer Section 302 Certification of Periodic Report dated March 7,
2019.
|
|
|
31.3**
|
Chief
Executive Officer Section 302 Certification of Periodic Report
dated March 11, 2019.
|
|
|
31.4**
|
Chief
Financial Officer Section 302 Certification of Periodic Report
dated March 11, 2019.
|
|
|
32.1*
|
Chief Executive
Officer and Chief Financial Officer Section 906 Certification of
Periodic Report dated March 7,
2019.
|
|
|
32.2**
|
Chief
Executive Officer and Chief Financial Officer Section 906
Certification of Periodic Report dated March 11, 2019.
|
|
|
101.INS††
|
XBRL
Instance Document
|
|
|
101.SCH††
|
XBRL
Taxonomy Extension Schema Document
|
|
|
101.CAL††
|
XBRL
Taxonomy Calculation Linkbase Document
|
|
|
101.DEF††
|
XBRL
Taxonomy Extension Definition Document
|
|
|
101.LAB††
|
XBRL
Taxonomy Label Linkbase Document
|
|
|
101.PRE††
|
XBRL
Taxonomy Presentation Linkbase Document
|
|
|
|
AutoWeb, Inc.
|
Date: March 11,
2019
|
By: /s/ Jared R. Rowe
Jared R. Rowe
Chief Executive
Officer
|
Date: March 11,
2019
|
By: /s/ Jared R.
Rowe
Jared R.
Rowe
Chief Executive
Officer
|
Date: March 11, 2019
|
By: /s/ Joseph P.
Hannan
Joseph P.
Hannan
Chief Financial
Officer
|
Date: March 11,
2019
|
By: /s/ Jared R.
Rowe
Jared R. Rowe
Chief Executive
Officer
|
Date: March 11,
2019
|
By: /s/ Joseph P.
Hannan
Joseph P.
Hannan
Chief Financial
Officer
|