UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2) *

Autobytel Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05275N205

(CUSIP Number)

William Ferriolo

14733 Waterchase Blvd.

Tampa, Florida 33626

727-638-4312

and:

Ian Bentley

1325 Snell Isle Blvd. NE 301

St. Petersburg, Florida 33704

813-765-7625

and a copy to:

Diana L. Hayes, Esq.

Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.

2700 Bank of America Plaza

Tampa, Florida 33602

813-227-7433

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 27, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

Introduction.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D filed on July 29, 2013, as amended by an Amendment No. 1 to Schedule 13D filed on August 12, 2013 (as amended, the “Schedule 13D”) by the Reporting Persons, relating to their beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”) of Autobytel Inc., a Delaware corporation (the “Issuer”). Except as expressly amended or supplemented in this Amendment No. 2, all other information is the Schedule 13D is as set forth therein. Only the Items amended and restated are set forth herein. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D.

This Amendment No. 2 (i) reflects the disposition of Common Stock by the Reporting Persons due to the sale of the Warrant (as defined below) and the Note (as defined below) as described in Item 3 below, (ii) reflects the increase in beneficial ownership of Common Stock by some of the Reporting Persons due to additional vesting of certain previously outstanding options and the grant of restricted stock; and (iii) amends and restates Items 3, 5 and 6 of the Schedule 13D.

As a result of the disposition reported herein, all of the Reporting Persons have ceased to beneficially own more than 5% of the shares of Common Stock of the Issuer. Accordingly, this Amendment No. 2 is an exit filing for the Reporting Persons.

Pursuant to an Asset Purchase Agreement, dated as of September 16, 2010 (the “Purchase Agreement”), by and between the Reporting Persons, Issuer, and Autobytel Acquisition Subsidiary, Inc., each of Atrop and IBBF sold substantially all of its assets (the “Asset Sale”) to Issuer in exchange for (i) cash, (ii) a warrant to purchase 2,000,000 shares of Common Stock of the Issuer at an exercise price of $0.93 per share (the “Warrant”) issued jointly to Atrop and IBBF (subsequently adjusted as described below), and (iii) a promissory note in the original principal amount of $5,000,000 payable to Atrop and IBBF (the “Note”), which became convertible on or after September 30, 2013, into up to 1,075,268 shares of Common Stock (the “Note Shares”). Following the Issuer’s reverse stock split on July 11, 2012, as described in the Issuer’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on July 12, 2012, the Warrant was adjusted to 400,000 shares of Common Stock at an exercise price of $4.65 per share (the “Warrant Shares”). The Warrant became exercisable in full on September 16, 2013.

The foregoing description of the Purchase Agreement, Warrant, Note and the transactions effected thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, Warrant and Note, which are attached as Exhibits to the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2010, and which by this reference are incorporated herein.

Pursuant to a Note and Warrant Sale Agreement dated April 27, 2015, the Reporting Persons have sold all of their interests in the Note and Warrant to Auto Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands, for an aggregate purchase price of $12,915,180 in a private sale. The foregoing description in this Amendment No. 2 of the Note and Warrant Sale Agreement is qualified in its entirety by reference to the full text of such document, which is an exhibit to this Amendment No. 2.

Mr. Bentley, for his service as an employee of Issuer, has also received certain options to purchase shares of Common Stock, 68,058 of which (the “Bentley Options”) are currently exercisable, or will be exercisable within 60 days of the date hereof. Of the Bentley Options, 50,000 of such options have an exercise price of $4.20 per share; 3,686 have an exercise price of $4.80 per share; 1,000 have an exercise price of $3.80 per share; 8,835 have an exercise price of $3.90 per share; 3,692 have an exercise price of $4.00 per share; and 845 have an exercise price of $17.64 per share.

Mr. Ferriolo, for his service as an employee of the Issuer, has also received certain options to purchase shares of Common Stock, 94,873 of which (the “Ferriolo Options”) are currently exercisable, or will be exercisable within 60 days of the date hereof. Of such Ferriolo Options, 50,000 of such options have an exercise price of $4.20 per share; 6,134 have an exercise price of $4.80 per share; 10,000 have an exercise price of $3.80 per share; 15,425 have an exercise price of $3.90 per share; 6,446 have an exercise price of $4.00 per share; 4,183 have an exercise price of $17.64 per share; and

2,685 have an exercise price of $14.32 per share. Mr. Ferriolo, for his service as an employee of the Issuer, has also received 125,000 shares of restricted Common Stock of the Issuer (the “Restricted Shares”). The Restricted Shares are subject to vesting requirements and cannot be transferred prior to vesting; however, Mr. Ferriolo has the power to vote the Restricted Shares. 25,000 of the Restricted Shares will vest one-third on each anniversary of April 23, 2015, 50,000 of the Restricted Shares will vest upon the weighted average closing price for the Issuer’s Common Stock remaining at $30 per share for 30 consecutive trading days, and 50,000 of the Restricted Shares will vest upon the weighted average closing price for the Issuer’s Common Stock remaining at $45 per share for 30 consecutive trading days. Mr. Ferriolo has also purchased 25,765 shares of Common Stock (the “Brokerage Shares”) through a brokerage account, using personal funds.

(a), (b) The percentages used herein are calculated based upon the 8,880,377 shares of Common Stock reported by the Issuer to be outstanding on February 23, 2015 in its Annual Report on Form 10-K filed with the SEC on February 26, 2015. For the purposes of calculating the percentage of outstanding Common Stock beneficially owned by the Reporting Persons as described in this Schedule 13D, such outstanding shares are increased by the 94,873 Ferriolo Options for Mr. Ferriolo, and by the 68,058 Bentley Options for Mr. Bentley, which shares of Common Stock are deemed to be outstanding for these calculation purposes. This brings the total outstanding shares of Common Stock to 8,948,435 shares for Mr. Bentley, and 8,975,250 shares for Mr. Ferriolo. The calculations in this Item 5 have been made in accordance with Rule 13d-3(d)(1) under the Exchange Act.

Mr. Ferriolo is the owner of, and has the sole power to vote and dispose of, the Ferriolo Options upon conversion, the Brokerage Shares, and the Restricted Shares (subject to restrictions noted above). Mr. Ferriolo may be deemed to be the beneficial owner of shares constituting approximately 2.74% of the outstanding shares of Common Stock.

Mr. Bentley is the owner of, and has the sole power to vote and dispose of, the Bentley Options upon conversion. Mr. Bentley may be deemed to be the beneficial owner of shares constituting approximately 0.76% of the outstanding shares of Common Stock.

(c) As stated above in Item 3, which description is incorporated herein by this reference, the Reporting Persons sold all of their interests in the Note and Warrant on April 27, 2015, pursuant to a Note and Warrant Sale Agreement.

(d) Not applicable.

(e) On April 27, 2015, all of the Reporting Persons ceased to beneficially own more than 5% of the Common Stock.

The responses to Item 2, Item 3 and Item 5 are incorporated herein by this reference.

Solely with respect to the Warrant Shares, the Note Shares and the Brokerage Shares, the Reporting Persons were previously granted exemptions from being deemed “Acquiring Persons” pursuant to the Issuer’s Tax Benefit Preservation Plan dated May 26, 2010, as amended (the “Tax Benefit Preservation Plan”), which is triggered when any person acquires beneficial ownership of 4.90% or more of the Common Stock of the Issuer. The rights pursuant to the Tax Benefit Preservation Plan were adjusted pursuant to a Certificate of Adjustment under Section 11(m) of the Tax Benefit Preservation Plan dated July 12, 2012 (the “Certificate of Adjustment”). To the extent the Tax Benefit Preservation Plan is applicable, any further acquisitions of beneficial ownership by the Reporting Persons may be subject to the terms of the Tax Benefit Preservation Plan, as adjusted, unless such transactions are exempt under the Tax Benefit Preservation Plan or as determined by the Board of Directors of the Issuer. The foregoing descriptions of the Tax Benefit Preservation Plan and Certificate of Adjustment do not purport to be complete, and are subject to, and qualified in their entirety by reference to, the full text of the Tax Benefit Preservation Plan, which is attached as an exhibit to the Issuer’s Current Report on Form 8-K, filed with the SEC on June 2, 2010, the full text of Amendment No. 1 to the Tax Benefit Preservation Plan, which is attached as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on April 16, 2014, and the full text of the Certificate of Adjustment, which is attached as an exhibit to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2012.

As stated above, the Reporting Persons sold all of their interests in the Note and Warrant on April 27, 2015, pursuant to a Note and Warrant Sale Agreement.

Except as set forth in response to those Items of this Schedule 13D and the agreements which are set forth as exhibits hereto, and incorporated herein by this reference, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such Reporting Persons and any person with respect to any securities of the Issuer, including transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 1.

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees to file jointly the Schedule 13D to which this joint filing agreement is attached, and any amendments to the Schedule 13D (collectively, as so amended, the “Schedule 13D”) with respect to the Common Stock of Autobytel Inc. which may be deemed necessary, pursuant to the Exchange Act.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this joint filing agreement shall be attached as an exhibit to the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Dated: July 26, 2013

Exhibit 2

Execution Version

NOTE AND WARRANT SALE AGREEMENT

THIS NOTE AND WARRANT SALE AGREEMENT (the “Agreement”) entered into as of the 27^th day of April, 2015, by and among Atrop, Inc., a Florida corporation (“Atrop”), IBBF Ventures, Inc., a Florida corporation (“IBBF”), William Ferriolo (“Ferriolo”), Ian Bentley and the Ian Bentley Revocable Trust created U/AID 3/1/2005 (collectively, “Bentley”), on the one hand; and Auto Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands and having its principal offices at Diagonal 6, 12-42 zona 10, Edificio Design Center, Torre II, Of. 1103, Guatemala City, Guatemala 01010 (the “Purchaser”), on the other hand; and Autobytel Inc., a Delaware corporation having its offices at 18872 MacArthur Blvd., Suite 200, Irvine, CA 92612-1400 (the “Company”). Atrop and IBBF are collectively referred to herein as “Sellers” and sometimes each individually as a “Seller;” Ferriolo and Bentley are collectively referred to herein as “Shareholders” and sometimes each individually as a “Shareholder.” Atrop, IBBF, Ferriolo, and Bentley are collectively referred to herein as the “Selling Group” and sometimes each individually as a “Member of the Selling Group.” The Sellers, Shareholders, the Purchaser and the Company are referred to herein collectively as the “Parties” and sometimes each individually as a “Party.”

WHEREAS, upon the terms and conditions hereof, the Purchaser desires to purchase, and the Sellers desires to sell to the Purchaser, (i) a convertible subordinated promissory note of the Company with a stated principal amount of Five Million Dollars (US$5,000,000) and dated September 16, 2010 (the “Note”), which Note is in the form attached hereto as Exhibit A, and (ii) a warrant to purchase 400,000 shares of common stock, par value $0.001, of the Company at a purchase price of Four Dollars and Sixty-Five Cents (US$4.65) per share and dated September 16, 2010 (the “Warrant”), which Warrant is in the form attached hereto as Exhibit B. The Note and the Warrant are collectively referred to herein as the “Purchased Securities.” The shares of common stock to be issued upon the conversion or exercise of the Note and Warrant are referred to herein as the “Shares.” As a point of clarification, the original Warrant initially provided for the purchase of 2,000,000 shares of the Company’s common stock at a purchase price of $0.93 per share; however, the current maximum number of shares and purchase price applicable to the Warrant reflect a 1-for-5 reverse stock split effected by the Company as of the close of trading on July 11, 2012. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchased Securities.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Parties hereby agree as follows:

SECTION 1

SALE OF THE NOTE AND WARRANT

1.1 Sale of the Note and Warrant. Subject to the terms and conditions hereof, Sellers will sell and deliver to the Purchaser and the Purchaser will purchase from Sellers, upon the execution and delivery hereof, both of the Purchased Securities for an aggregate of: Twelve Million Eight Hundred Ninety Two Thousand Six Hundred Eighty Dollars

(US$12,892,680), increased by Twenty Two Thousand Five Hundred Dollars ($22,500.00) (such value corresponding to the stub accrual of interest under the Note since the last date on which interest accrued under the Note, which interest the Company and the Selling Group acknowledge will be paid to the Purchaser) (the aggregate of the foregoing values being the “Purchase Price”). Sellers represent and warrant that they are the sole owners of the Purchased Securities, free and clear of all claims, liens or encumbrances of any nature. Sellers acknowledge that, if the Closing occurs, the last payment of interest they will receive in respect of the Note shall be interest accruing for the first calendar quarter of 2015 and that all other rights to receive interest under the Note will be assigned along with the Note to the Purchaser at Closing. For the avoidance of doubt, the Selling Group and the Purchaser agree that no right to interest under the Note accruing during or prior to the first calendar quarter of 2015 will be assigned to the Purchaser at Closing, and such rights to interest shall remain with the Sellers.

SECTION 2

CLOSING DATE; DELIVERY

2.1 Closing Date. The closing of the purchase and sale of the Purchased Securities hereunder (the “Closing”) shall be held within two (2) business days of the execution of this Agreement, or as otherwise may be agreed by the Parties, at the offices of Sellers’ attorneys, Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.

2.2 Delivery at Closing. At the Closing, (a) Sellers will deliver to the Purchaser the originally-executed, or replacement (in the case the Company has at that time issued replacements thereof, and if not, as soon as is practicable when received from the Company, a replacement), Note and Warrant in Sellers’ name to be transferred and assigned by Sellers hereunder, duly endorsed in blank or accompanied by a bill of sale in a form reasonably acceptable to the Purchaser, and certificates of the secretaries of each of Atrop and IBBF certifying as to the resolutions of the Board of Directors and, if required, the shareholders of Atrop and IBBF duly authorizing the transactions contemplated by this Agreement; and (b) Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to such account(s) as are designated by Sellers in equal amounts. The Selling Group and the Purchaser agree that, exclusive of the amount attributable to unpaid interest on the Note as set forth above, all of which shall be allocated to the Note, for all tax purposes, 16.598566% of the Purchase Price shall be deemed paid for the Warrant and the remainder shall be deemed paid for the Note.

SECTION 3

REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 The Members of the Selling Group hereby represent and warrant to Purchaser and Company that: (a) they have no claims against the Company pursuant to either the Note or the Warrant for any amounts outstanding or any default thereunder; (b) the Sellers are not in default of the Note or Warrant; and (c) the Members of the Selling Group are not aware of any default by the Company or any events which they should reasonably expect to give rise to an event of default by the Company pursuant to either the Note or the Warrant.

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3.2 The Members of the Selling Group agree, for the benefit of the Purchaser only and not for the benefit of the Company, and without discharging or abating any obligation of the Company under the Note or Warrant, not to convert any portion of the Note or to exercise any portion of the Warrant prior to Closing, unless this Agreement is duly terminated without the Closing occurring.

3.3 Each Member of the Selling Group hereby represents and warrants to Purchaser and Company that:

3

4

3.4 The Purchaser hereby represents and warrants to the Selling Group and Company as of the date hereof that:

5

6

3.5 The Company hereby represents and warrants to the Selling Group and Purchaser as of the date hereof that:

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3.6 The Selling Group represents and warrants to Purchaser and Company that, upon the transfer of the Purchased Securities to the Purchaser at the Closing, the Purchaser will acquire good and valid title to such Purchased Securities, free and clear of all claims, liens, security interests, pledges, charges, encumbrances (other than any created by the Purchaser or arising under applicable law to which the Purchaser is subject).

3.7 Subject to Purchaser entering into a Stockholder Agreement with the Company concurrently with the Closing, the Company, on behalf of its assignees, successors and affiliates, hereby consents to the transfers and assignments of the Warrant and Note to Purchaser as contemplated hereby, and hereby waives any requirement to obtain the prior written consent of or provide any notice which has not been provided to the Company, or comply with any other requirements which have not been met as of the date hereof, pursuant to the terms of the Note, the Warrant or any other agreement or document, including, but not limited to, that certain Shareholders Agreement dated September 16, 2010 by and among the Company and the Sellers.

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SECTION 4

INDEMNIFICATION

4.1 All of the representations and warranties of the Selling Group in this Agreement and any certificate or other instrument delivered pursuant to this Agreement shall survive the Closing only for a period of twenty-four (24) months following the Closing. If, at any time prior to the applicable expiration date for any representation and warranty hereunder, any Indemnitee (as defined in Section 4.2 below) delivers to the Sellers a written notice asserting a claim for recovery under Section 4.2 hereof, reasonably describing the grounds for and nature of such claim, then the claim asserted in such notice shall survive the expiration date until such time as such claim is fully and finally resolved. The waiver of any condition based on the accuracy of any representation or warranty, or the performance or compliance of any covenant or obligation, will not affect the right to indemnification set forth in this Section 4 or the right to any other remedy. After the expiration of a representation of a warranty as contemplated above, no claim may be brought by an Indemnitee on account of such representation or warranty.

4.2 Subject to the limitations set forth herein, each Member of the Selling Group, jointly and severally, shall defend and indemnify the Purchaser and the Company (including any entity or person that controls, is controlled by or is under common control with, the Purchaser or the Company (each such entity or person, an “Affiliate”)), and their respective directors, officers, direct and indirect equity holders, successors and assigns (collectively, the “Indemnitees”), against and hold each of them harmless from any and all losses, liabilities taxes, claims, suits, proceedings, demands, royalties, judgments, damages, fines, expenses and costs, including all interest, penalties, reasonable counsel fees, reasonable costs and reasonable expenses incurred in the investigation, defense or settlement of any claims covered by this indemnity, but excluding special, indirect or consequential damages (collectively, “Damages”), which any such Indemnitee suffers or incurs by reason of, arising from or relating to:

The Indemnitees’ right to indemnification under this Section 4 shall not be affected by any investigation (including any intellectual property investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of being

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acquired) by, the Purchaser or the Company at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations.

4.3 Notwithstanding anything to the contrary set forth in this Agreement, the aggregate Damages subject to indemnification by the Selling Group pursuant to Section 4.2 shall not exceed 25% of the Purchase Price, except to the extent such Damages are due to: (i) breaches of any of the representations and warranties referred to in any of subsections (a) through (f) of Section 3.3 hereof, (ii) any liability of any Member of the Selling Group relating to any period prior to the Closing, or (iii) fraud or intentional misrepresentation; provided, that in addition to the limitation set forth above, the aggregate liability of each Shareholder for any and all Damages arising under items (i) and (ii) above shall not exceed 50% of the Purchase Price.

4.4 Except as provided for in the next sentence, the Indemnitees’ right to indemnification as provided for in this Section 4 shall be the sole and exclusive remedy of any Indemnitee under this Agreement. However, nothing contained in this Agreement shall (i) limit any Indemnitee’s right to seek and obtain any equitable relief (such as specific performance, but excluding for the avoidance of doubt: (1) remedies involving payment of money or value, or (2) the remedy of rescission or like remedies) to which any such Indemnitee may be entitled or (ii) limit any Indemnitee’s remedies with respect to matters unrelated to this Agreement. The parties hereto agree and acknowledge that notwithstanding anything contained herein, the Purchaser’s recourse against the Selling Group for any breach of or failure by the Selling Group to perform or otherwise fulfill or comply with any covenant, undertaking, agreement or obligation under any other agreement (other than this Agreement) shall be unlimited by this Agreement.

4.5 To the extent Damages are covered by any applicable insurance, an Indemnitee will use commercially reasonable efforts to collect upon such insurance, and the amount of Damages shall be deemed reduced by any insurance proceeds actually paid, net of any reasonable expenses incurred in their collection; provided, however, that the obligations in respect of the Indemnitees shall not be conditioned upon the prior taking of action by or collection of collectable amounts by such Indemnitees in respect of applicable insurance. In the event that Indemnitees, subsequent to one or more members of the Selling Group having already paid value to the Indemnitees in the respect of applicable Damages, receives value in respect of the same Damages from an applicable insurer, then, to the extent the Indemnitees’ recovery against the insurer is duplicative with the amounts received from the members of the Selling Group for such Damages, the amount of the duplicative recovery shall be promptly remitted to the applicable members of the Selling Group.

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SECTION 5

MISCELLANEOUS

5.1 Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply. Each Party hereto irrevocably submits and consents to the exclusive jurisdiction of any state court or federal court sitting in Hillsborough County, Florida over any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. The Parties agree that U.S. securities laws shall apply to the transactions contemplated by this Agreement in lieu of the securities laws of any other country that might apply.

5.2 Survival. Except as provided in Section 4, the terms, conditions, representations, warranties, and agreements made herein shall survive the Closing, subject to the terms hereof.

5.3 Assignment. This Agreement may not be assigned by any Party hereto except pursuant to a will or the laws of descent and distribution. The rights of the Sellers under this Agreement may also be assigned to the Shareholders or their heirs or beneficiaries in the event of a liquidation of either or both Sellers, without any consent required. The rights of the Purchaser under this Agreement may also be assigned to any shareholder, partner, general partner, member or affiliate of the Purchaser, without any consent required.

5.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the Parties hereto.

5.5 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.6 Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered by facsimile, receipt confirmed, (ii) on the following business day, if delivered by a reputable nationwide overnight courier service guaranteeing next business day delivery; provided that, notices and other communications sent from or delivered outside of the United States of America shall be sent by a reputable international express courier service and shall be deemed to have been duly given upon delivery to the recipient, and

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(iii) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid; provided that, notices and other communications sent from or delivered outside of the United States of America by certified or registered mail, return receipt requested, postage prepaid shall be deemed to have been duly given upon delivery to the recipient, in each case, to the party to whom it is directed at the following address (or at such other address as any party hereto shall hereafter specify by notice in writing to the other parties hereto):

If to any Member of the Selling Group, to:

William Ferriolo

14733 Waterchase Blvd.

Tampa, FL 33626

Fax: 813-434-2424

Ian Bentley

1325 Snell Isle Blvd NE

Unit 301

St Petersburg, FL 33704

Fax: c/o Trenam Kemker 813-229-6553

with a copy to (which shall not constitute notice):

Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A.

PO Box 1102

Tampa, FL 33601-1102

Attn: Carl Berry, Esq.

813-227-0451

If to the Purchaser, to:

Auto Holdings Ltd.

Diagonal 6, 12-42 zona 10

Edificio Design Center, Torre II, Of. 1103

Guatemala City, Guatemala 01010

Attn: José Vargas

Fax: +502 2261-8883

with a copy to (which shall not constitute notice):

TangoLaw LLC

Attn: Douglas Choi, Esq.

doug@tangolaw.com

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If to the Company, to:

Autobytel Inc.

18872 MacArthur Blvd., Suite 200

Irvine, CA 92612-1400

Attn: Glenn Fuller, Executive VP, Chief Legal and Administrative Officer and Secretary

Fax: 949-862-1323

5.7 Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire and full understanding and agreement by and among the Parties with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by all the Parties hereto.

5.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall constitute one instrument. Any such counterpart may be delivered by facsimile or electronic mail and any signature so delivered shall be deemed original.

5.9 Amendment. This Agreement may only be amended by a written instrument signed by all Parties hereto or their successor or assigns.

5.10 Construction. This Agreement has been negotiated at arm’s length among the parties, having an ample opportunity to negotiate the form and substance hereof, and therefore in construing the provisions of this Agreement the parties shall be deemed to have had equal roles in drafting.

5.11 Litigation. In the event of any litigation among the parties concerning or arising under this Agreement, the losing party or parties shall reimburse the prevailing party or parties for such prevailing party’s reasonable costs and expenses, including attorneys’ fees, incurred in trial, appellate, bankruptcy and post-judgment proceedings.

5.12 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned Parties hereto have duly executed this Note and Warrant Sale Agreement as of the day and year first above written.

[Signature Page]

SPOUSAL CONSENT

The undersigned, being the spouse of William Ferriolo, a shareholder of Atrop, Inc. and IBBF Ventures, Inc., each a corporation organized and existing under the laws of the State of Florida (collectively, the ‘‘Sellers”), and parties to that certain Note and Warrant Sale Agreement dated as of April 27, 2015 (“Note and Warrant Sale Agreement”) to which this Spousal Consent is attached, intending to be legally bound, hereby certifies, represents, warrants and agrees as follows:

1. The undersigned has read, understands and knows the contents of the Note and Warrant Sale Agreement and the other agreements, instruments or documents related thereto. The undersigned is aware that by the provisions of the Note and Warrant Sale Agreement, among other things, her spouse, as a shareholder of the Sellers and a party to the Agreement, has agreed to the sale and assignment of the Purchased Securities to the Purchaser (as defined in the Note and Warrant Sale Agreement.

2. The undersigned hereby expressly consents and agrees (a) that the Purchased Securities and any interest she may have in them are subject to the provisions of the Note and Warrant Sale Agreement, (b) to the execution, delivery and performance by her spouse of the Note and Warrant Sale Agreement and each of the other agreements, instruments and documents related thereto to which he is a party or by which he is bound, and to the consummation of the transactions contemplated therein, and (c) to take no action at any time to hinder the operation or intent of the Note and Warrant Sale Agreement or any of the other agreements, instruments and documents related thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this 27^th day of April 2015.

EXHIBIT A

AUTOBYTEL INC.

CONVERTIBLE SUBORDINATED PROMISSORY NOTE

[Exhibit Omitted]

EXHIBIT B

AUTOBYTEL INC.

WARRANT TO PURCHASE COMMON STOCK

[Exhibit Omitted]