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Exemption
Exemption contract clause examples

The undersigned (“Requesting Person”) hereby irrevocably appoints and constitutes the Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer (individually, a “Proxyholder,” and collectively, the “Proxyholders”) of AutoWeb, Inc, a Delaware corporation (“Company”), and each of them individually, the agents, attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to all Exemption Shares (as defined in that certain Tax Benefit Preservation Plan Exemption Agreement dated as of May 12, 2021 among the Company and the Requesting Persons (“Plan Exemption Agreement”)) Beneficially Owned (as such term is defined in the Plan Exemption Agreement) by the Requesting Persons (including any Exemption Shares acquired by any Requesting Person on or after the date hereof and before the date this proxy terminates) to vote the Exemption Shares as follows: the Proxyholders named above, or each of them individually, are empowered at any time before termination of this proxy to exercise all voting rights of the undersigned at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, and in any action by written consent of the stockholders of the Company, in the same proportion (for or against) as the shares of Common Stock actually voted for or against such matter by the stockholders of the Company other than the Requesting Persons and their respective Affiliates or Associates.

The undersigned stockholders (“Stockholders”) of AutoWeb, Inc., a Delaware corporation (“Company”), hereby irrevocably appoint and constitute Jeffrey H. Coats, Kimberly Boren and Glenn E. Fuller for as long as they are officers and/or employees of the Company (collectively, the “Proxyholders”), and each of them individually, the agents, attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to all Excess Shares (as defined in that certain Tax Benefit Preservation Plan Exemption Agreement dated as of November 15, 2017 (“Exemption Agreement”)) beneficially owned by the Stockholders (including any Excess Shares acquired by any Stockholder on or after the date hereof and before the date this proxy terminates) to vote the Excess Shares as follows: the Proxyholders named above, or each of them individually, are empowered at any time before termination of this proxy to exercise all voting rights of the undersigned at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, and in any action by written consent of the stockholders of the Company, with respect to the Excess Shares in accordance with the recommendations of or instructions provided by the Board.

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