BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
THIS BUSINESS LOAN AGREEMENT dated February 24, 2006, is made and executed between U.S. Auto Parts Network, Inc. (“Borrower”) and East West Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
COLLATERAL ASSIGNMENTCollateral Assignment • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
This COLLATERAL ASSIGNMENT (the “Agreement”) is executed as of May 18, 2006 by PARTSBIN, INC., a Delaware corporation (the “Assignor”) in favor of EAST WEST BANK (the “Lender”), with reference to the following:
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
This SECURITY AGREEMENT (the “Agreement”) is executed as of May 18, 2006 by PARTSBIN, INC., a Delaware corporation (the “Debtor”) in favor of EAST WEST BANK (the “Secured Party”), with reference to the following:
NOTE AND SECURITY AGREEMENTNote and Security Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
NOTE AND SECURITY AGREEMENT, dated as of May 19, 2006, by and among U.S. Auto Parts Network, Inc. (the “Company”), on the one hand and Richard Pine, Lowell Mann, Brian Tinari, and Todd Daugherty on the other hand (each a “Secured Party” and together the “Secured Parties”).
AMENDMENT TO EXISTING AGREEMENTSAgreements • November 2nd, 2006 • U.S. Auto Parts Network, Inc.
This AMENDMENT TO EXISTING AGREEMENTS (the “Amendment”) is entered into as of May 18, 2006, between U.S. Auto Parts Network, Inc., a Delaware corporation (“Borrower”) and East West Bank (“Lender”), with reference to the following facts:
CHANGE IN TERMS AGREEMENT Dated: May 18, 2006Change in Terms Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc.
CONTINUING VALIDITY. Except as expressly changed by this Agreement or that certain Amendment to Business Loan Agreement of even date herewith, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that t
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc.
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between U.S. Auto Parts Network, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2006 Equity Incentive Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
LOAN AGREEMENTLoan Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
This LOAN AGREEMENT (this “Agreement”) is entered into as of May 18, 2006 between EAST WEST BANK (“Lender”), and U.S. AUTO PARTS NETWORK, INC., a Delaware corporation (“Borrower”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of May 19, 2006, by and between U.S. Auto Parts Network, Inc., a Delaware corporation, and Richard Pine, Lowell Mann, Brian Tinari, and Todd Daugherty, as individuals (each a “Promisor,” collectively, the “Promisors”).
FORM OF SHAREHOLDER’S RELEASEU.S. Auto Parts Network, Inc. • November 2nd, 2006
For due and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, being a holder of equity securities (“Shareholder”) of the entities listed on Schedule I hereto (collectively referred to herein as the “Company”), hereby agrees, in connection with the execution and delivery of that certain Acquisition Agreement, dated as of May 19, 2006 by and among U.S. Auto Parts Network, a Delaware corporation (“Buyer”). PartsBin, Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (“PartsBin”). the Company and the holders of all of the outstanding equity interests in the Company (including the Shareholder) (the “Acquisition Agreement”), to release and discharge (to the fullest extent permitted by Applicable Law) Buyer, PartsBin and the Company (collectively, the “Company Entities”) and all of the present and former officers, directors, affiliates, shareholders, members, partners, attorneys, agents, insurers, employees, or other repre
TELETRANSMISSION AGREEMENT-LINE OF CREDITTeletransmission Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc.
This TELETRANSMISSION AGREEMENT-LINE OF CREDIT is attached to and by this reference is made a part of the Change In Terms Agreement dated February 24, 2006, and executed in connection with a loan or other financial accommodations between EAST WEST BANK and U.S. Auto Parts Network, Inc.
INVESTORS’ RIGHTS AGREEMENT March 3, 2006Investors’ Rights Agreement • November 2nd, 2006 • U.S. Auto Parts Network, Inc. • California
This Investors’ Rights Agreement (this “Agreement”) is made as of March 3, 2006, by and among U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Oak Investment Partners XI, Limited Partnership, a Delaware limited partnership (the “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
