0001378950-17-000006 Sample Contracts

REDEMPTION AGREEMENT
Redemption Agreement • January 30th, 2017 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This Redemption Agreement (this “Agreement”) is entered into as of January 26, 2017 (the “Effective Date”), by and between AutoMD, Inc., a Delaware corporation (“AutoMD”), with an address of 16941 Keegan Avenue, Carson, California 90746, and Manheim Investments, Inc., a Delaware corporation (“Seller”), with an address of 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. AutoMD and Seller shall together be referred to herein as the “Parties”, and each may be referred to herein as a “Party”.

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RELEASE AGREEMENT
Release Agreement • January 30th, 2017 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This Release Agreement (this “Agreement”) is made and entered into as of January 26, 2017 (the “Effective Date”), by and among (i) AutoMD, Inc., a Delaware corporation (“AutoMD”), (ii) Muzzy-Lyon Auto Parts, Inc. (“Muzzy-Lyon”), Oak Investment Partners XI, Limited Partnership, Manheim Investments, Inc., Sol Khazani Living Trust and U.S. Auto Parts Network, Inc. (collectively, the “Investors”), and (iii) Federal-Mogul Motorparts Corporation (“Fed-Mogul”).

REDEMPTION AGREEMENT
Redemption Agreement • January 30th, 2017 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This Redemption Agreement (this “Agreement”) is entered into as of January 26, 2017 (the “Effective Date”), by and among AutoMD, Inc., a Delaware corporation (“AutoMD”), with an address of 16941 Keegan Avenue, Carson, California 90746, Federal-Mogul Motorparts Corporation, a Delaware corporation (“Fed-Mogul MP”), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033, and Muzzy-Lyon Auto Parts, Inc., a Delaware corporation (“Muzzy-Lyon”), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033. AutoMD, Fed-Mogul MP, and Muzzy-Lyon shall collectively be referred to herein as the “Parties”, and each may be referred to herein as a “Party”.

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