0001558370-19-000212 Sample Contracts

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement and Release of All Claims • January 23rd, 2019 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

This Separation Agreement and Release of All Claims (the “Agreement”) is between Roger Hoffmann (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

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BOARD CANDIDATE AGREEMENT
Board Candidate Agreement • January 23rd, 2019 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This Board Candidate Agreement (this “Agreement”) is made and entered into as of January 18, 2019 (the “Effective Date”) by and among U.S. AUTO PARTS NETWORK, INC., a Delaware corporation (the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively with their respective affiliates, the “Investors”), which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, $0.001 par value per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

AMENDMENT AGREEMENT
Amendment Agreement • January 23rd, 2019 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores

This Amendment Agreement (this “Amendment”) is made and entered into as of January 17, 2019 (the “Effective Date”), by and among U.S. Auto Parts Network, Inc. (the “Company”), Mehran Nia (“Mr. Nia”) and the Nia Living Trust Established September 2, 2004 (the “Trust” and together with Mr. Nia, “Nia”).

SEPARATION AGREEMENT
Separation Agreement • January 23rd, 2019 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores

This Agreement made and entered into this January 23, 2019 at Mandaluyong City by and between: U.S. Auto Parts Network (Philippines) Corp. (the “Company”), a corporation organized and existing under Philippine laws with address at 9F, Robinsons Cybergate Plaza, EDSA Boni Avenue, Mandaluyong City, represented in this act by Lev Peker.

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