0001628280-16-012612 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement ") is effective May 20, 2015 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David Eisler, an individual (the “Executive”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 11th, 2016 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and the director or officer of the Company identified on the signature page hereto (the “Indemnitee”).

EIGHTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 11th, 2016 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • New York

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of February 5, 2016, is entered into by and among U.S. AUTO PARTS NETWORK, INC., a Delaware corporation (“Company”), PARTSBIN, INC., a Delaware corporation (“PartsBin”), LOCAL BODY SHOPS, INC., a Delaware corporation (“Local Body Shops”), PRIVATE LABEL PARTS, INC., a Delaware corporation (“Private Label Parts”), WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Whitney Auto”, and together with the Company, PartsBin, Local Body Shops and Private Label Parts, collectively, “Borrowers” and each individually a “Borrower”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

DEED OF LEASE LIBERTY PROPERTY LIMITED PARTNERSHIP Landlord AND Tenant AT
U.S. Auto Parts Network, Inc. • March 11th, 2016 • Retail-auto & home supply stores

THIS DEED OF LEASE (this “Lease”) is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”), and U.S. AUTO PARTS NETWORK, INC., a corporation organized under the laws of Delaware (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.

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