Exhibit 10.10
FORM OF SHAREHOLDER’S
RELEASE
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 representatives of, and any predecessors,
successors and assigns of, the Company Entities (collectively, the
“ Released Parties ”), from any and all claims,
suits, demands, damages (including, but not limited to,
consequential and exemplary damages), judgments, liens, debts,
attorneys’ fees, costs, actions and causes of action of every
kind and nature, whether known or unknown, suspected or unsuspected
in law or in equity.
The undersigned is aware of and
understands the provisions of Section 1542 of the California
Civil Code, which states:
“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”
The undersigned
