0001628280-20-005083 Sample Contracts

ADVANCE AUTO PARTS, INC. $500,000,000 3.900% Notes due 2030 REGISTRATION RIGHTS AGREEMENT dated as of April 16, 2020
Registration Rights Agreement • April 17th, 2020 • Advance Auto Parts Inc • Retail-auto & home supply stores • New York

THIS REGISTRATION RIGHTS AGREEMENT is dated as of April 16, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), and is entered into by and among Advance Auto Parts, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and BofA Securities, Inc., SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several initial purchasers named on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).

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ADVANCE AUTO PARTS, INC.
Indenture • April 17th, 2020 • Advance Auto Parts Inc • Retail-auto & home supply stores • New York

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH SECTION (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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