Motorcar Parts America Inc Sample Contracts

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Rights Agreement • March 12th, 1998 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST AMENDMENT TO
Employment Agreement • June 30th, 1997 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • New York
UNDERWRITING AGREEMENT
Motorcar Parts & Accessories Inc • October 15th, 1997 • Miscellaneous electrical machinery, equipment & supplies • New York
WITNESSETH:
Employment Agreement • June 30th, 2003 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • California
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Rights Agreement • June 29th, 1998 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • New York
TERM NOTE
Motorcar Parts & Accessories Inc • June 29th, 2001 • Miscellaneous electrical machinery, equipment & supplies • California
PURCHASE AGREEMENT
Purchase Agreement • August 27th, 2014 • Motorcar Parts America Inc • Motor vehicle parts & accessories • New York

Motorcar Parts of America, Inc., a New York corporation (the "Company"), proposes to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 2,400,000 shares (the "Firm Shares") of Common Stock, $0.01 par value per share (the "Common Stock"), of the Company. The Firm Shares consist of 2,400,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the several Underwriters an option to purchase up to 360,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the "Securities."

RECITALS
Credit Agreement • June 29th, 1998 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies
RECITALS
Separation Agreement and Release • June 30th, 2003 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • California
FINANCING AGREEMENT Dated as of January 18, 2012 by and among MOTORCAR PARTS OF AMERICA, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, CERBERUS BUSINESS FINANCE, LLC, as Collateral Agent, and PNC BANK, NATIONAL ASSOCIATION...
Financing Agreement • January 24th, 2012 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

Financing Agreement, dated as of January 18, 2012, by and among Motorcar Parts of America, Inc., a New York corporation (the "Borrower"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

RECITAL -------
Credit Agreement • February 14th, 1997 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • California
WITNESSETH:
Employment Agreement • June 29th, 2004 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • California
Contract
Motorcar Parts America Inc • September 14th, 2011 • Miscellaneous electrical machinery, equipment & supplies • New York
RECITALS
Stock Purchase Agreement • March 29th, 2001 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies
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RECITALS
Credit Agreement • June 29th, 2001 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • California
Contract
Motorcar Parts America Inc • May 18th, 2007 • Miscellaneous electrical machinery, equipment & supplies

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Motorcar Parts of America, Inc. 1,936,000 Shares Common Stock REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 23rd, 2012 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

Motorcar Parts of America, Inc., a New York corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Subscription Agreement (as defined herein) 1,936,000 shares of its common stock, par value $0.01 per share (the “Securities”). As an inducement to the Purchasers to enter into the Subscription Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein), from time to time, of the Registrable Securities (as defined herein) as follows:

RECITALS --------
Credit Agreement • June 30th, 1997 • Motorcar Parts & Accessories Inc • Miscellaneous electrical machinery, equipment & supplies • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 18th, 2007 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May ___, 2007, by and among Motorcar Parts of America, Inc., a New York corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).

CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 9th, 2016 • Motorcar Parts America Inc • Motor vehicle parts & accessories • New York

CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT, dated as of May 19, 2016 (this “Second Amendment”) to that certain Revolving Credit, Term Loan and Security Agreement, dated as of June 3, 2015 (as amended, restated, amended and restated, refinanced, replaced, supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), by and among Motorcar Parts of America, Inc., a New York corporation (“Borrower”), the other Persons from time to time party thereto as guarantors, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and PNC Bank, National Association (“PNC”), as agent for the Lenders (PNC in such capacity, together with its successors and assigns in such capacity, “Agent”).

SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • October 19th, 2007 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • California

THIS SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (“Seventh Amendment”), dated as of June 27, 2007, is made and entered into by and between MOTORCAR PARTS OF AMERICA, INC., a New York corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 7th, 2019 • Motorcar Parts America Inc • Motor vehicle parts & accessories • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 4, 2019 (this “Second Amendment”) to that certain Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of June 5, 2018 (as amended, restated, amended and restated, refinanced, replaced, supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), by and among Motorcar Parts of America, Inc., a corporation organized under the laws of the State of New York (“MPA”, and together with each Person organized under the laws of a State of the United States joined thereto as a borrower from time to time (other than Dixie US), collectively, the “US Borrowers”, and each, a “US Borrower”), D & V Electronics Ltd., a corporation amalgamated and existing under the laws of the Province of British Columbia (“D&V”), Dixie Electric Ltd., a corporation amalgamated under the laws of Ontario (“Dixie Canada”), Dixie Electric Inc., a Delaware corporation (“Dixie US” and together

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