0001140361-13-002357 Sample Contracts

OPTION PURCHASE AGREEMENT
Option Purchase Agreement • January 17th, 2013 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

THIS OPTION PURCHASE AGREEMENT (the “Agreement”) is made between Motorcar Parts of America, Inc., a New York corporation (the “Company”), and Selwyn Joffe (the “Holder”), as of January 16, 2013 (the “Effective Date”).

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FIFTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • January 17th, 2013 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

FIFTH AMENDMENT, dated as of January 16, 2013 (this "Fifth Amendment"), to the Financing Agreement, dated as of January 18, 2012 (as amended by First Amendment to Financing Agreement, dated as of March 18, 2012, Second Amendment to Financing Agreement, dated as of May 24, 2012, Third Amendment to Financing Agreement, dated as of August 22, 2012, Fourth Amendment to Financing Agreement, dated as of December 3, 2012, and as further amended, restated, supplemented, modified or otherwise changed from time to time, the "Financing Agreement"), by and among Motorcar Parts of America, Inc., a New York corporation (the "Borrower"), the lenders from time to time party thereto (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 admin

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