0001140361-12-021170 Sample Contracts

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:

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Motorcar Parts of America, Inc. 1,936,000 Shares Common Stock SUBSCRIPTION AGREEMENT
Subscription 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”), hereby confirms its agreement with you (the “Purchasers”), as set forth below.

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