0001140361-12-049988 Sample Contracts

FOURTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 6th, 2012 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York

FOURTH AMENDMENT, dated as of December 3, 2012 (this "Fourth 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, 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 administrative agent for the Lenders (in such capacity, together with its

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MOTORCAR PARTS OF AMERICA, INC. STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • December 6th, 2012 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • California

THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is made among Motorcar Parts of America, Inc., a New York corporation (the “Company”), Mel Marks and Melmarks Enterprises LLLP (each a “Holder” and collectively the “Holders”), as of December 3, 2012 (the “Effective Date”).

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