REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2023, by and among Motorcar Parts of America, Inc., a New York corporation (the “Company”), Bison Capital Partners VI, L.P., a Delaware limited partnership (including its successors and assigns, “Bison VI”), and Bison Capital Partners VI-A, L.P., a Delaware limited partnership (including its successors and assigns, “Bison VI-A,” and together with Bison VI, the “Investors”).
NOTE PURCHASE AGREEMENT by and between MOTORCAR PARTS OF AMERICA, INC., on the one hand, and BISON CAPITAL PARTNERS VI, L.P., BISON CAPITAL PARTNERS VI-A, L.P., and BISON CAPITAL PARTNERS VI, L.P., as the Purchaser Representative, on the other handNote Purchase Agreement • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories • New York
This NOTE PURCHASE AGREEMENT (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of March 31, 2023, is made by and between Motorcar Parts of America, Inc., a New York corporation (the “Company”), on the one hand, and, severally and not jointly, Bison Capital Partners VI, L.P., a Delaware limited partnership (“Purchaser One”), Bison Capital Partners VI-A, L.P., a Delaware limited partnership (“Purchaser Two”; each of Purchaser One and Purchaser Two is sometimes referred to individually as a “Purchaser” and together as the “Purchasers”), and Bison Capital Partners VI, L.P., a Delaware limited partnership, as the representative of the Purchasers (the “Purchaser Representative”), on the other hand. Annex A hereto contains definitions of initially capitalized terms used in this Agreement.
ContractWarrant Agreement • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories • New York
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories • New York
THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THE SUBORDINATION AGREEMENT DATED MARCH 31, 2023 AMONG PNC BANK, NATIONAL ASSOCIATION, MOTORCAR PARTS OF AMERICA, INC., D & V ELECTRONICS LTD., DIXIE ELECTRIC LTD., DIXIE ELECTRIC INC., BISON CAPITAL PARTNERS VI, L.P. AND BISON CAPITAL PARTNERS VI-A, L.P.
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories • New York
This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 31, 2023 (this “Sixth 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
AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Motorcar Parts of America Inc • Motor vehicle parts & accessories
THIS AMENDMENT NO. 6 dated as of March 29, 2023 (this “AMENDMENT NO. 6”), to the Employment Agreement, dated as of May 18, 2012 and subsequently amended (as amended, the “EMPLOYMENT AGREEMENT”), by and between Motorcar Parts of America, Inc. (“COMPANY”) and Selwyn Joffe, an individual (“EXECUTIVE”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the EMPLOYMENT AGREEMENT.
