Combination Agreement entered into by Fenix Parts, Inc., Gary A. Beagell, Linda Beagell and Steve Barkwell and Gary’s U-Pull It, Inc. August 26, 2014Combination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Combination Agreement (this “Agreement”) is entered into as of August 26, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Gary A. Beagell, Linda Beagell and Steve Barkwell (each a “Shareholder” and together the “Shareholders”), and Gary’s U-Pull It, Inc., a New York corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2017 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 4, 2017 (the “Effective Date”), between Art Golden, an individual (“Employee”), and Fenix Parts, Inc., a Delaware corporation (the “Company” or “Employer”). This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between Employer and Employee.
AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT DATED EFFECTIVE AS OF DECEMBER 31, 2015, AMONG FENIX PARTS, INC.,Multicurrency Credit Agreement • April 14th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
Registration Rights AgreementRegistration Rights Agreement • May 7th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Registration Rights Agreement (the “Agreement”) is entered into as of April 10, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), and the parties listed on Appendix A attached hereto (each a “Shareholder” and together the “Shareholders”), and any other Person who invests in the Bridge Financing, from time to time, and executes an Instrument of Accession in the form of Exhibit A attached hereto.
Stock Option AgreementStock Option Agreement • August 16th, 2017 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
Subject to the following terms, Fenix Parts, Inc., a Delaware corporation (the “Company”), grants to Scott Pettit (“Grantee”) on January 6, 2017 (the “Grant Date”) a nonstatutory stock option (the “Option”) to purchase 51,020 shares of the Company’s common stock, par value $.001 per share (the “Option Shares”), at $2.80 per share (the “Exercise Price”), immediately exercisable, subject to expiration on January 6, 2020 (the “Expiration Date”)
Stock Purchase Agreement dated as of October 9, 2015 entered into by Fenix Parts, Inc., and Michael Guarglia, Joseph Guarglia Jr., Joseph Guarglia Sr. being all of the shareholders of Tri-City Auto Salvage, Inc.Stock Purchase Agreement • October 13th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • North Carolina
This Stock Purchase Agreement (this “Agreement”) is entered into as of October 9, 2015, by Fenix Parts, Inc., a Delaware corporation (“Buyer”), and Michael Guarglia, Joseph Guarglia, Jr. and Joseph Guarglia, Sr. (each, a “Seller” and collectively “Sellers”).
Amended and Restated Combination Agreement entered into by Fenix Parts, Inc., Fenix Parts Canada, Inc., David A. Gold and Kenneth L. Gold And Goldy Metals Incorporated, End of Life Vehicles Inc., Goldy Metals (Ottawa) Incorporated and 2434861 Ontario...Combination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ontario
This Amended and Restated Combination Agreement (this “Agreement”) is entered into as of the 10th day of November, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Fenix Parts Canada, Inc., a Canadian Corporation (“Purchaser”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), and the following corporations (each a “Standard Company” and together the “Standard Companies”): Goldy Metals Incorporated, an Ontario corporation (“Goldy Metals”); End of Life Vehicles Inc., an Ontario corporation (“EOL”); Goldy Metals (Ottawa) Incorporated, an Ontario corporation (“Goldy Ottawa”) and 2434861 Ontario Inc., an Ontario corporation (“Newco”);
Stock Option AgreementStock Option Agreement • April 14th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
Subject to the following terms, Fenix Parts, Inc., a Delaware corporation (the “Company”), grants to the following employee of the Company (“Grantee”), as of the following grant date (the “Grant Date”), an incentive stock option (the “Option”) to purchase the following number of shares of the Company’s common stock, par value $.001 per share (the “Option Shares”), at the following purchase price per share (the “Exercise Price”), exercisable in accordance with the following vesting schedule, subject to expiration on the following expiration date (the “Expiration Date”):
First Amendment to Amended and Restated Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Amended and Restated Combination Agreement (this “Amendment”) is entered into as of February 26, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Fenix Parts Canada, Inc., a Canadian Corporation (“Purchaser”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), and the following corporations (each a “Standard Company” and together the “Standard Companies”): Goldy Metals Incorporated, an Ontario corporation (“Goldy Metals”); End of Life Vehicles Inc., an Ontario corporation (“EOL”); Goldy Metals (Ottawa) Incorporated, an Ontario corporation (“Goldy Ottawa”) and 2434861 Ontario Inc., an Ontario corporation (“Newco”);
FORBEARANCE AGREEMENTForbearance Agreement • March 29th, 2017 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This FORBEARANCE AGREEMENT (this "Agreement") is entered into as of March 27, 2017 by and among Fenix Parts, Inc., a Delaware corporation (the "U.S. Borrower"), Fenix Parts Canada, Inc., a Canadian corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers" and individually a "Borrower"), the direct and indirect Subsidiaries of U.S. Borrower party to this Agreement, as U.S. Guarantors, the direct and indirect Subsidiaries of Canadian Borrower party to this Agreement, as Canadian Guarantors, the Lenders party hereto and BMO Harris Bank N.A., as Administrative Agent.
Escrow AgreementEscrow Agreement • May 1st, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ontario
This Escrow Agreement (this “Agreement”) is entered into as of , 2015, by Fenix Parts Canada, Inc., a Canadian corporation (“Fenix” or a “Party”) and Goldy Metals Incorporated, an Ontario corporation, (“Vendor” or “Party”), and CST Trust Company (the “Escrow Agent”).
Combination Agreement entered into by Fenix Parts, Inc., John J. Brennan and Leesville Auto Wreckers, Inc. August 18, 2014Industrial Building Lease • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Combination Agreement (this “Agreement”) is entered into as of August 18, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), John J. Brennan (sole “Shareholder”), and Leesville Auto Wreckers, Inc., a New Jersey corporation (the “Company”).
Stock Purchase Agreement dated as of October 7, 2015 entered into by Fenix Parts, Inc., and Brent R. Butler being the sole shareholder of Butler Auto Sales and Parts, Inc.Stock Purchase Agreement • October 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • North Carolina
This Stock Purchase Agreement (this “Agreement”) is entered into as of October 7, 2015, by Fenix Parts, Inc., a Delaware corporation (“Buyer”), and Brent R. Butler (“Seller”).
FORBEARANCE AGREEMENTForbearance Agreement • January 4th, 2018 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This FORBEARANCE AGREEMENT (this "Agreement") is entered into as of December 29, 2017 by and among Fenix Parts, Inc., a Delaware corporation (the "U.S. Borrower"), Fenix Parts Canada, Inc., a Canadian corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers" and individually a "Borrower"), the direct and indirect Subsidiaries of U.S. Borrower party to this Agreement, as U.S. Guarantors, the direct and indirect Subsidiaries of Canadian Borrower party to this Agreement, as Canadian Guarantors, the Lenders party hereto and BMO Harris Bank N.A., as Administrative Agent.
Stock Option Agreement ([Incentive Stock Option] [Nonstatutory Stock Option]) Under Fenix Parts, Inc. 2014 Incentive Stock Plan)Stock Option Agreement • May 1st, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Arizona
Subject to the following terms, Fenix Parts, Inc., a Delaware corporation (the Company), grants to the following employee of the Company (Employee), as of the following grant date (the Grant Date), an [Incentive Stock Option] [Nonstatutory Stock Option] (the Option) to purchase the following number of shares of the Company’s common stock, par value $.001 per share (the Option Shares), at the following purchase price per share (the Exercise Price), exercisable in installments in accordance with the following vesting schedule, subject to expiration on the following expiration date (the Expiration Date):
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • August 16th, 2017 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this "Agreement") is entered into as of June 23, 2017 by and among Fenix Parts, Inc., a Delaware corporation (the "U.S. Borrower"), Fenix Parts Canada, Inc., a Canadian corporation (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers" and individually a "Borrower"), the direct and indirect Subsidiaries of U.S. Borrower party to this Agreement, as U.S. Guarantors, the direct and indirect Subsidiaries of Canadian Borrower party to this Agreement, as Canadian Guarantors, the Lenders party hereto and BMO Harris Bank N.A., as Administrative Agent.
First Amendment to Amended and Restated Multicurrency Credit Agreement and WaiverAgreement and Waiver • June 29th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This First Amendment to Amended and Restated Multicurrency Credit Agreement and Waiver (herein, this “Amendment”) is entered into on June 27, 2016, and effective as of March 31, 2016, by and among Fenix Parts, Inc., a Delaware corporation (the “U.S. Borrower”), Fenix Parts Canada, Inc., a Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and individually a “Borrower”), the direct and indirect Subsidiaries of U.S. Borrower party to this Amendment, as U.S. Guarantors, the direct and indirect Subsidiaries of Canadian Borrower from time to time party to this Amendment, as Canadian Guarantors, the Lenders party hereto, and BMO Harris Bank N.A., as Administrative Agent.
Combination Agreement entered into by Fenix Parts, Inc., David A. Gold and Kenneth L. Gold and Goldy Metals Incorporated, Goldy Metals Holdings Inc., and Standard Auto Wreckers, Inc. September 24, 2014Combination Agreement • December 5th, 2014 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Combination Agreement (this “Agreement”) is entered into as of September 24, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), Standard Auto Wreckers Inc., a New York corporation (the “Company”), and Goldy Metals Incorporated, an Ontario corporation and Goldy Metals Holdings Inc., an Ontario corporation (each a “Corporate Shareholder” and together the “Corporate Shareholders”).
Stock Option AgreementStock Option Agreement • April 14th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
Subject to the following terms, Fenix Parts, Inc., a Delaware corporation (the “Company”), grants to the following director of the Company (“Grantee”), as of the following grant date (the “Grant Date”), a nonstatutory stock option (the “Option”) to purchase the following number of shares of the Company’s common stock, par value $.001 per share (the “Option Shares”), at the following purchase price per share (the “Exercise Price”), exercisable in accordance with the following vesting schedule, subject to expiration on the following expiration date (the “Expiration Date”):
First Amendment to Combination AgreementCombination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 5, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Mark Eiss, John Eiss and Timothy Eiss (each a “Shareholder” and together the “Shareholders”), and Eiss Brothers, Inc., a New York corporation (the “Company”).
I am pleased that you have accepted the role as President-Canadian Operations, effective upon the closing of the combination agreements among the founding companies of Fenix Parts, Inc. (“Fenix”) and the Fenix IPO. In this position, you will have an...Fenix Parts, Inc. • December 5th, 2014 • Wholesale-motor vehicles & motor vehicle parts & supplies
Indemnification Agreement (name of indemnitee)Indemnification Agreement • December 5th, 2014 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Agreement is entered into by Fenix Parts, Inc., a Delaware corporation (the “Company”), and [name of indemnitee] (the “Indemnitee”), as of [—], 2014.
SUBLEASESublease • April 23rd, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This Sublease made this 22nd of April, 2015 between Bio-Medical Applications of Illinois, Inc, a Delaware corporation (“Sublessor”), and Fenix Parts, Inc. Delaware corporation (“Sublessee”).
] Shares FENIX PARTS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Fenix Parts, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp. (“BMOCM”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional [ ] shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 6, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Gary A. Beagell, Linda Beagell and Steve Barkwell (each a “Shareholder” and together the “Shareholders”), and Gary’s U-Pull It, Inc., a New York corporation (the “Company”).
Second Amendment to Amended and Restated Multicurrency Credit Agreement and WaiverAgreement and Waiver • August 24th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This Second Amendment to Amended and Restated Multicurrency Credit Agreement and Waiver (herein, this “Amendment”) is entered into on August 19, 2016, and effective as of June 30, 2016, by and among Fenix Parts, Inc., a Delaware corporation (the “U.S. Borrower”), Fenix Parts Canada, Inc., a Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and individually a “Borrower”), the direct and indirect Subsidiaries of U.S. Borrower party to this Amendment, as U.S. Guarantors, the direct and indirect Subsidiaries of Canadian Borrower from time to time party to this Amendment, as Canadian Guarantors, the Lenders party hereto, and BMO Harris Bank N.A., as Administrative Agent.
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of February 26, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Brian Shell, Jason Finley, Adam Mervis, Mervis 2006, LLC, and Michael Stanley (each a “Member” and together the “Members”), and Green Oak Investments LLC dba GO Auto Recycling, a Delaware limited liability company (the “Company”).
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 4, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Donald Beagell, Jr., Cynthia Howard, Gregory Beagell and Michael Colsten (each a “Shareholder” and together the “Shareholders”), and Don’s Automotive Mall, Inc., a New York corporation (the “Company”).
AGREEMENT OF LEASE between W & D LEASING, LLC A New York Limited Liability Company Landlord and Don’s Automotive Mall, Inc. Tenant DATED: March 1, 2015 PREMISES Conklin, New YorkAgreement of Lease • April 23rd, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AGREEMENT OF LEASE, made as of the 1sth day of March 2015 between W & D LEASING, LLC, a New York limited liability company, having its address at 101 Broome Corporate Park, P.O. Box 450, Conklin, New York 13748, as Landlord, and Don’s Automotive Mall, Inc., having its offices located at 216 Colesville Road, Binghamton, NY 13904, as the Tenant.
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of February 26, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), John J. Brennan (sole “Shareholder”), and Leesville Auto Wreckers, Inc., a New Jersey corporation (the “Company”).
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 13, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Larry Brown and Stephen Brown (each a “Shareholder” and together the “Shareholders”), and Jerry Brown, Ltd., a New York corporation d/b/a Jerry Brown’s Auto Parts Center (the “Company”).
Combination Agreement entered into by Fenix Parts, Inc., Donald Beagell, Jr., Cynthia Howard, Gregory Beagell and Michael Colsten and Don’s Automotive Mall, Inc. August 27, 2014Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Combination Agreement (this “Agreement”) is entered into as of August 27, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Donald Beagell, Jr., Cynthia Howard, Gregory Beagell and Michael Colsten (each a “Shareholder” and together the “Shareholders”), and Don’s Automotive Mall, Inc., a New York corporation (the “Company”).
director name]Stock Option Agreement • April 14th, 2016 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
First Amendment to Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 4, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Bonita Beagell, Cynthia Howard, Gregory Beagell, Randy Howard, Michael Colsten, Leatrice Colsten, Darcy Beagell and Jessica Phillips (each a “Shareholder” and together the “Shareholders”), and Horseheads Automotive Recycling, Inc., a New York corporation (the “Company”).
First Amendment to Combination AgreementCombination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Combination Agreement (this “Amendment”) is entered into as of February 26, 2015 This Combination Agreement (this “Agreement”) is entered into by Fenix Parts, Inc., a Delaware corporation (“Fenix”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), Standard Auto Wreckers Inc., a New York corporation (the “Company”), and Goldy Metals Incorporated, an Ontario corporation and Goldy Metals Holdings Inc., an Ontario corporation (each a “Corporate Shareholder” and together the “Corporate Shareholders”).
