Combination Agreement Sample Contracts

Combination Agreement (April 9th, 2018)

THIS COMBINATION AGREEMENT (this Agreement), dated as of April 6, 2018, is entered into among Archie Bennett, Jr. and Monty J. Bennett (collectively, the Bennetts); Remington Holdings, L.P., a Delaware limited partnership (Remington); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the General Partner); Project Management LLC, a Maryland limited liability company and wholly owned Subsidiary of Remington (PM LLC); solely for the purpose of conveying the interest in PM LLC to be acquired by it pursuant to the PM Formation Agreement (as defined below), MJB Investments, LP (MJB Investments); solely for the purpose of conveying the interest (if any) in PM LLC to be acquired by him pursuant to the PM Formation Agreement, Mark A. Sharkey (Sharkey); Ashford, Inc., a Maryland corporation (AINC); Ashford Holding Corp., a Maryland corporation and wholly owned Subsidiary of AINC (New Holdco); and Ashford Merger Sub Inc., a Maryland corporation

NorthStar Real Estate Income II, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

NorthStar Real Estate Income Trust, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Colony NorthStar, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Nine Energy Service, Inc. – COMBINATION AGREEMENT by and Among BECKMAN PRODUCTION SERVICES, INC., BECKMAN MERGER SUB, INC., AND NINE ENERGY SERVICE, INC. Dated as of February 3, 2017 (May 19th, 2017)

This Combination Agreement, dated as of February 3, 2017 (this Agreement), is by and among Beckman Production Services, Inc., a Delaware corporation (Beckman), Beckman Merger Sub, Inc., a Delaware corporation (Beckman Merger Sub), and Nine Energy Service, Inc., a Delaware corporation (Nine).

New York REIT, Inc. – NEW YORK REIT AND THE JBG COMPANIES ANNOUNCE TERMINATION OF MASTER COMBINATION AGREEMENT NEW YORK REIT BOARD OF DIRECTORS APPROVE ASSET SALE PLAN Net Proceeds From Asset Sales to Be Distributed to Stockholders New York REIT to Seek Financing Which Will Enable the Company to Prepay Existing Credit Facility in Full (August 2nd, 2016)

NEW YORK, NY and CHEVY CHASE, MD, August 2, 2016 -- New York REIT, Inc. ("NYRT" or the "Company") (NYSE: NYRT) and The JBG Companies ("JBG") today announced that they have mutually agreed to terminate their previously announced master combination agreement, effective immediately and agreed to release each other from any further obligations under such agreement.

New York REIT, Inc. – MASTER COMBINATION AGREEMENT by and Among NEW YORK REIT, INC., NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., JBG PROPERTIES INC., JBG/OPERATING PARTNERS, L.P., and THE JAGUAR PARTIES SET FORTH ON SCHEDULE a Dated as of May 25, 2016 (May 26th, 2016)

This MASTER COMBINATION AGREEMENT (hereinafter referred to as this Agreement), dated as of May 25, 2016, is made by and among New York REIT, Inc., a Maryland corporation (Giants), New York Recovery Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Giants (the Operating Partnership and together with Giants, the Giants Parties), JBG Properties Inc., a Maryland corporation (Jaguar Properties), JBG/Operating Partners, L.P., a Delaware limited partnership (Jaguar Operating Partners and together with Jaguar Properties, the Jaguar Management Entities) and the Jaguar Properties affiliates listed on Schedule A (the Jaguar Funds and together with the Jaguar Management Entities, the Jaguar Parties and together with the Giants Parties, collectively, the Parties) . All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.6 (Certain Definitions) or as otherwise defined elsewhere in this Agreement unless the co

COMBINATION AGREEMENT BY AND AMONG CF INDUSTRIES HOLDINGS, INC., DARWIN HOLDINGS LIMITED, BEAGLE MERGER COMPANY LLC, AND OCI N.V. Dated as of August 6, 2015 (August 12th, 2015)

This Combination Agreement (this Agreement), dated as of August 6, 2015, is entered into by and among CF Industries Holdings, Inc., a Delaware corporation (Cambridge), Darwin Holdings Limited, a private company limited by shares incorporated under the law of England, which, prior to the Effective Time, will re-register as a public company limited by shares in accordance with the provisions of this Agreement (Holdco), Beagle Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco (MergerCo) and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands (Oxford). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a Party and together the Parties.

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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).

Fenix Parts, Inc. – 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 Integral Role in the Success of Fenix. As You Know, the Principal Terms of Your Employment Are Covered by Your Employment Agreement, Which Addresses Your Salary, Bonus Opportunity and Eligibility for Participation in Fenixs Stock Option Plan After Its Adoption by Our Board of Directors. In the Case of Any Inconsistency Between This Side Letter and Yo (April 8th, 2015)
Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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 Garys U-Pull It, Inc., a New York corporation (the Company).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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).

Fenix Parts, Inc. – 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 Inc. November 10, 2014 (April 8th, 2015)

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);

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Brian Shell, Jason Finley, Adam Mervis, Mervis 2006, LLC, and Michael Stanley and Green Oak Investments LLC Dba GO Auto Recycling August 14, 2014 (April 8th, 2015)

This Combination Agreement (this Agreement) is entered into as of August 14, 2014 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).

Fenix Parts, Inc. – First Amendment to Amended and Restated Combination Agreement (April 8th, 2015)

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);

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., John J. Brennan and Leesville Auto Wreckers, Inc. August 18, 2014 (April 8th, 2015)

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).

Fenix Parts, Inc. – 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, 2014 (April 8th, 2015)

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).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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 Dons Automotive Mall, Inc., a New York corporation (the Company).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Gary A. Beagell, Linda Beagell and Steve Barkwell and Garys U-Pull It, Inc. August 26, 2014 (April 8th, 2015)

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 Garys U-Pull It, Inc., a New York corporation (the Company).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Donald Beagell, Jr., Cynthia Howard, Gregory Beagell and Michael Colsten and Dons Automotive Mall, Inc. August 27, 2014 (April 8th, 2015)

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 Dons Automotive Mall, Inc., a New York corporation (the Company).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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).

Fenix Parts, Inc. – First Amendment to Combination Agreement (April 8th, 2015)

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 Browns Auto Parts Center (the Company).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Mark Eiss, John Eiss and Timothy Eiss and Eiss Brothers, Inc. August 11, 2014 (April 8th, 2015)

This Combination Agreement (this Agreement) is entered into as of August 11, 2014 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).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Larry Brown and Stephen Brown and Jerry Brown, Ltd. September 30, 2014 (April 8th, 2015)

This Combination Agreement (this Agreement) is entered into as of September 30, 2014 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 Browns Auto Parts Center (the Company).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Bonita Beagell, Cynthia Howard, Gregory Beagell, Randy Howard, Michael Colsten, Leatrice Colsten, Darcy Beagell and Jessica Phillips and Horseheads Automotive Recycling, Inc. August 27, 2014 (April 8th, 2015)

This Combination Agreement (this Agreement) is entered into as of August 27, 2014 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).

Fenix Parts, Inc. – First Amendment to Amended and Restated Combination Agreement (March 26th, 2015)

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);

Amendment No. 2 to Business Combination Agreement (February 26th, 2015)

THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this Amendment No. 2) is made and entered into as of February 26, 2015, by and among: APPLIED MATERIALS, INC., a Delaware corporation (Applied); TOKYO ELECTRON LIMITED, a Japanese corporation (kabushiki kaisha) (TEL); and ETERIS B.V. (formerly known as TEL-Applied Holdings B.V.), a Netherlands private limited liability corporation (besloten vennootschap) (HoldCo), and amends that certain Business Combination Agreement, dated as of September 24, 2013, by and among Applied, TEL and (by joinder) HoldCo, Applied U.S. HoldCo and Applied Merger Sub, as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2014, by and among Applied, TEL and HoldCo (the BCA).

None – Amendment No. 2 to Business Combination Agreement (February 26th, 2015)

THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this Amendment No. 2) is made and entered into as of February 26, 2015, by and among: APPLIED MATERIALS, INC., a Delaware corporation (Applied); TOKYO ELECTRON LIMITED, a Japanese corporation (kabushiki kaisha) (TEL); and ETERIS B.V. (formerly known as TEL-Applied Holdings B.V.), a Netherlands private limited liability corporation (besloten vennootschap) (HoldCo), and amends that certain Business Combination Agreement, dated as of September 24, 2013, by and among Applied, TEL and (by joinder) HoldCo, Applied U.S. HoldCo and Applied Merger Sub, as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2014, by and among Applied, TEL and HoldCo (the BCA).

Fenix Parts, Inc. – 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 Inc. November 10, 2014 (December 5th, 2014)

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);

Fenix Parts, Inc. – 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 Integral Role in the Success of Fenix. As You Know, the Principal Terms of Your Employment Are Covered by Your Employment Agreement, Which Addresses Your Salary, Bonus Opportunity and Eligibility for Participation in Fenixs Stock Option Plan After Its Adoption by Our Board of Directors. In the Case of Any Inconsistency Between This Side Letter and Yo (December 5th, 2014)
Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Brian Shell, Jason Finley, Adam Mervis, Mervis 2006, LLC, and Michael Stanley and Green Oak Investments LLC Dba GO Auto Recycling August 14, 2014 (December 5th, 2014)

This Combination Agreement (this Agreement) is entered into as of August 14, 2014 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).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Gary A. Beagell, Linda Beagell and Steve Barkwell and Garys U-Pull It, Inc. August 26, 2014 (December 5th, 2014)

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 Garys U-Pull It, Inc., a New York corporation (the Company).

Fenix Parts, Inc. – Combination Agreement Entered Into by Fenix Parts, Inc., Mark Eiss, John Eiss and Timothy Eiss and Eiss Brothers, Inc. August 11, 2014 (December 5th, 2014)

This Combination Agreement (this Agreement) is entered into as of August 11, 2014 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).