NCG100133_COMPLETE FILE - HISTORICAL_20160809

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
DOC TYPE
N HISTORICAL FILE
0 MONITORING REPORTS
DOC DATE
❑
YYYYMMDD

iJ
Energy, Mineral
and Land Resources
ENVIRONMENTAL QUALITY
August 9, 2016
Rodney Butler
Butler Used Auto Parts
584 McSwain Road
Forest City, NC 28043
PAT MCCRORY
Governor
DONALD R. VAN DER VAART
Secrefory
TRACY DAVIS
Subject: Return of NOI
Butler Used Auto Parts — NCG100133
Return #1310
Rutherford County
Dear Mr. Butler,
Our office received your application for coverage of your facility at 584 McSwain Road under the Stormwater
NPDES general permit. After checking our records, we found that you already have permit coverage for this
facility under permit number NCG100133. Rick Riddle with our central office stormwater staff spoke with you
about this earlier this week and verified that the application for permit coverage was not needed. We are
returning your application along with check # 2295 in the amount of $100. Please continue to implement the
stormwater requirements of your existing permit.
If you have any additional questions, please feel free to contact me at [phone] or
[e-mail].
Cc: Central Files
Stormwater Files
Sincerely,
- 4 ?&t,�
Bradley Bennett
Stormwater Permitting Program
State of North Carolina I Emironmental Quality I Energy, Mineral and Land Resources
1612 Mail Service Center 1 512 N, Salisbury St. I Raleigh, NC 27699
919 707 9200 T

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Division of Energy, Mineral and Land Resources
Land Quality Section
National Pollutant Discharge Elimination System
NCG100000
NOTICE OF INTENT
National Pollutant Discharge Elimination System application for coverage under
NCG100000:
STORMWATER DISCHARGES associated with activities classified as
SIC (Standard Industrial Classification) 5015 Used Motor Vehicle Parts
SIC 5093 Automobile Wrecking for Scrap, (except as specified below)
The following activities are specifically excluded from coverage under this General
FOR AGENCY USE ONLY
Date Received
Ycar Month Da
CertificatcofCoverage
Check # Amount
Permit Assi ed to
o I�C�G�dG UL 2�2�16
D
Establishments primarily engaged in the wholesale trade of metal waste and scrap, iron and steel
nonferrous metal scrap (hereafter referred to as the metal waste recycling industry) '1-- .tlI
7Iaci1l G _ C
For questions, please contact the DEMLR Regional Office for your area. See page 4.
(Please print or type)
1) Mailing address of ownerloperator (address to which all permit correspondence will be mailed):
Name Rodney Butler
Street Address 584 McSwain Road
City Forest City State NC ZIP Code 26043
Telephone No. 828 245-3686 Fax: [phone]B4
2) Location of facility producing discharge:
Facility Name Butler Used Auto Parts
Facility Contact
Street Address
City
County
Telephone No.
Email
Rodney Butter ,
584 McSwain Road
Forest City
Rutherford
828 245-3686
[e-mail]
3) Physical Location Information:
State NC ZIP Code 28043
Fax: [phone]
, and
Please provide a narrative description of how to get to the facility (use street names, state road numbers, and
distance and direction from a roadway intersection). At the intersection of Morrow Motor Road and McSwain Road, turn right onto
McSwain Road and travel approximately 115 north and the facility is located on the left.
(A copy of a county map or USGS quad sheet with facility clearly located must be submitted with this application.)
4) Latitude 35° 16' 44.97" N Longitude 81' 51' 21.20" W (deg, min, sec)
5) This NPDES Permit Application applies to which of the following:
8 New or Proposed Facility Date operation is to begin
❑ Existing
Page 1 of 4
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Georgoulias, Bethany
From:
Kucken, Darlene
Sent:
Friday, January 29, 2016 11:18 AM
To:
Georgoulias, Bethany
Subject:
Butler's Auto Salvage - NGCG100133
Hi again —
This is the last one today! And this is mostly an FYI.
I was asked to inspect Butler Auto Sales and Parts, Inc. in Forest City, Rutherford county. This facility was sold, but the
prior owner is staying on as manager. James Environmental was brought in to assess the site, develop a SWPPP, and do
future analytical monitoring. Here's the background:
1. The only thing I have in the file is a Notice of Deficiency dated 4/27/2006. There was no paper follow-up. The
owner reports that Linda Wiggs and Wanda Frazier issued this NOD and then came by a few days later telling
him he was fine and doing a good job and.to ignore the NOD. So he did not change his practices and did not
develop a SWPPP. .
2. The new owner told him he had to have a SWPPP and has developed a draft.
3. 1 was called to "confirm" their draft for sampling locations, etc.
4. 1 found the 17 acre salvage yard to be incredibly clean and organized for its size. I inspected interior and exterior
and only found two locations on the property that had any oil sheen and it was very minor sheening.
5. 1 did not agree with the report on sampling locations and how to address them and Dan Gmitro seemed to take
my suggestions to heart, as did the prior owner.
6. They will conduct the first outfall sampling between now and June 30 and after they establish sampling outfall
structures.
I don't think there is anything for me to do until the sample results come in, but if there is please let me know.
0
That's it! I'll leave you along now until next requests come in @
Darlene Kucken - [e-mail]
North Carolina Dept. of Environmental Quality
Asheville Regional Office
Division of Energy, Mineral, and Land.Resources
2090 U.S. 70 Highway
Swannanoa, NC 28778
Tel: [phone]
Fax: [phone]
E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and
may be disclosed to third parties.
`'�j Go Green! Print this email only when necessary. Thank you for helping NCDENR be environmentally responsible.

F E N I X
P A R T S
Mr, Bradley Bennett
Division of Energy, Minerals & Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, NC 27699-1612
Re.: Notification of Additional Corporate Officers
Dear Mr. Bennett:
November 5, 2015
i
As we discussed on October 15, 201S this letter and attached completed Permit Name/Ownership Change
Forms are notification of the merger of two North Carolina companies with Fenix Parts, Inc. and the names
and address of the corporate officers of Fenix Parts, Inc. The following companies with North Carolina
NPDES General Permit No: NCG100000 for Stormwater Discharges Associated with Used Motor Vehicle
Parts and Automobile Wrecking for Scrap will remain exactly the same including the person legally .
responsible for the permit, as indicated on the attached forms: I
• Tri City Auto Salvage, Inc., COC Number NCG100033
• Butler Auto Parts, COC Number NCG100133
The corporate officers of Fenix Parts, Inc. are:
• Mr. Kent Robertson, CEO
• Mr. Scott Pettit, CFO
With the following mailing address:
[e-mail]
[e-mail]
Fenix Parts, Inc.
One Westbrook Corporate Center, Suite 920
Westchester, IL 60154
(708)-407-7200
appreciate your assistance with this notification and if there is anything else you need please contact
me at [phone] or the above listed address.
i
Sincerely,
Dan Gmitro, PG
VP Environmental Safety and Wealth
dangmitro(clfenixparts.com
Cc: Michael Guarglia, Rodney Butler
Enclosures: Permit Name/ownership Change Form for Butler and Tri-City with Attachments
One Westbrook Corporate Center, Suite 920 • Westchester, IL 60154 • [phone]
www.FenixParts.com

LF5WA
Division of Energy, Mineral & Land Resources
Land Quality Section/Stormwater Permitting
NCDENRNational
Pollutant Discharge Elimination System
N- C--- Oow ,-- 0, ,�awR«°°°
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year
Month
Day
I. Please enter the permit number for which the change is requested.
N PDFS Permit (or) Certificate of Coverage
N C I S 19 1 1 N 10, 0 1 l 1 0 10 1 1 3 3
H. Permit status prior to requested change.
a. Permit issued to (company name): Butler Auto Sales & Parts, Inc.
b. Person legally responsible for permit: Rodney Butler
First Ml Last
General Manager
Title
584 McSwain Rd
Permit holder Mailing Address
Forest City NC 28043
Citv State Zip
[phone] [phone]
Phone Fax
c. Facility name (discharge):
Butler Auto Parts
d. Facility address:
584 McSwain rd
Address
Forest City NC 28043
City State Zip
e. Facility contact person:
Rodney Butler [phone] f
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of:
❑ Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain: Merger: Butler Auto Sales & Parts, Inc. has merged and is now a Fenix
Parts, Inc. Company
b. Permit issued to (company name):
Butler Auto Sales & Parts, Inc.
c. Person legally responsible for permit:
Rodney Butler
First MI Last
General Manager
Title
RECEIVED
584 McSwain Rd
Nov 10 2015
DENR-LAND QUALITY
STORmATER PEROTTNG
d. Facility name (discharge):
e. Facility address:
f. Facility contact person:
Permit Holder Mailing Address
Forest City NC 28043
City State Zip
[phone] [e-mail]
Phone E-mail Address
Butler Auto Parts
584 McSwain Rd
Address
Forest City
NC 28043
City
State Zip
Rodney
Butler
First
MI Last
[phone]
[e-mail]
Phone
E-mail Address
Revised Jan, 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
1V. Permit contact information (if different from the person legally responsible for the permit)
Pen -nit contact:
MI Last
Title
Mailing Address
City State Zip
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
.....................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, Rodney Butler, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be ret rned as incomplete.
Signature Date
APPLICANT CERTIFICATION
I, Dan Gmitro, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete. l
.� _ _. L// 5 15
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan, 27, 2014

Unanimous Written Consent of Directors
And Sole Shareholder of
Butler Auto Sales and Parts, Inc.
Pursuant to Sections 55-7-04 and 55-8-21of the North Carolina Business Corporations
Act (the "Corporations Act"), the undersigned, being the sole shareholder and all of directors of
Butler Auto Sales and Parts, Inc., a North Carolina corporation (the "Company"), consent to the
adoption of the following resolutions without the necessity of a formal meeting of the Board of
Directors or shareholders:
Election of Officers
RESOLVED, the following persons are elected as the Company's officers as indicated
until his respective successors are elected and qualified or until his earlier death, resignation or
removal:
Kent Robertson
President
Scott Pettit
Treasurer, Vice President and Secretary
Craig P. Colmar
Assistant Secretary
Arthur Golden
Assistant Secretary
RESOLVED, that each person who was an officer of the Company immediately prior to
the acquisition of the Company by Fenix Parts, Inc. is hereby redesignated as a Vice President of
the Company, with the same powers and authority previously granted to such officer, until his or
her respective successor is elected and qualified or until his or her earlier death, removal or
acceptance of his or her resignation by the Company.
Appointment of Registered Agent
RESOLVED, that the registered agent for the Company in the state of North Carolina
shall be C T Corporation System, 150 Fayetteville Street, Box 1011, Raleigh, NC 27601. (Wake
County).
Amendment of Bylaws
RESOLVED, the Bylaws of the Corporation shall be amended and restated as set forth on
Exhibit A attached hereto.
Uncertificated Stock
RESOLVED, that Pursuant to Section 55-6-26 of the Corporations Act and the
Company's Bylaws, any shares of the Company's capital stock may be uncertificated shares,
whether upon original issuance, reissuance or subsequent transfer.
Authorization to Act as Guarantor

WHERFAS, this Company is duly authorized to guarantee indebtedness, obligations and
liabilities, whether now existing or hereafter arising, of Fenix Parts, Inc., a Delaware corporation
(the "U.S. Borroiver ") and of U.S. Borrower's subsidiary, Fenix Parts Canada, Inc., a Canadian
corporation (the "Canadian Borrower ");and
WHEREAS, the proper officers of the Borrowers have negotiated with BMO Harris Bank.
N.A. ("BMO Harris"), as administrative agent (together with its successors and assigns in such
capacity, the "Administrative Agent") for the lenders and letter of credit issuers from time to
time party to the Multicurrency Credit Agreement referred to below (such lenders and letter of
credit issuers being hereinafter referred to collectively as the "Leaders"), for loans, letters of
credit, and certain other credit and financial accommodations to the Borrowers, and which
extensions of credit shall mature and bear interest as set forth in the Multicurrency Credit
Agreement and other Loan Documents hereinafter referred to; and
WHEREEAs, as a condition precedent to the extension of said loans, letters of credit, and
such other credit or financial accommodations from the Lenders to the Borrowers, the Lenders
require that this Company enter into a credit agreement with the Lenders setting forth the terms
and conditions of the guarantee of such loans, letters of credit and other extensions of credit and
that this Company secure such guarantee by granting to the Administrative Agent for the benefit
of the Lenders a security interest in and lien on all or substantially all of this Company's assets
and property, whether now owned or hereafter acquired; and
WHEREAS, there are now before this Board of Directors forms of (i) an Additional
Guarantor Supplement to Multicurrency Credit Agreement (the "Multicurrency Credit
Agreement ") to be entered into by this Company, the Administrative Agent, and the Lenders
setting forth the terms and conditions applicable to said guarantee and the covenants,
agreements, representations and warranties to be made by this Company in connection therewith,
and (ii) an Assumption and Supplement to Security Agreement (the "Security Agreement ") to be
executed and delivered by this Company granting the Administrative Agent for the benefit of the
Lenders a security interest in and lien on this Company's personal property and fixtures
described therein, whether now owned or hereafter acquired; and
WHEREAS, said Credit Agreement and Security Agreement, having been examined by this
Board, are in the judgment of this Board in proper form for their intended purposes; and
Now, TFEEREFORE, BE IT AND IT Is HERLBY RESOLVED by the Board of Directors of
Butler Auto Sales and Parts, Inc. as follows:
I . The guaranteeing of the indebtedness, obligations and liabilities of the Borrowers,
whether now outstanding or hereafter arising, to the Administrative Agent and the Lenders, and
the granting of collateral security therefor as aforesaid, all on the terms and conditions set forth
in the documents now before this Board, is in the best interest of this Company, and this
Company will benefit, directly or indirectly, from such loans and financial accommodations
being made available to the Borrowers.
2

2. Any one of the following officers of this Company: President, any Vice
President, and Treasurer, be and the same each is hereby authorized, empowered and directed
for, in the name and on behalf of this Company to execute and deliver to the Agent and the
Lenders (i) a Multicurrency Credit Agreement and (ii) a Security Agreement (each of the
foregoing as so executed together with any Perfection Certificate called for thereby and any
deposit account, securities account and commodity account control agreements, collateral access
agreements, stock/membership powers and proxies, and such other instruments and documents
delivered under or otherwise in connection with such Multicurrency Credit Agreement and
Security Agreement as so executed being hereinafter referred to collectively as the "Loan
Documents") containing substantially the terms, conditions and provisions as set forth in the
forms of Multicurrency Credit Agreement and Security Agreement, respectively, now before the
board of directors and hereby approved and/or such additional, modified or revised terms as may
be acceptable to said officer as evidenced by her/his execution thereof and any and all
amendments and supplements to the Loan Documents and to also execute and deliver to the
Agent such security agreements, assignments, mortgages and other instruments and documents
as may from time to time be required by the Administrative Agent in connection with any of the
Loan Documents, and any and all amendments and supplements to such security agreements,
assignments, mortgages and other instruments and documents, all on such terms and conditions
and for such consideration as any of the foregoing officers may in her/his sole discretion deem
proper as evidenced by her/his execution thereof.
3. Any one of the officers of this Company mentioned in resolution number two (2)
above , and any other officer, employee, or agent of this Company appointed pursuant to the
terms of the Multicurrency Credit Agreement is hereby authorized, empowered and directed for,
in the name and on behalf of this Company to execute such further instruments and documents
and to perform such further acts and things as may by any one of them be deemed necessary or
appropriate to comply with or evidence compliance with any of the terms, provisions or
conditions of any of the Loan Documents and any note, security agreement, assignment,
mortgage or other instrument or document executed pursuant to the authority contained in these
resolutions and any other requirement or condition specified by the Administrative Agent or the
Lenders in respect thereto, including without limitation the execution and filing of any financing
statement or similar notice or instrument.
4. The Secretary or Assistant Secretary of this Company shall deliver to the
Administrative Agent and the Lenders a certified copy of these resolutions and shall file with the
Administrative Agent and the Lenders from time to time the names of the officers, agents and
employees of this Company at the time authorized by these resolutions to act in the premises
together with the specimen signatures of such officers, agents and employees. The
Administrative Agent and the Lenders shall be entitled as against this Company conclusively to
presume that the persons so certified continue to be authorized to act as such on behalf of this
Company until otherwise notified in writing by the Secretary or other officer of this Company
and that each of the foregoing resolutions shall continue in force until express written notice of
its rescission or modification has been received by the Administrative Agent and the Lenders
(but no such rescission or modification shall affect any transaction occurring before the actual
receipt by the Administrative Agent and the Lenders of such written notice), and, if the authority
therein contained shall be terminated by operation of law without such notice, it is hereby
3

resolved and agreed for the purpose of inducing the Administrative Agent and the Lenders to act
hereunder that each of the Administrative Agent and the Lenders shall be saved harmless from
any loss suffered or liability incurred by it in so acting under such authority without such notice
of its termination.
5. These resolutions shall be in addition to and supplementary of any and at] other
resolutions of this Board of Directors now or hereafter on file with the Administrative Agent or
any Lender, and nothing herein contained shall be deemed to amend, revoke or modify any of
such other resolutions or any of the authority therein contained.
Omnibus Resolutions
RESOLVED, that the officers of the Company are authorized and directed, in the name
and on behalf of the Company, or otherwise, to execute all such instruments, documents and
certificates and to take all such further and additional action in connection with the resolutions
set forth above as they may deem necessary, advisable or proper to effect the intent and purposes
of such resolutions and any such actions taken prior to this date are ratified and approved.
Dated; October 7 , 2015
Kent Robertson, Director
Scott Pettit, Director
Sole Shareholder:
Fenix Parts, Inc.
, o- - P4,- -, -
Kent Robertson, President and CEO
Being the sole shareholder and all of the members of the Board of Directors of the Company
4

resolved and agreed for the purpose of inducing the Administrative Agent and the Lenders to act
hereunder that each of the Administrative Agent and the Lenders shall be saved harmless from
any loss suffered or liability incurred by it in so acting under such authority without such notice
of its termination.
5. These resolutions shall be in addition to and supplementary of any and all other
resolutions of this Board of Directors now or hereafter on file with the Administrative Agent or
any Lender, and nothing herein contained shall be deemed to amend, revoke or modify any of
such other resolutions or any of the authority therein contained.
Omnibus Resolutions
RESOLVED, that the officers of the Company are authorized and directed, in the name
and on behalf of the Company, or otherwise, to execute all such instruments, documents and
certificates and to take all such further and additional action in connection with the resolutions
set forth above as they may deem necessary. advisable or proper to effect the intent and purposes
of such resolutions and any such actions taken prior to this date are ratified and approved.
Dated: October 7 , 2015
Kent Robertson, Director
Doeusi9ned by:
'Ce7T pe77,V-
93BK2t9E3�Gu�p.,.
Scott Pettit, Director
Sole Shareholder:
Fenix Parts, Inc.
Kent Robertson, President and CEO
Being the sole shareholder and all orthe members ojthe Board of Directors of the Company

Bylaws of
Butler Auto Sales and Parts, Inc.
Table of Contents
Article1 Offices.............................................................................................................................. 1
1.1 Registered Office............................................................................................... ••...... 1
1.2 Other Offices.................................................................................................................... 1
Article2 Stockholders.....................................................................................................................
1
2.1
Annual Meeting...............................................................................................................
1
2.3
Special Meetings..............................................................................................................
2
2.4
Place of Meetings.............................................................................................................
2
2.5
Notice of Meetings ....................
2.6
Quorum............................................................................................................................
2
2.7
Voting...............................................................................................................................2
2.8
Proxies...................................................................................................•.........................
3
2.9
Voting List............................................................................................................•...........
3
2.10
Inspectors.................................................................................................................•..
3
2.11
Adjournments..............................................................................................................3
2.12
Action by Consent.......................................................................................................
4
2.13
Notice to Stockholders by Electronic Transmission...................................................
4
Article3 Directors........................................................................................................................... 4
3.1 General Powers................................................................................................................ 4
3.2 Number and Term of Office............................................................................................. 5
3.3 Regular Meetings............................................................................................................. 5
3.4 Special Meetings.............................................................................................................. 5
3.5 Notice of Special Meetings .................................
3.6 Quorum............................................................................................................................ 5
3.7 Participation by Telephone.............................................................................................. 6
3.8 Voting......................................................•. .................6
3.9 Resignation...............................................................................•...................................... 6
3.10 Removal ............................................................•.....................................................6
3.11 Vacancies.....................................................................................................................6
3.12 Compensation............................................................................................................. 6
3.13 Committees................................................................................................................. 6
3.14 Action by Consent....................................................................................................... 7
3.15 Lead Director.............................................................................................................. 7
Article4 Officers............................................................................................................................ 7
4.1 Principal Officers.............................................................................................................7
4.2 Election and Term of Office............................................................................................. 7
4.3 Resignation...................................................................................................................... 8

4.4 Removal...........................................................................................................................8
4.5 Vacancies..............................................................................................................•.......... 8
4.6 Chairman of the Board..........................................................•.......................................... 8
4.7 President...........................................................................................................................8
4.8 Chief Operating Officer................................................................................................... 8
4.9 Treasurer.......................................................................................................................... 9
4.10 Vice Presidents............................................................................................................ 9
4.11 Secretary......................................•................................................... ....................... 9
4.12 Assistant Officers........................................................................................................ 9
4.13 Salaries........................................................................................................................9
Article 5 Indemnification
Article6 Stock..........................................................................
6.1 Stock Certificates.......................................................
6.2 Endorsements.............................................................
6.3 Transfers....................................................................
6.4 Lost Certificates.........................................................
6.5 Stockholders of Record ..............................................
6.6 Record Date...............................................................
Article 7 General Provisions
7.1 Contracts
7.2 Loans..........................................................
7.3 Checks........................................................
7.4 Depositories ...............................................
7.5 Fiscal Year ..................................................
7.6 Corporate Seat ............................................
7.7 Waiver of Notice ........................................
7.8 Evidence of Authority ................................
7.9 Transactions with Interested Parties ..........
7.10 Use of Words ........................:................
7.11 Electronic Transmission ........................
Article 8 Amendments..............................................................
8.1 By Board of Directors ................................................
8.2 By Stockholders.........................................................
M
................. 11
................................... 13
........................................ 13
................................... ..... I........... 13
.......... ................. I........................ 13
.................................................... 13
.................................................... 13
.................................................... 13
.................................................... 13
.................................................... 14
.................................................... 14
•................................................... 14
.................................................... 15
............................. 15
;.....................I......15
............................ 15

Bylaws of
Butler Auto Sales and Parts, Inc.
(Effective October _, 2015)
Article 1
Offices
1.1 Registered Office
The Corporation's registered office in the State of North Carolina shall be located at 150
Fayetteville Street, Box 1011, Raleigh, NC 27601 (Wake County), and its registered agent shall be
C T Corporation System. The Corporation's registered office and registered agent may be changed at
any time by the board of directors.
1.2 Other Offices
The Corporation may also have other offices, either within or outside the State of North
Carolina, as the board of directors determines or as the Corporation's business requires.
Article 2
Stockholders
2.1 Annual Meeting
An annual meeting of stockholders for the election of directors and the transaction of any
other business which properly comes before the meeting shall be held between March 31 and
October 31 of each year, on the date fixed by the board of directors.
2.2 Business at Annual Meetings of Stockholders
(a) At an annual meeting of the stockholders, only such nominations for director will be
made and only such other business will be conducted as will have been properly brought before the
meeting. To be properly brought before an annual meeting, nominations and other business must be:
either (1) proposed by or at the direction of the board of directors, either pursuant to the
Corporation's notice of the meeting in compliance with Section 2.5 of these Bylaws or otherwise; or
(2) proposed to be brought before the meeting by any stockholder of record (i) who is entitled to vote
at the meeting, (ii) who gives timely notice of the proposed business in compliance with this Section
2.2, and (iii) who is a stockholder of record at the time of giving notice. In addition, for any business
to be properly brought before an annual meeting by a stockholder, the business must be a proper
matter for stockholder action.
(b) To be timely, a stockholder's notice of proposed business must be addressed to the
secretary of the Corporation and received at the Corporation's principal executive offices no later
than the close of business on the 90th day, and no earlier than the close of business on the 120th day,
prior to the first anniversary of the preceding year's annual meeting of stockholders. If, however, the
date of the annual meeting is more than 30 days before or after the first anniversary, the
stockholder's notice must be received no later than the close of business on the 90th day, and no
earlier than the 120th day, prior to the annual meeting.

(c) The stockholder's notice to the secretary shall include, for each item of business that
the stockholder proposes to bring before the annual meeting, a brief description of the business and
the reasons for conducting the business at the annual meeting. The stockholder's notice shall also
include the stockholder's name and address as they appear on the Corporation's books, the name and
address of the of the beneficial owner, if any, on whose behalf the stockholder is acting and the
number of shares of the Corporation's stock beneficially owned by the beneficial owner, and a
statement of any interest of the stockholder or beneficial owner in the business proposed to be
brought before the meeting.
(d) The chairman of the annual meeting shall have the power to determine whether any
business was not property brought before the annual meeting in accordance with the procedures in
this Section 2.2. If the chairman determines that any business was not properly brought before the
meeting, the chairman shall inform the meeting that the business was not brought properly before the
meeting and that the business may not be transacted.
2.3 Special Meetings
A special meeting of stockholders may be called for any purpose or purposes by the chairman
of the board or the president and chief executive officer, or by the secretary of the Corporation at the
direction of the board of directors. The business transacted at any special meeting of stockholders
shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting.
2.4 Place of Meetings
Meetings of stockholders shall be held at the place designated by the board of directors,
which may be within or outside the State of North Carolina. If the Board does not designate a place,
the place shall be the Corporation's principal office.
2.5 Notice of Meetings
Written notice of each meeting of stockholders shall be given to all stockholders entitled to
vote at the meeting at least 10 but not more than 60 days prior to the meeting (unless otherwise
provided by law). The notice shall state the date, place and time of the meeting, and in the case of a
special meeting of stockholders, the purpose or purposes for which the meeting is called. If mailed,
the notice shall be considered given when deposited in the United States mail, proper postage
prepaid, directed to the stockholder at his address as it appears on the Corporation's records. If
electronically transmitted, the notice shall be considered given as provided in Section 2.13.
2.6 Quorum
The holders of a majority of the shares entitled to vote at a meeting of stockholders, present
in person or represented by proxy, shall constitute a quorum for the transaction of business at the
meeting, except as otherwise provided by law or by the Corporation's certificate of incorporation.
2.7 Voting
Each holder of common stock shall be entitled to one vote for each share of common stock
that he holds of record. When a quorum is present at any meeting of stockholders, the affirmative
vote of holders of a majority of the shares present in person or represented by proxy, entitled to vote

on a matter and voting shall decide the matter, except as provided in Section 3.2, Section 8.2, or
when a different vote is required by law or by the Corporation's certificate of incorporation.
2.8 Proxies
Each stockholder entitled to vote at a meeting of stockholders, or to consent to corporate
action without a meeting, may authorize another person to act for him by proxy authorized by an
instrument in writing or by electronic transmission and delivered to the secretary of the Corporation
prior to or at the time of the meeting or other action. No proxy may be voted or acted on more than
three years after its date, unless the appointment expressly provides for a longer period. A
stockholder may revoke his appointment of a proxy by an instrument in writing or by electronic
transmission delivered to the secretary of the Corporation, by a subsequent appointment or by
attendance at the meeting and voting in person. Any electronic submission pursuant to this section
must either set forth or be submitted with information from which the Corporation can determine that
such electronic transmission was authorized by the stockholder.
2.9 Voting List
At least 10 days before every meeting of stockholders, the secretary of the Corporation shall
prepare a complete alphabetical list of the stockholders entitled to vote at the meeting, showing the
address of each stockholder and the number of shares registered in his name. The Corporation shall
not be required to include electronic mail addresses or other electronic contact information on such
list. This list shall be open to the examination of any stockholder, for any purpose germane to the
meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is provided with the notice
of the meeting; or (ii) during ordinary business hours, at the Corporation's principal place of
business. The list also shall be produced and kept open during the meeting of stockholders and may
be inspected by any stockholder who is present.
2.10 Inspectors
The board of directors shall appoint in advance of any meeting of stockholders one or more
inspectors to act at the meeting. If no inspector appointed is able to act at the meeting, the chairman
of the meeting shall appoint one or more inspectors. Each inspector shall take and sign an oath
faithfully to carry out the duties of inspector with strict impartiality and according to the best of his
ability. The inspectors shall determine the number of shares outstanding and the voting power of
each, determine the shares represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, determine (and retain for a reasonable period a record of) the disposition of any
challenges made to any determination of the inspectors, and certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots.
2.11 Adjournments
Any meeting of stockholders may be adjourned to another time or place by the holders of a
majority of the shares present or represented by proxy at the meeting and entitled to vote, even
though less than a quorum. Notice need not be given of the adjourned meeting if the time and place
of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than 30 days or, after the adjournment, a new record date is fixed for the

adjourned meeting. The Corporation may transact any business at the adjourned meeting which
might have been transacted at the original meeting.
2.12 Action by Consent
Any action which may be taken at a meeting of stockholders may be taken without a meeting
(and without prior notice) if a consent or consents in writing, setting forth the action taken, are signed
by the holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares entitled to vote were present
and voted. An electronic transmission consenting to an action to be taken shall be deemed to be
written, signed and dated for the purposes of this section, provided that it either sets forth or is
delivered with information from which the Corporation can determine that such electronic
transmission was authorized by the stockholder or proxy holder (or their authorized agents) and the
date on which it was transmitted. Prompt notice of the taking of any corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not
consented.
2.13 Notice to Stockholders by Electronic Transmission
(a) Without limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders given by the corporation under any provision of the North
Carolina Business Corporations Act (the "Corporations Laws"), the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by
written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is
unable to deliver by electronic transmission two consecutive notices given by the corporation in
accordance with such consent and (2) such inability becomes known to the secretary or an assistant
secretary of the corporation or to the transfer agent, or other person responsible for the giving of
notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action.
(b) Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by
facsimile telecommunication, when directed to a number at which the stockholder has consented to
receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (3) if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and
(ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when
directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer
agent or other agent of the corporation that the notice has been given by a form of electronic
transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Article 3
Directors
3.1 General Powers
The Corporation's business and affairs shall be managed by or under the direction of a board
of directors, which may exercise all of the powers of the Corporation except as otherwise provided
4

by law or by the Corporation's certificate of incorporation.
3.2 Number and Term of Office
The number of directors constituting the board of directors shall be two. The number of
directors may be changed by a resolution of the board of directors or the stockholders, but if changed,
no decrease in the number of directors shall affect the term of any incumbent. Directors shall be
elected at the annual meeting of stockholders. Each director shall be elected by the vote of a majority
of the votes cast in respect of the director's election, with the exception that if the number of
nominees for election exceeds the number of directors to be elected, the directors shall be elected by
the vote of a plurality of the shares present in person or represented by proxy and entitled to vote on
the election of directors. For purposes of this section 3.2, a "majority of the votes cast" means that
the number of shares voted "for'' the director's election exceeds the number of shares voted "against"
the director's election. If an incumbent director is not re-elected, the director shall tender his
resignation to the board of directors. The Nominating and Governance Committee shall make a
recommendation to the Board whether to accept or reject the director's resignation or whether other
action should be taken. The Board shall act on the Committee's recommendation and publicly
disclose its decision and the rationale behind it within 90 days from the date of certification of the
election results. The director who tendered his resignation shall not participate in Committee's
deliberations (if he is a member of the Committee) or in the Board's decision. Each director shall
hold office until his successor is elected or until his earlier death, resignation or removal. Despite the
expiration of a director's term, the director shall continue to serve in office until the next meeting of
stockholders at which directors are elected. Directors need not be stockholders of the Corporation.
3.3 Regular Meetings
Regular meetings of the board of directors shall be held, at least once each fiscal quarter, at
the times and places determined by the board of directors. Notice of a regular meeting of the board of
directors need not be given (except to a director who was absent when the determination of the time
and place was made).
3.4 Special Meetings
Special meetings of the board of directors may be held at any time at the call of the chairman
of the board, the president, the lead director (if applicable) or any two directors. Special meetings
shall be held at the Corporation's principal office unless the board of directors designates a different
location.
3.5 Notice of Special Meetings
Written notice of a special meeting of the board of directors shall be given to each director at
his business address by the secretary of the Corporation, or by the officer or one of the directors
calling the meeting, by personal delivery, electronic transmission, overnight courier service or mail at
least 48 hours prior to the meeting. The notice shall state the time and place of the meeting but need
not specify the purpose of the meeting.
3.6 Quorum
A majority of the total number of directors shall constitute a quorum to transact business at

all meetings of the board of directors. In the absence of quorum at any meeting, a majority of the
directors present may adjourn the meeting without further notice other than announcement of the
time and place of the adjourned meeting.
3.7 Participation by Telephone
A director or member of any committee designated by the board of directors may participate
in any meeting of the board of directors or of such committee by conference telephone or similar
communications equipment which enables all persons participating in the meeting to hear one
another, and participation in this manner shall constitute presence in person at the meeting.
3.$ Voting
The vote of a majority of the directors present at any meeting of the board of directors at
which a quorum is present shall be the act of the board of directors, unless the vote of a greater
number is required by the Corporation's certificate of incorporation.
3.9 Resignation
A director may resign at any time by written notice to the Corporation at its principal office
or to the chairman of the board, president or secretary. Unless otherwise specified in the director's
notice, his resignation shall be effective on receipt by the Corporation or designated officer.
3.10 Removal
Any director may be removed, for cause, at any special meeting of stockholders called for
that purpose, by the affirmative vote of holders of a majority of the shares then entitled to vote at an
election of directors.
3.11 Vacancies
Any vacancy in the board of directors created by a director's resignation, death or removal,
or any vacancy arising because of an increase in the number of directors may be filled by the
incumbent directors. A director elected to fill a vacancy shall hold office for the balance of the term
for which he was elected.
3.12 Compensation
The board of directors may establish reasonable fees to be paid to directors for their services,
and may also authorize the payment of their expenses, if any, reasonably incurred in attending
meetings of the board of directors.
3.13 Committees
The board of directors, by resolution passed by a majority of the whole Board, may create
one or more committees (for example, a Compensation Committee or an Audit Committee) of two or
more directors to serve at the Board's pleasure. The board of directors may designate one or more
directors as alternate members of any committee who may replace any absent or disqualified member
of the committee at any meeting of the committee. To the extent provided in the resolution creating
each committee, and subject to the limitations imposed by law, the committee shall have and may

exercise all of the powers and authority of the board of directors in respect of matters within the
scope of the committee's authority. Unless the resolution creating any committee specifies it greater
number, a majority of the members of the committee shall constitute a quorum, and a majority of it
quorum shall be necessary for committee action. Subject to the direction of the board of directors,
each committee shall determine the time and place of its meetings and establish appropriate rules to
govern its activities.
3.14 Action by Consent
Any action which may be taken at a meeting of the board of directors or of any committee of
the board of directors may be taken without a meeting (and without prior notice) if all members of
the board or committee, as the case may be, consent thereto in writing or by electronic transmission,
and the writings or electronic transmissions, setting forth the actions taken, are filed with minutes of
proceedings of the board of directors or the committee.
3.15 Lead Director
If the Corporation's president and chief executive officer, or any other officer or employee of
the Corporation, is serving as the chairman of the board, the board may appoint an outside director as
the lead director, and if appointed, the lead director will have the qualifications and duties described
in this Section 3.15.
The lead director shall be independent under the listing standards of the National Association
of Securities Dealers, Inc., and shall serve at the board's pleasure until the next election of directors
by the stockholders. The lead director shall: working with the chairman of the board, coordinate the
scheduling and agenda of board meetings and the preparation and distribution of agenda materials;
preside when the board meets in executive session or otherwise in the absence of the chairman of the
board; call special meetings of the board when he considers appropriate; oversee the scope, quality
and timeliness of the flow of information from the Corporation's management to the board; and serve
as an independent point of contact for stockholders wishing to communicate with the board other
than through the chairman of the board.
Article 4
Officers
4.1 Principal Officers
The principal officers of the Corporation shall consist of it president, treasurer, and secretary,
and if the board of directors considers it advisable, a chief operating officer. The board of directors
may elect a chairman of the board from among the directors and may appoint such other officers and
assistant officers, including one or more vice presidents, assistant treasurers and assistant secretaries
as the board considers advisable. More than one office may be held by the same person.
4.2 Election and Term of Office
The president, treasurer, secretary, and chief operating officer (if one is elected) shall be
elected annually by the board of directors at the first meeting of the board of directors following the
annual meeting of stockholders. A chairman of the board and other officers may be elected or
appointed at this meeting or at any other meeting. Each officer shall hold office until his successor is

elected and qualified or until his earlier death, resignation or removal. The election or appointment of
an officer shall not of itself create any contract rights.
4.3 Resignation
An officer may resign at any time by written notice to the Corporation at its principal office
or to the chairman of the board, president or secretary. Unless otherwise specified in the officer's
notice, his resignation shall be effective on receipt by the Corporation or designated officer.
4.4 Removal
Any officer may be removed by the board of directors, with or without cause, whenever in its
judgment the officer's removal would serve the Corporation's best interests. Unless the board of
directors determines otherwise, no officer who is removed shall have any right to compensation as an
officer for any period following his removal except as provided in an authorized contract with the
Corporation.
4.5 Vacancies
The board of directors may fill a vacancy in any office occurring for any reason or may leave
any vacant office unfilled other than the offices of president, Treasurer or secretary.
4.6 Chairman of the Board
The chairman of the board, if one is elected, shall confer with the president on matters of
general policy affecting the day- to -day management of the Corporation's business and have such
other powers and duties as the board of directors assigns. The chairman of the board shall preside at
all meetings of the board of directors.
4.7 President
The president shall be the Corporation's chief executive officer and, subject to the direction
of the board of directors and such supervisory powers, if any, that the board may give to the
chairman of the board, shall have general charge of the Corporation's business and day-to-day
management. He shall also supervise the Corporation's other officers and see that all resolutions and
orders of the board of directors are carried into effect. He shall preside at all meetings of the
stockholders and, in the absence of the chairman of the board or if one is not elected, at all meetings
of the board of directors. In general, the president shall have the powers and duties usually vested in
the office of president of a corporation and such other powers and duties as the board of directors
assigns.
4.8 Chief Operating Officer
The chief operating officer of the Corporation shall be responsible, under the president's
direction, for overseeing the Corporation's day-to-day business operations. The chief operating
officer shall have the powers and duties usually vested in the office of chief operating officer of a
corporation and such other powers and duties as the president or the board of directors assigns.

4.9 Treasurer
The treasurer of the Corporation shall be responsible, under the president's direction, for all
financial and accounting matters, including custody of the Corporation's funds and securities and
responsibility for depositing, investing and disbursing the Corporation's funds. The treasurer shall
have the powers and duties usually vested in the office of treasurer of a corporation and such other
powers and duties as the president or board of directors assigns.
4.10 Vice Presidents
The vice president, if one is appointed, or, if there is more than one, the vice presidents, shall
assist the president as he directs in the management of the Corporation's business and the
implementation of resolutions and orders of the board of directors. If there is more than one vice
president, the board of directors may give them titles that are descriptive of their respective functions
or indicative of their relative seniority. In the event of the absence or inability to act of the president,
the vice president, or if there is more than one, the vice presidents in the order of their seniority as
indicated by their titles or as otherwise determined by the board of directors, shall perform the duties
of president. The vice president or vice presidents shall also have such other powers and duties as the
president or board of directors assigns.
4.11 Secretary
The secretary shall the powers and duties usually vested in the office of secretary of a
corporation, including custody of the Corporation's corporate records and responsibility for sending
all notices to stockholders and directors required by law or by these Bylaws and recording all
proceedings of meetings of the stockholders and the directors. The secretary shall have authority to
certify copies of these Bylaws, resolutions of the stockholders and directors and other documents of
the Corporation as true and correct and shall also such other powers and duties as the president or
board of directors assigns.
4.12 Assistant Officers
The assistant treasurer and the assistant secretary (or if more than one is appointed, the
assistant treasurers and assistant secretaries in the order determined by the board of directors) shall
perform the duties of the treasurer or secretary, as the case may be, in the event of his absence or
inability to act. Each assistant treasurer or assistant secretary shall also have such powers and duties
as the president or board of directors assigns.
4.13 Salaries
Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement
as the board of directors determines. No officer shall be prevented from receiving a salary by reason
of the fact that he is also a director.
Article 5
Indemnification
5.1 Third Party Suits

The Corporation shall indemnify each person who was or is made a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the right of the Corporation (a
"proceeding") by reason of the fact that he, or the person of whom he is the legal representative, is or
was a director or officer of the Corporation or, while a director or officer, is or was serving at the
Corporation's request as a director, officer, trustee, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees),
judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement that he reasonably
incurs in connection with the proceeding, to the fullest extent authorized by the Corporations Laws,
as it now exists and as it may be amended (but in the case of any amendment, only to the extent that
the amendment authorizes the Corporation to provide broader indemnification rights than were
permitted prior to the amendment).
5.2 Derivative Suits
The Corporation shall indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) that he reasonably incurs in connection
with the defense or settlement of such action or suit to the fullest extent authorized by the
Corporations Laws, as it now exists and as it may be amended (but in the case of any amendment,
only to the extent that the amendment authorizes the Corporation to provide broader indemnification
rights than were permitted prior to the amendment).
5.3 Suits Initiated by Director or Officer
Notwithstanding Sections 5.2 and 5.3, and except with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any director or officer seeking
indemnity in connection with a proceeding initiated by such director or officer only if such
proceeding was authorized or approved by the board of directors.
5.4 Survival of Indemnification
The right to indemnification shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of his heirs and legal representatives.
5.5 Expenses Payable in Advance
The right to indemnification shall include the right to be paid by the Corporation the
expenses incurred in defending any proceeding in advance of its final disposition. Payment of such
expenses shall be made, however, only upon delivery of an undertaking by the director or officer to
repay all amounts advanced if it is ultimately determined that he is not entitled to indemnification
under this Article (or otherwise).
10

5.6 Non -Exclusivity of Indemnification
The right to indemnification under this Article shall not be exclusive of any other rights that a
director or officer may have by law, under the corporation's certificate of incorporation, these
Bylaws or any contract or by vote of the stockholders or disinterested directors or otherwise.
5.7 Indemnification of Employees and Agents
The Corporation, by action of its board of directors, may provide indemnification to its
employees and agents with the same scope and effect as the indemnification provided to its directors
and officers in this Article.
5.8 Insurance
The Corporation may purchase and maintain insurance on its own behalf and on behalf of
any person who is or was a director, officer, employee or agent of the Corporation or is or was
serving at the Corporation's request as a director, officer, trustee, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, whether or not the Corporation would have the
power to indemnify such person against such liability under this Article 5 or the Corporations Laws.
Article 6
Stock
6.1 Stock Certificates
The shares of the Corporation shall be represented by certificates. The board of directors may
provide by resolution that some or all of the Corporation's stock shall be uncertificated shares, but
any such resolution shall not apply to any shares represented by a certificate until the certificate is
surrendered to the Corporation. In any case, every holder of stock represented by certificates, and
upon request every holder of uncertificated shares, shall be entitled to a certificate representing the
number of shares registered in his name. Each certificate shall be signed by or in the name of the
Corporation by the chairman of the board or the president or a vice president and by the secretary or
an assistant secretary. Any or all of the signatures on the certificate may be a facsimile. If any officer,
transfer agent or registrar who has signed a certificate, or whose facsimile signature has been placed
upon a certificate, ceases to serve before the certificate is issued, the certificate may be issued with
the same effect as if the officer, transfer agent or registrar were still serving at the time of issuance.
All certificates shall be in the form prescribed by the board of directors, and shall be consecutively
numbered or otherwise identified. The name and post office address of the person to whom the shares
represented by the certificate are issued, with the number of shares and date of issuance, shall be
entered on the Corporation's stock transfer books.
6.2 Endorsements
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to
the Corporation's certificate of incorporation, these Bylaws, applicable securities laws or an
agreement between the Corporation and any number of stockholders shall have conspicuously noted
on the face or back of the certificate either the full text of the restriction or a statement that the shares
11

of stock represented by the certificate are subject to the restriction.
6.3 Transfers
Shares of stock of the Corporation may be transferred on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the certificate representing such shares properly
endorsed or accompanied by a written assignment or power of attorney properly executed, with such
proof of authority or authenticity of signature as may be required by rules and regulations adopted by
the board of directors. Whenever any transfer of shares is made for collateral security and not
absolutely, it shall be so expressed in the entry in the Corporation's stock transfer books if, when the
certificate is presented for transfer, both the transferor and the transferee request the Corporation to
do so.
6.4 Lost Certificates
The Corporation may issue a new certificate of stock in place of any certificate previously
issued which is alleged to have been lost, stolen or destroyed on such terms and conditions as the
board of directors may prescribe, including presentation of reasonable evidence of such loss, theft or
destruction and such bond or other indemnity as the board of directors requires for the protection of
the Corporation and its transfer agent.
6.5 Stockholders of Record
Except as may be otherwise required by law, the Corporation shall be entitled to treat the
holder of record of any shares of its stock as shown on its stock transfer records as the owner of those
shares for all purposes, including the payment of dividends and the right to vote, until the shares have
been transferred on the Corporation's stock transfer records in accordance with these Bylaws,
regardless of any intervening transfer, pledge or other disposition of the shares.
6.6 Record Date
The board of directors may fix a date in advance as the record date for purposes of
determining the stockholders entitled to notice of or to vote at any meeting of stockholders, to
consent to corporate action without a meeting, to receive payment of any dividend or other
distribution, to exercise any rights in respect of any change, conversion or exchange of stock, or for
purposes of any other lawful action. The record date may be fixed within these limits:
(i) the record date for determining the stockholders entitled to notice of and to vote
at any meeting of stockholders shall not be less than 10 or more than 60 days prior to the date
of the meeting;
(ii) the record date for determining the stockholders entitled to consent to corporate
action without a meeting shall not be earlier than the date of the resolution fixing the record
date or more than 10 days after such date; and
(iii) the record date for determining the stockholders for any other purpose shall not
be earlier than the date of the resolution fixing the record date or more than 60 days prior to
the action for which the determination is being made.
12

If the board of directors does not fix a record date:
(i) the record date for determining the stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day before the date on
which notice is given;
(ii) the record date for determining stockholders entitled to consent to corporate
action without it meeting shall be the first date on which a signed consent setting forth the
action taken or proposed to be taken is delivered to the Corporation; and
(iii) the record date for determining the stockholders for any other purpose shall be the
close of business on the day that the board of directors adopts the resolution authorizing the
action with respect to which the determination is being made.
Article 7
General Provisions
71 Contracts
The board of directors may authorize any officer or officers to enter into any contract or
agreement for the Corporation. This authorization may be general or confined to specific instances.
7.2 Loans
The Corporation shall not borrow money unless authorized by the board of directors. This
authorization may be general or confined to specific instances.
7.3 Checks
All checks, drafts and other orders for the payment of money, and all promissory notes and
other evidences of indebtedness issued in the Corporation's name, shall be signed by the officer or
officers and in the manner authorized by the board of directors.
7.4 Depositories
All funds of the Corporation shall be deposited in its name in the banks, trust companies or
other depositories authorized by the board of directors.
7.5 Fiscal Year
The Corporation's fiscal year shall be fixed by the board of directors.
7.6 Corporate Seal
The corporate seal shall be in such form as the board of directors approves.
7.7 Waiver of Notice
Whenever notice is required to be given by law, the Corporation's certificate of incorporation
or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic
13

transmission by the person entitled to notice, at any time before or after the time stated in the waiver,
shall be considered equivalent to proper notice. Attendance of a person at any meeting shall
constitute a waiver of notice of the meeting, unless the person attends for the express purpose of
objecting, at the beginning of the meeting, to transacting any business the meeting because the
meeting was not lawfully called or convened.
7.8 Evidence of Authority
A certificate by the secretary or an assistant secretary as to any action taken by the
stockholders or board of directors or any committee of the board of directors or officer of the
Corporation shall be conclusive evidence of such action as to all persons who rely on the certificate
in good faith.
7.9 Transactions with Interested Parties
No contract or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board of directors or committee which
authorizes the contract or transaction, or solely because his or their votes are counted for such
purpose, if:
(a) the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the board of directors or the committee, and the
Board or committee in good faith authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though the disinterested directors are
less than a quorum;
(b) the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote on the matter, and
the contract or transaction is specifically approved in good faith by the vote of the
stockholders; or
(c) the contract or transaction is fair as to the Corporation as of the time that it is
authorized, approved or ratified by the board of directors, committee or stockholders.
Interested directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee of directors which authorizes the contract or transaction.
7.10 Use of Words
Whenever the context requires, words used in these Bylaws in the singular shall be
considered to be in the plural, and conversely. Similarly, the words "he," "his" and "him" shall be
considered "she" or "her" or "it" or "its" when appropriate to the reference.
14

7.11 Electronic Transmission
For purposes of these Bylaws, "electronic transmission" means any form of communication;
not directly involving the physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by
such a recipient through an automated process.
Article 8
Amendments
8.1 By Board of Directors
These Bylaws may be amended or repealed or new bylaws may be adopted by the affirmative
vote of a majority of the directors present at any regular or special meeting of the board of directors
at which a quorum is present.
8.2 By Stockholders
These Bylaws may be amended or repealed or new bylaws may be adopted by the affirmative
vote of holders of a majority of the shares entitled to vote at any annual meeting of stockholders or at
any special meeting of stockholders at which notice of the meeting included a statement or
description of the proposed amendment, repeal or adoption of new bylaws.
15

Execution
Copy
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.

Table of Contents
Article1 Definitions....................................................................................................................... 1
Article 2 The Transaction............................................................................................................... 1
2.1 Purchase and Purchase Price........................................................................................... 1
2.2 Payment of Estimated Purchase Price.............................................................................. 1
2.3 Company Assets............................................................................................................... 2
2.4. Distributable and Excluded Assets................................................................................. 3
2.5 Liabilities......................................................................................................................... 3
2.6 Closing Date Working Capital and Payment of Final Purchase Price ............................. 5
Article 3 Closing .............................
3.1 Closing ...............................................
3.2 Closing Events ...................................
7
.7
.7
Article 4 Representations and Warranties by Seller....................................................................... 9
4.1 Ownership and Authorization..................................................................... ............. 9
4.2 Organization and Capital Stock.......................................................... ....................... 10
4.3 No Violation................................................................................................................... 11
4.4 No Consent Required..................................................................................................... 11
4.5 Financial Statements...................................................................................................... 11
4.6 Books and Records........................................................................................................ 11
4.7 Title to Assets................................................................................................................ 12
4.8 Equipment and Vehicles...............................•................................................................ 12
4.9 Inventory and Accounts Receivable.............................................................................. 12
4.10 Real Property................•.............................................................................................. 13
4.12 Customers.................................................................................................................... 15
4.13 Permits......................................................................................................................... 15
4.14 Intellectual Property..................................................................................................... 1.6
4.15 Undisclosed Liabilities................................................................................................. 17
4.16 Taxes............................................................................................................................17
4.17 No Material Adverse Change....................................................................................... 18
4.18 Employee Benefits....................................................................................................... 18
4.19 Insurance..........................................................................................•........................... 19
4.20 Compliance.................................................................................................................. 19
4.21 Legal Proceedings........................................................................................................ 19
4.22 Absence of Certain Events........................................................................................... 20
4.23. Environmental Matters................................................................................................21
4.24 Employees....................................................................................................................22
4.25 Labor Relations............................................................................................................ 23
4.26 Certain Payments......................................................................................................... 23
4.27 Related Parties............................................................................................................. 23
4.28 Broker's Fee................................................................................................................. 23
i

4.29 Warranties....................................................................................................................23
4.30 Product Liability.......................................................................................................... 24
4.31 Bank Accounts............................................................................................................. 24
4.32 Investment in Fenix Shares.......................................................................................... 24
4.33 Delivery of Documents................................................................................................ 24
Article 5 Representations and Warranties of Buyer ....
24
5.1
Organization................................................................................................................... 24
5.2
Authorization and Enforceability
................................................................................... 25
5.3
No Violation...................................................................................................................
25
5.4
No Consent Required.....................................................................................................
25
5.5
Buyer SEC Reports........................................................................................................
25
5.6
Broker's Fee...................................................................................................................
26
Article 6 Pre -Closing Events
6.1 General Cooperation ............................................
6.2 Conduct of Business ............................................
6.3 Access to Information ..........................................
6.4 Notice of Developments ......................................
6.8 Supplements to Schedules ....................................
6.9 Exclusivity...........................................................
6.10 Filings by Sellers ................................................
26
................................................ 26
................................................ 26
................................................ 26
................................................ 27
................................................ 27
................................................ 27
................................................ 27
Article 7 Post -Closing Events....................................................................................................... 28
7.1. Customer Payments...................................................................................................... 28
7.2 Post -Closing Company Tax Returns............................................................................. 28
7.3. Cooperation on Tax Matters......................................................................................... 29
Article 8 Conditions to Closing.................................................................................................... 30
8.1 Buyer Closing Conditions.............................................................................................. 30
8.2 Seller Closing Conditions.............................................................................................. 31
Article9 Termination.................................................................................................................... 31
9.1 Termination....................................................................................................................31
9.2 Effect of Termination...................................................... 32
Article 10 Indemnification
....................... 32
10.1 Indemnification by Seller............................................................................................. 32
10.2 Indemnification by Buyer............................................................................................ 32
10.3 Threshold..................................................................................................................... 33
10.4 Caps and Other Limits................................................................................................. 33
10.5 Notice of Indemnification Claim................................................................................. 34
10.6 Resolution of Claims.................................................................................................... 34
10.7 Third Party Suits.......................................................................................................... 35
M

10.8 Remedies ..........................................
10.9 Mitigation .........................
................
Article 11 Miscellaneous
36
37
37
11.1 Expenses...................................................................................................................... 37
11.2 Schedules.......................................................................................37
11.3 Parties" Review............................................................................................................37
11.4 Publicity....................................................................................................................... 37
11.5 Confidentiality............................................................................................................. 38
11.6. Notices........................................................................................................................ 38
11.7 Further Assurances....................................................................................................... 39
11.8 Waiver..........................................................................................................................39
11.9 Entire Agreement......................................................................................................... 39
11.10 Assignment............................................................•--................................................. 39
11.11 No Third Party Beneficiaries..................................................................................... 39
11.12 Construction...............................................................................................................40
11.13 Severability................................................... ....................... 40
11.14 Counterparts...............................................................................................................40
11.15 Governing Law and Venue........................................................................................ 40
11.16 Binding Effect............................................................................................................ 40
11.17 Made Available.......................................................................................................... 40
Exhibits
Form of Escrow Agreement---.... ... I ......................................... I ... ..............
Form of Employment Agreement (Seller)....................................................................
Formof Lease..............................................................................................................
A

Stock Purchase Agreement
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 c'Seller").
Background:
A. Butler Auto Sales and Parts, Inc., a North Carolina corporation (the "Company"), is
engaged in the business recycling and reselling OEM automotive parts in the State of North
Carolina (the "Business").
B. Seller owns all of the Company's issued and outstanding shares of capital stock (the
"Shares").
C. Buyer desires to purchase all of the Shares from Seller, and Seller desires to sell all
of the Shares to Buyer, on the terms and subject to the conditions of this Agreement.
Now, therefore, in consideration of their mutual promises and intending to be legally
bound, the Parties agree as follows:
Article 1
Definitions
Certain capitalized terms used in this Agreement are defined in Annex I.
Article 2
The Transaction
2.1 Purchase and. Purchase Price
(a) At Closing, Buyer shall purchase the Shares from Seller, and Seller shall sell the
Shares to Buyer, on the terms and subject to the conditions of this Agreement.
(b) Subject to adjustment pursuant to Section 2.6. the purchase price for the Shares (the
"Purchase Price" or "Final Purchase Price") shall be $9,000,000, minus the final Working
Capital Deficiency, if any, or plus the Final Working Capital Surplus, if any.
2.2 Payment of Estimated Purchase Price
(a) At Closing, Buyer shall pay an amount (the "Estimated Purchase Price") equal to
$9,000,000 minus the Estimated Working Capital Deficiency, if any, or plus, the Estimated
Working Capital Surplus, if any, in the following manner:
(1) in accordance with Section 2.5(c), Buyer shall pay off the Company's
Indebtedness as of the Closing Date, which is estimated to be approximately $0, by wire
transfers of immediately available funds to the payees;

(2) Buyer shall pay to Seller an amount equal to $7,290,000 ininus the aggregate
amount of Indebtedness paid pursuant to Section 2.2(a)(1) and either (i) winus the
Estimated Working Capital Deficiency, if any, or (ii) Lus the Estimated Working Capital
Surplus, if any, by wire transfers of immediately available funds in accordance with wire
transfer instructions delivered by Seller to Buyer at least one Business Day prior to
Closing;
(3) as soon as practicable following Closing, Buyer shall deliver to Seller a
number of unregistered shares of Buyer's common stock (the "Fenix Shares") having a
value of $900,000, determining this value on the basis of the average (mean) of the
closing price of a share of Buyer's common stock on each of the last 30 trading days
preceding the Closing Date, as reported in the Nasdaq Global Market; and
(4) Buyer shall deposit the amount for $810,000 into escrow to be held and
distributed pursuant to the escrow agreement attached hereto as Exhibit A ("Escrow
Agreement").
(b) The Purchase Price shall be subject to adjustment under Section 2.6.
2.3 Company Assets
(a) The assets of the Company as of Closing shall include all of the assets that the
Company uses or holds for use in the operation of the Business (other than (i) any Distributable
Assets distributed prior to Closing pursuant to Section 2.4 or (ii) any Excluded Assets) (the
"Company Assets"), free and clear of all Liens other than Permitted Liens, and shall include:
(1) the Company's current assets (including its cash and cash equivalents and its
Accounts Receivable);
(2) its Inventory;
(3) its Equipment, including the Equipment listed on Schedule 4.8(a)(1), and its
leasehold interest in all Equipment Leases, including the Equipment Leases listed on
Schedule 4.11(a)(2);
(4) its Customer Contracts and Customer Accounts, including the Customer
Contracts and Customer Accounts listed on Schedule 4.11(a)(1), and its customer lists
and all of its other customer information for the Business;
(5) its Vehicles, including the Vehicles listed on Schedule 4.8(a)(2), and its
leasehold interest in all Vehicle Leases, including the Vehicle Leases listed on Schedule
4.11 a 3 ;
(6) its Permits;
(7) its interest as lessee in the Facility located at 584 McSwain Road, Forest City,

North Carolina (the "Leased Facility");
(8) its interest as a beneficiary in all unexpired employee, subcontractor and other
confidentiality agreements, nonsolicitation agreements, covenants not to compete and
indemnification agreements, if and to the extent assignable;
(9) its Books and Records;
(10) its goodwill and intangible assets related to the Business, including, but not
limited to, know-how, telephone numbers, domain name registrations and Company
email addresses, and its right to use any of the names used in the Business, for example,
"Butler Auto Sales and Parts" and "Butler'; and
(11) all of the Company's other assets that it uses or holds for use in the operation
of the Business.
2.4. Distributable and Excluded Assets
(a) As of the Closing, Seller may cause the Company to distribute to Seller or as Seller
otherwise directs the following assets (the "Distributable Assets"):
(1) the Company's claims, causes of action or rights of setoff, recovery or
recoupment in connection with any Excluded Liabilities,
(2) its interest in and rights to receive the proceeds of any of its insurance policies
in respect a claim made prior to the Closing Date;
and
(3) its interest in the Vehicles and other assets, if any, listed on Schedule 2.4(a)(3);
(4) the other assets, if any, listed on Schedule 2.4(a)(4).
(b) As of Closing, Seller shall cause the Company to distribute to Seller or as Seller
otherwise directs the assets listed on Schedule 2.4(b) (the "Excluded Assets"),
2.5 Liabilities
(a) The Parties intend that, from Buyer's perspective regarding Liabilities, the
Transaction should operate as if Buyer were purchasing substantially all of the Company's assets
without assuming any of its Liabilities other than the following Liabilities (the "Permitted
Liabilities"):
(1) Liabilities arising or accruing on or after the Closing Date, other than by
reason of the Company's Default prior to the Closing Date, under the following:
(A) its Customer Contracts and Customer Accounts included in the
Company Assets;
3

(B) its Equipment Leases. if any, listed on Schedule 4.1 1(a)(2) which are
classified as operating leases (as opposed to capital leases) ;
(C) its Vehicle Leases, if any, listed on Schedule 4.11(a)(3) which are
classified as operating leases (as opposed to capital leases);
(D) its Permits; and
(2) its trade payables and other current Liabilities, but solely to the extent that
they are included in the Final Closing Date Working Capital.
(b) As provided in Article 10 (and subject to its limitations), Seller shall indemnify
Buyer against the following Liabilities of the Company, including the enforcement of any Liens
securing such Liabilities (collectively, the "Excluded Liabilities"):
(1) all of the Liabilities of the Company existing as of the Closing Date other than
Permitted Liabilities; and
(2) all of the Liabilities of the Company arising or accruing after the Closing Date
but relating to an event occurring or condition existing prior to the Closing Date (except
to the extent that any such Liabilities are Permitted Liabilities).
(c) As of the Closing, the Company shall pay or satisfy (or make arrangements for the
payment or satisfaction) of all of its known Excluded Liabilities of any kind as of the Closing
Date. The Indebtedness of the Company shall be paid directly to the payees by wire transfers
from the cash portion of the Estimated Purchase Price pursuant to wire transfer instructions
delivered by the Company to Buyer at least one Business Day prior to Closing.
(d) Excluded Liabilities include, by way of example, Liabilities of the following kinds,
except to the extent that they are included in the Permitted Liabilities: (1) any Liability to banks
or other lenders; (ii) any Liability to customers, vendors or suppliers, including any Liability
under capital leases; (iii) any Liability for federal, state, local or foreign income, payroll, sales,
use or other Taxes, including any Liability for the Taxes of another Person, whether the Liability
arises under Treasury Regulation § 1.1502-6 or any similar provision of state Law, as a transferee
or successor, by Contract or otherwise; (iv) any Liability for salary, wages, fees, bonuses, sick
pay, severance pay or other compensation or benefits due to or accrued in respect of employees
or consultants and other independent contractors as of the Closing Date (including any
Transaction -related bonuses, except to the extent reflected in the Final Closing Date Working
Capital Statement, (v) any Liability for misclassified employees or independent contractors,
including any Liability for worker's compensation contributions, unemployment contributions or
Tax withholding; (vi) any Liability for personal injury or property damage; (vii) any Liability for
a failure to comply with the continuation health care requirements of §§601-608 of ERISA and
§4980B of the Internal Revenue Code at any time prior to the Closing Date; (viii) any Liability
under any Permit; (ix) any Cleanup Liability or other Environmental Liability; (x) any Liability
under any pending or Threatened Suit; (xi) any indemnification Liability to a third party (xii)
Liability for warranty claims relating to products sold prior to the Closing Date; and (xiii) any

Liability in respect of an Excluded Asset.
2.6 Closing Date Working Capital and Payment of Final Purchase Price
(a) As used in this Agreement, the following terms have these meanings:
Closing Date Working Capital means an amount equal to the Company's current
assets (including cash and cash equivalents) minus the Company's current trade payables,
and other current Liabilities determined as of the Closing Date without regard to any
Excluded Assets or Excluded Liabilities or allowances for doubtful accounts, using
accounting principles substantially identical to the accounting principles used in
determining the Target Working Capital and otherwise in accordance with GAAR The
line items to be used in the determination of Closing Date Working Capital (and the
Company's account numbers for these line items) are shown on the attached Schedule
2.6LI.
Closing Date Working Capital Statement means Buyer's statement showing its
determination of the Company's Closing Date Work Capital.
Estimated Closing Date Working Capital means Seller's calculation of the
Company's Closing Date Working Capital as disclosed by the Estimated Closing Date
Working Capital Statement.
Estimated Closing Date Working Capital Statement means Seller's statement
showing Seller's good faith estimate in reasonable detail of Seller's calculation of
Closing Date Working Capital.
Estimated Working Capital Deficiency means the extent to which the Target
Working Capital exceeds the Estimated Closing Date Working Capital.
Estimated Working Capital Surplus means the extent to which the Estimated
Closing Date Working Capital exceeds the Target Working Capital.
Final Closing Date Working Capital means the Company's Closing Date Working
Capital as disclosed by the Final Closing Date Working Capital Statement.
Final Closing Date Working Capital Statement means the Closing Date Working
Capital Statement in the form that it becomes final under Sections 2.6(d), 2.6(e) or 2.6 ,
as applicable.
Final Working Capital Deficiency means the extent, if any, to which the 'target
Working Capital exceeds the Final Closing Date Working Capital.
Final Working Capital Surplus means the extent to which the Final Closing Date
Working Capital exceeds the Target Working Capital.

Target Working Capital means $1,413,100.
(b) Seller shall deliver Seller's Estimated Closing Date Working Capital Statement to
Buyer at Closing.
(c) No later than 120 days after the Closing Date, Buyer shall deliver its Closing Date
Working Capital Statement to Seller. This Statement shall provide reasonable detail and show all
calculations used in its preparation. For purposes of this Statement, the Company's Closing Date
Working Capital shall not include any Accounts Receivable as of the Closing Date that remain
uncollected as of the end of the 90-day period following the Closing Date. Buyer shall cause the
Company to use commercially reasonable efforts consistent with Buyer's historical practice to
collect all the Accounts Receivable.
(d) If Seller accepts Buyer's Closing Date Working Capital Statement, or if Seller fails
to give Notice to Buyer of an objection to its Closing Date Working Capital Statement within 30
days after receipt of a copy, Buyer's Closing Date Working Capital Statement shall become final.
Any Notice of objection to Buyer's Closing Date Working Capital Statement shall specify in
reasonable detail each item on the Statement that Seller disputes and the basis of its objection.
(e) If Seller gives Notice of an objection to Buyer's Closing Date Working Capital
Statement within 30 days after receipt of a copy, Buyer and Seller shall attempt in good faith to
resolve their differences. In this regard, Buyer shall make copies of its work papers and other
relevant records and information available to Seller and his accounting representatives. If Buyer
and Seller are able to resolve all of their differences, Buyer's Closing Date Working Capital
Statement, as modified to reflect the Parties' resolution of their differences, shall become final.
(f) If Buyer and Seller are unable to resolve all of their differences within 30 days after
Buyer makes copies available of its work papers and other relevant records and information in
response to Seller's Notice to Buyer of an objection to Buyer's Closing Date Working Capital
Statement, Buyer and Seller shall submit any remaining disputed items to a mutually acceptable
accounting firm for a determination of the correct treatment of the disputed items. Tile
accounting firm's determination shall be binding and conclusive on Buyer and Seller, and
Buyer's Closing Date Working Capital Statement, as modified to reflect (i) those differences, if
any, that Buyer and Seller were able to resolve and (ii) the determination of the accounting firm
regarding the disputed items, shall become final. Buyer and Seller shall pay a percentage of the
accounting firm's fees and expenses based on the dollar value of the disputed items found in the
other Party's favor as a percentage of the total dollar value of the disputed items.
(g) No later than five Business Days after the Final Closing Date Working Capital
Statement is determined (as a result of Buyer's Closing Date Working Capital Statement
becoming final under Sections 2.6(d), 2.6(e) or 2.6 , as applicable), the following payment
shall be made:
(1) if the Final Purchase Price (as defined in Section 2.1(b)) exceeds the
Estimated Purchase Price, Buyer shall pay an amount equal to the excess to Seller by a
wire transfer of immediately available funds; or

(2) if the Estimated Purchase Price exceeds the Final Purchase Price, Seller shall
pay an amount equal to the excess to Buyer by a wire transfer of immediately available
funds; or
(3) if the Estimated Purchase Price and the Final Purchase Price are the same, no
payment shall be required by either Party under this Section 2.6(g).
Article 3
Closing
3.1 Closing
(a) The closing of the Transaction ("Closing") shall take place at 10:00 a.m. local time
no later than the second Business Day following the satisfaction or waiver of all of the Buyer
Closing Conditions and all of Seller Closing Conditions described in Article 7 (the "Closing
Date") at the offices of Seller's counsel, Robert W. Wolf, Attorney, at 138 S. Broadway Street,
Forest City, NC 28043, or as the Parties otherwise may agree in writing. The delivery of
executed documents at Closing may be made by email of the documents in portable document
format (pdf) or by fax, with delivery of the originals the next Business Day by overnight courier
service.
(b) If Closing occurs after October 1, 2015, the Parties intend the Transaction to have
economic effect as if Closing had occurred on October 1, 2015. The Parties agree to make
appropriate payments and adjustments to put themselves in the same economic position in which
they would have been had the Transaction in fact closed on October 1, 2015. To that end, the
results of operations of the Business during the period beginning on October 1, 2015 and ending
on the Closing Date shall be for Buyer's account.
3.2 Closing Events
At Closing the following events shall take place, all of which shall be considered to take
place concurrently:
(a) Seller shall make the following deliveries to Buyer:
(1) Seller shall deliver the certificate or certificates representing all of the Shares
on the Company's stock transfer records, with each certificate duly endorsed for transfer
to Buyer (or accompanied by a duly executed assignment separate from certificate);
(2) Seller shall deliver the written resignations, effective as of Closing, of all of
the Company's incumbent officers and directors;
(3) Seller shall deliver a release of the Company from all claims, demands and
causes of action against the Company that Seller, or any family member of Seller
employed or formerly employed by the Company, may have as of Closing;
(4) Seller shall deliver a closing certificate certifying to Buyer that:

(A) Seller's representations and warranties in Article 4, as qualified or
limited by any exceptions in the Schedules to Article 4, were true and correct as of
the date of this Agreement (other than representations and warranties that address
matters as of a certain date, which were true and correct as of that date);
(B) Seller's representations and warranties in Article 4, as qualified or
limited by any exceptions in the Schedules to Article 4, are true and correct on the
Closing Date as if made at and as of Closing (other than representations and
warranties that address matters as of a certain date, which were true and correct as
of that date);
(C) Seller has performed, complied with or satisfied in all material respects
all of his obligations, agreements and conditions under this Agreement that he is
required to perform, comply with or satisfy prior to or at Closing;
(5) Seller shall deliver a Collateral Access Agreement, in a form reasonably
satisfactory to Buyer (and Buyer's lender) signed by the landlord under the Lease entered
into in accordance with Section 3.2(c)(5);
(6) Seller shall deliver to Buyer a list of not more than 10 employees of the
Company who will be eligible to share in a bonus pool of $25,000 to be established by
Buyer, to be paid as allocated by Buyer among such eligible employees within 45 days
after the first anniversary of Closing, provided each such eligible employee has not
resigned or had his or her employment terminated for cause before the first anniversary of
Closing; and
(7) Seller shall deliver all other documents and instruments that Buyer or its
counsel reasonably request (for example, (i) completed IRS Form W-9s from Seller and
(ii) signature cards to change the signatories on the Company's bank accounts as Buyer
directs).
(b) Buyer shall make the following wire transfer and deliveries:
(1) Buyer shall make the wire transfer or transfers to the payees required by
Section 2.2(a)(1);
(2) Buyer shall make the wire transfer to Seller required by Section 2 2(a)(2);
(3) as soon as practicable following Closing, Buyer shall deliver to Seller the
certificates for the Fenix Shares that it is required to deliver pursuant to Section 2.2(a)(3);
(4) Buyer shall make the wire transfers to the Escrow Agent required by Section
2.2(a)(4);
(5) Buyer shall deliver a closing certificate to Seller certifying that:

(A) Buyer's representations and warranties in Article 5 were true and correct
as of the date of this Agreement;
(B) Buyer's representations and warranties in Article 5, as they may have
been amended, are true and correct on the Closing Date as if made at and as of
Closing;
(C) Buyer has performed, complied with or satisfied in all material respects
all of the obligations, agreements and conditions under this Agreement that it is
required to perform, comply with or satisfy prior to or at Closing; and
(D) resolutions in the form attached to the certificate were duly adopted by
Buyer's board of directors to authorize its execution, delivery and performance of
this Agreement.
(6) Buyer shall deliver to Seller all other documents and instruments that Seller or
his counsel reasonably request.
(c) The following actions shall also occur at Closing:
(1) Buyer and Seller shall enter a three-year employment agreement substantially
in the form of the attached Exhibit B;
(2) Buyer, Sellers and the escrow agent shall enter into the Escrow Agreement
substantially in the form of the attached Exhibit A.
(3) The Company and Brent Rodney Butler and wife, Christi Edwards Butler
shall enter into a 15-year lease for the Leased Facilities substantially in the form of the
attached Exhibit C;
(d) All Closing Documents delivered at Closing shall be in form and substance
reasonably satisfactory to both the delivering and receiving Parties and their respective counsel.
Article 4
Representations and Warranties
by Seller
In order to induce Buyer to enter into this Agreement, Seller represents and warrants to
Buyer as follows:
4.1 Ownership and Authorization
(a) Seller is the owner of record, beneficial owner and holder of the Shares, free and
clear of any Liens (other than restrictions on transfer under the Securities Act and state securities
Laws).
(b) Seller is not a party to or bound by (i) any shareholders agreement, buy -sell

agreement, option agreement or other Contract (other than this Agreement) relating to the sale,
transfer or other disposition of any of his Shares or (ii) any voting trust, proxy or other Contract
relating to the voting of any of his Shares.
(c) Seller has the legal capacity and power and authority to execute and deliver this
Agreement and each of his Closing Documents and to perform his obligations under this
Agreement and each of his Closing Documents.
(d) This Agreement constitutes a legal, valid and binding obligation of Seller, and upon
Seller's execution and delivery of his Closing Documents (and assuming execution and delivery
by the other party or parties, if any), each of them will constitute a legal, valid and binding
obligation of Seller, enforceable against him in accordance with its terms, except as
enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting the enforcement of creditors' rights generally and (ii)
general principles of equity (regardless of whether enforceability is considered in a proceeding in
equity or at law).
4.2 Organization and Capital Stock
(a) The Company is a corporation duly organized, validly existing and in good standing
under the Laws of the State of North Carolina, with full corporate power and authority to
conduct its business as it is now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform its obligations under all Contracts.
(b) The Company is duly qualified to do business as a foreign corporation and is in
good standing under the Laws of each other state or jurisdiction in which qualification is
required by applicable Law.
(c) The Company's authorized capital stock consists of 100,000 shares of common
stock, $ 1.00 par value, of which 3,000 shares are issued and outstanding. The Shares constitute
all of the Company's issued and outstanding shares of stock. All of the Shares are duly
authorized, validly issued, fully paid and non -assessable, and none of the Shares was issued in
violation of the Securities Act or any state securities or other Law or in violation of or subject to
any preemptive rights.
(d) The Company does not have any debt securities convertible into or exchangeable
for shares of its common stock, and there are no options, warrants, calls, puts, subscription
rights, conversion rights or other Contracts to which the Company is a party or by which it is
bound providing for the issuance of any shares of its common stock or any other equity
securities.
(e) There are no shareholders agreements, buy -sell agreements, voting trusts or other
Contracts to which the Company is a party or by which it is bound relating to the voting or
disposition of any shares of its common stock or creating any obligation on its part to repurchase,
redeem or otherwise acquire or retire any shares of its common stock.
lul

(f) The Company does not own any shares of stock or an equity interest in any other
corporation, partnership, limited liability company or other Person.
4.3 No Violation
(a) Except as disclosed on Schedule 4.3(a), Seller's execution, delivery and
performance of this Agreement and the Closing of the Transaction will not, either directly or
indirectly, and with or without Notice or the passage of time or both:
(1) violate or conflict with the Company's Organizational Documents or any
resolution adopted by its directors or shareholders;
(2) result in a Default under any Contract to which the Company is a party or by
which it is bound;
(3) result in the imposition or creation of a Lien on any of the Company Assets;
(4) violate or conflict with, or give any Governmental Authority the right to
revoke, withdraw, suspend, cancel, terminate or modify, any Environmental Permit or
other Permit issued to or held by the Company; or
(5) ' violate or conflict with, or give any Governmental Authority or other Person
the right to challenge the Transaction or to obtain any other relief under, any Law or
Order to which the Company is subject.
4.4 No Consent Required
Except as disclosed on Schedule 4.4, Seller's execution, delivery and performance of this
Agreement and each of his Closing Documents do not require the Company or Seller to give any
Notice to, make any filing with, or obtain any Permit from or other Consent of any
Governmental Authority or other Person.
4.5 Financial Statements
(a) The Financial Statements fairly present in all material respects the combined
financial position and results of operations of the Company as of the dates indicated and for the
years then ended.
(b) The Interim Financial Statements fairly present in all material respects the
combined financial position and results of operations of the Company for the seven months
ended July 31, 2015.
(c) Seller has delivered the Financial Statements and the Interim Financial Statements
to Buyer.
4.6 Books and Records
The Company's Books and Records are complete and correct in all material respects and
11

have been maintained in accordance with sound business practices. The Company's minute
books contain materially accurate and complete records of all meetings and organizational
actions taken without a meeting by the written consent of its board of directors or shareholders.
Seller has delivered copies of the Company's Books and Records to Buyer.
4.7 Title to Assets
(a) Except as disclosed on Schedule 4.7(a), the Company has good and marketable title
to all of the Company Assets, free and clear of any Liens other than Permitted Liens.
(b) The Company Assets constitute all of the tangible and intangible assets relating to,
used or held for use in the conduct of the Business and are sufficient to enable the Business to be
conducted in the same manner that it is currently conducted.
(c) Except as disclosed on Schedule 4.7, none of the tangible and intangible assets that
the Company uses or holds for use in the conduct of the Business is owned by, ]eased from or
otherwise made available by a Related Party.
4.8 Equipment and Vehicles
(a) Schedule 4.8(a) contains complete and accurate lists of the following assets owned
by the Company as of the date of this Agreement and used or held for use in the Business:
(1) all Equipment having an original purchase price of more than $10,000,
identifying each piece of Equipment by manufacturer, description, model number, serial
number and location; and
(2) all Vehicles, identifying each Vehicle by make, year, vehicle identification
number and location.
(b) Except as disclosed on Schedule 4.8(b), each piece of Equipment and Vehicle listed
on Schedule 4.8(a): (1) has been maintained in accordance with normal industry practice, (ii) is in
operating condition and good repair, except for normal wear and tear, (iii) is free from patent
defects other than minor defects that do not interfere with its continued use and (iv) is suitable
for the purposes for which it is currently used.
4.9 Inventory and Accounts Receivable
(a) Except as disclosed on Schedule 4.9 a , the Company's Inventory is fit for the
purpose for which it was purchased and is not obsolete, damaged or defective.
(b) The Inventory consisting of automotive parts listed on the Company's computer
database as inventory available for sale by the Company (i) as of June 30, 2015 were located at
the Company's facilities and were owned by the Company, and (ii) as of the Closing Date will be
located at the Company's facilities and owned by the Company. Except as set forth on Schedule
4.9 b , the values of obsolete or slow -moving Inventory and Inventory of below standard quality,
if any, have been written down to the lower of cost or realizable market values or have been
written off. Except as set forth on Schedule 4.9(b), the value at which such Inventory is carried
12

on the Financial Statements and Interim Financial Statements reflects the Company's normal
Inventory valuation policies, stating Inventory at the lower of cost or market, all determined in
accordance with past practices. Seller has delivered the Company's computer database in respect
of Inventory to Buyer. Except as set forth on Schedule 4.9(b ), the Company's average monthly
expenditures for Vehicle Inventory during each calendar month between August I, 2015 and
Closing is not greater than five percent (5%) higher or lower than the Company's average
monthly expenditures for Vehicle Inventory during the period from February 1, 2015 through
July 31, 2015.
(c) The Company's Accounts Receivable included in the determination of the Final
Closing Date Working Capital are reflected properly on its Books and Records and constitute
bona fide, valid and binding receivables, except for normal trade discounts for early payment.
(For the avoidance of doubt, this Section 4.9(c) does not speak to the collectability of the
Company's Accounts Receivable.)
4.10 Real Property
(a) The Company does not have an interest in any real property other than its leasehold
interest in the Leased Facility. Seller, together with his wife, owns the land on which the
Company runs its business. The owners of the property and the Company have not entered into a
formal lease.
(b) In respect of the Leased Facility:
(1) to Seller' Knowledge, (i) the Company's current use of the property does not
violate any applicable Law, Order or Permit, or any easement, covenant or other
restriction of record and (ii) the Company has obtained all Permits required for the
property's current use; and the Company has not assigned or subleased its leasehold
interest; and
(2) the Company has not received written Notice of existing, pending or
Threatened zoning, building code or other proceedings or similar matters that reasonably
would be expected to materially and adversely affect the ability to use the property as it is
currently used.
4.11 Contracts
(a) Schedule 4.1 1(a) sets forth complete and accurate lists of the following Contracts to
which the Company is a party or by which it is bound as of the date of this Agreement (listing
each Contract in all applicable lists), copies of which have been made available to Buyer:
(1) all Customer Contracts and Customer Accounts, identifying each Customer
Contract or Customer Account by customer number and contact information, location or
locations served, contract term and service requirements;
(2) all Equipment Leases, identifying each Equipment Lease by (i) manufacturer,
13

description, model number, serial number and location of the leased Equipment, (ii)
lessor, lessee, term of lease and rent payable and (iii) whether the lease has been
classified as an operating lease or a capital lease;
(3) all Vehicle Leases, identifying each Vehicle Lease by (i) make, year, vehicle
identification number and location of the Vehicle, (ii) lessor, lessee, term of lease and
monthly payables and (iii) whether the lease has been classified as an operating lease or
capital lease;
(4) all Contracts to purchase goods or services;
(5) all Contracts (other than with customers) to furnish goods or services to
another Person;
(6) all Contracts under which it has created, incurred, assumed or secured any
Indebtedness;
(7) all Contracts under which it has made or secured any loan or advance to
another Person,
(8) all Contracts under which it has guaranteed the contractual performance of or
payment by another Person;
(9) all powers of attorney and other Contracts under which it has appointed
another Person as its attorney -in -fact;
(10) all Contracts creating a partnership or joint venture with another Person;
(1 1) all Contracts providing for exclusivity of rights or obligations or restricting or
purporting to restrict the scope or geographical area of its business activities or those of
another Person, whether through noncompetition or nonsolicitation covenants or
otherwise;
(12) all Contracts granting it or another Person a right of first refusal or right of
first negotiation;
(13) all Contracts with any Related Party; and
(14) all Contracts or groups of related Contracts entered into outside of the
Ordinary Course of Business and involving payments or consideration of more than
$10,000 in the aggregate.
(b) Except as disclosed on Schedule 4.11 (b):
(1) each Contract included in the Company Assets is legal, valid, binding,
enforceable in accordance with its terms, and in full force and effect, and will continue to
14

be legal, valid, binding, enforceable in accordance with its terms, and in full force and
effect on identical terms upon the closing of the Transaction;
(2) the Company is not, and to Seller's Knowledge, no other party is, in Default
in a material respect under any Contract included in the Company Assets, and to Seller's
Knowledge, no event has occurred or circumstance exists that, with or without Notice or
the passage of time or both, reasonably could be expected to result in a Default in a
material respect under any such Contract or give any party the right to exercise any
remedy under the Contract or to cancel, terminate or modify the Contract; and
(3) the Company has not given Notice to or received any Notice from any other
Person relating to an alleged or potential default under, or an intention to terminate or not
renew, any Contract included in the Company Assets.
4.12 Customers
Except as disclosed on Schedule 4.12:
(1) no customer representing 3% or more of the Company's aggregate net
revenues during 2014, or during 2015 through the last full month immediately prior to the
Closing, has given Notice to or otherwise advised the Company that the customer intends
to terminate its business relationship with the Company, or to reduce its use of the
Company's services in a material respect, or that it is considering doing so;
(2) the Company has complied with the material terms of each of its Customer
Contracts;
(3) to Seller"s Knowledge, no customer has violated or is currently in violation of
any of the material terms, conditions or procedures applicable to the customer under its
Customer Contract;
(4) the Company has entered into each of its Customer Contracts listed on
Schedule 4.1 1(a)(1) in the Ordinary Course of Business and without the commission of
any act, either alone or in concert with any other Person, and without any consideration
having been paid or promised, that is or would be in violation of any Law or Order.
4.13 Permits
(a) Schedule 4.13(a) contains a complete and accurate list of all of the Permits held by
the Company as of the date of this Agreement, copies of which have been made available to
Buyer.
(b) Except as disclosed on Schedule 4.13(b):
(1) all of the Permits listed on Schedule 4.13(a) are valid and in full force and
effect, and to Seller's Knowledge, no other Permits are required for the lawful conduct of
the Business as it is currently conducted;
15

(2) the Company is in compliance in all material respects with ail of its Permits
listed on Schedule 4.13(a);
(3) to Seller's Knowledge, no event has occurred or circumstance exists that, with
or without Notice or the passage of time or both, could (i) constitute or result in the
Company's violation of or failure to comply with any Permit listed on Schedule 4.13(a)
or (ii) result in the revocation, withdrawal, suspension, cancellation. termination or
material modification of any listed Permit;
(4) the Company has not received any Notice from any Governmental Authority
or other Person regarding (1) any actual, alleged or potential violation of or failure to
comply with any of its Permits listed on Schedule 4.13(a) or (ii) any actual, proposed or
potential revocation, withdrawal, suspension, cancellation, termination or modification of
any of its listed Permits; and
(5) the Company has duly filed on a timely basis all applications that were
required to be filed for the renewal of its Permits listed on Schedule 4.13(a), and has duly
made on a timely basis all other filings required to have been made in respect of the listed
Permits.
4.14 Intellectual Property
(a) Schedule 4.14(a) contains the following:
(1) a complete and accurate list and description for the Company of (i) all of its
Patents, Marks and Copyrights for which an application has been filed with or a
registration issued by a Governmental Authority, (ii) all of its other Patents and Marks
and (iii) all of the Software that it owns (collectively, its "Proprietary Intellectual
Property
(2) a complete and accurate list and description of the Company's licenses,
sublicenses and other Contracts from or with third parties by which it uses or has the right
to use a third party's Intellectual Property ("Licensed Intellectual Property"); and
(3) a complete and accurate list of all licenses, sublicenses and other Contracts by
which the Company has licensed, sublicensed or otherwise granted a third party the right
to use its Proprietary Intellectual Property or Licensed Intellectual Property.
(b) Except as disclosed on Schedule 4.14(b);
(1) the Company has good and marketable title to all of its Proprietary Intellectual
Property, free and clear of any Liens;
(2) the Company possesses al I of the rights necessary to use all of its Proprietary
Intellectual Property;
16

(3) to Seller's Knowledge, (i) the Company's Proprietary Intellectual Property is
not violating or infringing and has not violated or infringed any third party's Intellectual
Property, and (ii) no third party is violating or infringing or has violated or infringed the
Company's Proprietary Intellectual Property; and
(4) no Suit is pending or, to Seller's Knowledge, Threatened, that challenges the
legality, validity, enforceability, use or exclusive ownership by the Company of any of its
Proprietary Intellectual Property.
(c) Except as disclosed on Schedule 4.14(c):
(1) the Company possesses all of the rights necessary to use all of its Licensed
Intellectual Property;
(2) the Company is not, and to Seller's Knowledge, no other party is, in Default
in a material respect under a license, sublicense or other Contract for Licensed
Intellectual Property; and
(3) the Company has not given Notice to or received any Notice from any other
Person relating to an alleged or potential Default under, or an intention to terminate or not
renew, any license, sublicense or other Contract for Licensed Intellectual Property.
4.15 Undisclosed Liabilities
The Company does not have any Liabilities as of the date of this Agreement except for (i)
Liabilities reflected on the Interim Balance Sheet, (ii) Liabilities that have arisen since the date of
the Interim Balance Sheet in the Ordinary Course of Business and did not result from or arise out
of a breach of Contract, tort or violation of any Law or Order and (iii) Liabilities disclosed on
other Schedules to this Agreement.
4.16 Taxes
(a) The Company has filed all of the Tax Returns that it was required to file prior to the
Closing Date. All Tax Returns that the Company filed prior to the date of this Agreement were
correct and complete in all material respects, and all Taxes due in connection with those returns
have been paid.
(b) No Tax Return that the Company filed prior to the date of this Agreement is
currently under audit or examination, and the Company has not received Notice from any
Governmental Authority that (i) any Tax Return that it filed will be audited or examined or that
(ii) it is or may be liable for additional Taxes in respect of any Tax Return or for the payment of
Taxes in respect of a Tax Return that it did not file (because, for example, it believed that it was
not subject to taxation by the jurisdiction in question).
(c) The Company has withheld and paid to the proper Governmental Authority all
Taxes that it was required to withhold and pay in respect of compensation or other amounts paid
to any employee or independent contractor.
17

(d) The Company has charged, withheld and paid to the proper Governmental
Authority all Taxes that it was required to charge, withhold and pay in respect of amounts paid
by customers to the Company and amounts paid by the Company to vendors.
(e) Except as disclosed on Schedule 4.16(e), since January 1, 2012, the Company has
not extended the time in which to file any Tax Return, waived the statute of limitations for any
Tax or agreed to any extension of time for a Tax assessment or deficiency which extension,
waiver or agreement is still in effect.
(f) Except as disclosed on Schedule 4.16(f), (i) the Company is not a party to any
agreement providing for the allocation or sharing of Taxes, and (ii) the Company does not have
any liability under Treasury Regulation § 1.1502-6 or any similar provision of state Law for
fedcral income Taxes or any other Tax of any Person other than itself.
(g) Schedule 4.16(t:) contains a complete and accurate list of all Tax Returns that the
Company has filed since January 1, 2012. Seller have made available to Buyer of all federal and
state Tax Returns listed on Schedule 4.16(g).
4.17 No Material Adverse Change
Since the date of the Interim Balance Sheet (i) no material adverse change has occurred
in the Company's assets, financial condition, operations or operating results, and (ii) to Seller's
Knowledge, no event has occurred or circumstance exists, individually or in the aggregate, that
reasonably would be expected to result in such a material adverse change.
4.18 Employee Benefits
(a) Schedule 4.18(a) contains a complete and accurate list of all of the current
Employee Benefit Plans under which the Company has any Liability or obligation, or had any
Liability or obligation at any time since January 1, 2012, whether contingent or otherwise. Seller
has made available to Buyer copies of all Employee Benefit Plans listed on Schedule 4.18(a).
(b) Except as disclosed on Schedule 4.18(b), in the case of each Employee Benefit
Plan listed on Schedule 4.18(a):
(1) the plan (and each related trust or insurance policy) complies in form and in
operation in all material respects with the applicable requirements of ERISA and the
Internal Revenue Code, as the case may be (or complied in form and operation while
Seller maintained or contributed to or was bound by the plan or its employees
participated in the plan);
(2) all required contributions to or premiums or other payments in respect of the
plan have been paid, and all required reports and descriptions have been filed with the
proper Governmental Authority or distributed to participants as required;
(3) there have been no "reportable events" (as defined in §4043 of ERISA) or
non-exempt "prohibited transactions" (as defined in §406 of ERISA and §4975 of the
18

Internal Revenue Code) in respect of the plan; and
(4) no Suit in respect of the administration of the plan or the investment of plan
assets is pending or, to Seller's Knowledge, Threatened, and to Seller's Knowledge, there
is no basis for any such Suit.
4.19 Insurance
(a) Schedule 4.19(a) contains complete and accurate lists of: (i) all insurance policies
under which the Company is insured or covered or was insured or covered at any time since
January I, 2012; and (ii) all self-insurance arrangements by the Company, copies of each of
which have been made available to Buyer.
(b) Schedule 4.19(b) contains complete and accurate lists of or provides:
(1) a summary, by year, of the loss experience under each insurance policy listed
on Schedule 4.19(a);
(2) the amount and a brief description of each claim in excess of $25,000 under
each insurance policy listed on Schedule 4.19(a); and
(3) a summary of the loss experience for all claims under each self-insurance
arrangement listed on Schedule 4.19(a).
4.20 Compliance
Except as disclosed on Schedule 4 20:
(1) the Company is, and has been at all times since January 1, 2012, in
compliance in all material respects with all Laws and Orders that are or were applicable
to it or to the conduct of its portion of the Business;
(2) no event has occurred or circumstance exists that, with or without Notice or
the passage of time or both, could (i) constitute or result in the Company's violation of or
its failure to comply with, in a material respect, any Law or Order applicable to the
Business or (ii) give rise to any legal obligation of the Company to undertake or bear all
or any portion of the cost of any remedial or corrective action of any kind; and
(3) since January 1, 2012, the Company has not received any Notice from any
Governmental Authority or other Person regarding (i) its actual, alleged or potential
violation of or failure to comply with any applicable Law or Order or (ii) its actual,
alleged or potential obligation to undertake or bear all or any portion of the cost of any
remedial or corrective action of any kind.
4.21 Legal Proceedings
(a) Schedule 4.21(a) contains a complete and accurate list of all pending Suits in which
the Company is a party.
19

(b) Except as disclosed on Schedule 4.21(b), there were no other Suits at any time since
January I, 2012 in which the Company was a party. To Seller's Knowledge, (i) there is no
Threatened Suit against the Company or otherwise relating to the Business and (ii) no event has
occurred or circumstance exists that may give rise to or serve as a basis for any Suit to be
brought or Threatened against the Company.
(c) To Seller's Knowledge, no Suit is Threatened that challenges the Transaction or that
could have the effect of preventing, delaying, making illegal or otherwise interfering with the
Transaction.
(d) Seller shall make available to Buyer copies of all relevant pleadings, documents and
correspondence relating to any Suits disclosed on Schedule 4.21 a and Schedule 4.21M.
4.22 Absence of Certain Events
Except as disclosed on Schedule 4.22, since the date of the Interim Balance Sheet, the
Company has not:
(1) sold, leased, transferred or disposed of any of its assets, including Inventory,
except in the Ordinary Course of Business;
(2) entered into any Contract except in the Ordinary Course of Business;
(3) terminated, accelerated or modified any Contract to which it is or was a party
or by which it is or was bound, or has agreed to do so, or has received Notice that another
party has done so or intends to do so, except in the case of Contracts that expired in
accordance with their terms or that were terminated in the Ordinary Course of Business;
(4) imposed or permitted any Lien, other than Permitted Liens, on any of its
assets except in the Ordinary Course of Business;
(5) delayed or postponed (beyond its normal practice) payment of its accounts
payable and other current liabilities;
(6) cancelled, compromised, waived or released any material claim or right
outside of the Ordinary Course of Business;
(7) experienced any material damage, destruction or loss to any of its assets,
whether or not covered by insurance;
(8) changed the base compensation or other terms of employment of any of its
employees;
(9) paid a bonus to any employee;
(10) adopted a new Employee Benefit Plan, terminated any existing plan or
20

increased the benefits under or otherwise modified any existing plan except as
contemplated in this Agreement;
(11) amended its Organizational Documents;
(12) issued, sold, redeemed or repurchased any equity interests or other securities
or retired any Indebtedness;
(13) made any capital expenditures in excess of $25,000 in the aggregate;
(14) made any material change in its accounting principles or methods; or
(15) entered into any Contract to do any of the matters described in the preceding
clauses (1)—(14).
4.23. Environmental Matters
(a) Except as disclosed on Schedule 4.23(a):
(1) the Company is in compliance in all material respects with all Environmental
Laws and was in compliance in all material respects with all Environmental Laws at all
times in the past;
(2) the Company has, and is in compliance in all material respects with, all
Environmental Permits required to conduct its portion of the Business as it is currently
conducted, and had, and was in compliance in all material respects with, all
Environmental Permits required to conduct its portion of the Business as it was
conducted at all times in the past;
(3) the Company has not received and, to Seller's Knowledge, there is no
reasonable basis to expect the Company to receive, Notice from any Governmental
Authority, any private citizen acting in the public interest, the current or prior owners or
operator of any current or former facility, or any other Person, of (1) any actual or alleged
violation or failure to comply with any material requirement under any Environmental
Law or Occupational Safety and Health Law or (ii) any actual or alleged Cleanup
Liability or other Environmental Liability;
(4) the Company does not have any Cleanup Liability or other Environmental
Liability in respect of any Leased Facility or former facility, any property adjoining any
such facility, or any assets used or held for use in the conduct of the Business;
(5) except for Hazardous Materials stored, used or processed in the Ordinary
Course of Business and in compliance with all Environmental Laws and Environmental
Permits, there are no Hazardous Materials at any Leased Facility; and except for
Hazardous Activities conducted in the Ordinary Course of Business and in compliance
with all Environmental Laws and Environmental Permits, the Company has not permitted
21

or conducted any Hazardous Activity at any Leased Facility;
(6) there has not been any Release or threatened Release by the Company of any
Hazardous Materials at or from any Leased Facility or any property adjoining any leased
Facility;
(7) the Company has not assumed, undertaken, provided an indemnity in respect
of or otherwise become subject to any Cleanup Liability or other Environmental Liability
of another Person; and
(8) the Company does not currently, and did not formerly, own, operate, occupy
or lease a landfill.
(b) Schedule 4.23 b of the Disclosure Schedule sets forth any of the following items
that the Company has in its possession or under its control: (i) all environmental audits,
assessments or occupational health studies relating to the assets, Leased Facility, properties or
business of the Company undertaken by a Governmental Authority or the Company or any of
their agents; (ii) the results of any groundwater, soil, air or asbestos monitoring undertaken with
respect to the Leasehold Premises; (iii) all written communications, including without limitation
warning notices, notices of violation, requests for information, complaints, demands, judgments,
orders, consent orders or decrees between the Company and any federal, state or local
environmental agencies or any person or entity within the applicable statutory limitations period;
and (iv) all citations, penalties, orders, judgments, and decrees issued to the Company within the
past 10 years under the Occupational Safety and Health Act (29 U.S.C. Sections 651 et seq .); but
no disclosure pursuant to Schedule 4.23(b) shall limit or otherwise affect the representations and
warranties elsewhere in Section 4.23 or in other sections of this Agreement.
4.24 Employees
(a) Schedule 4.24(a) contains a complete and accurate list of the Company's employees
as of the date of this Agreement, including employees on leave of absence: name, job title, date
of hire and current base compensation.
(b) Schedule 4.24(b) contains a complete and accurate list of the Company's written
employment, consulting, independent contractor, bonus, incentive, severance, confidentiality,
noneompetition, proprietary rights and other related Contracts with its employees, consultants
and independent contractors.
(c) To Seller's Knowledge, the Company has complied in all material respects with all
applicable documentation requirements of the United States Immigration and Customs
Enforcement in respect of its employees.
(d) Except for Contracts with the Company listed on Schedule 4.24(b), to Seller's
Knowledge, no employee of the Company is a party to or is otherwise bound by any
confidentiality, noncompetition or proprietary rights Contract with any Person that would limit or
restrict the scope of his or her duties as an employee of the Company or Buyer (if hired by
22

Buyer) following Closing.
(e) The Company is not a party to any employee -leasing Contract.
4.25 Labor Relations
(a) The Company is not and has never been a party to any collective bargaining
agreement or other labor Contract.
(b) The Company is not experiencing and has not experienced at any time since
January 1, 2012, (i) any strike, slowdown, picketing or work stoppage by or lockout of its
employees, (ii) any Suit relating to any alleged violation of any Law or Order relating to labor
relations or employment matters (including any charge or complaint filed by an employee or
union with the U.S. National Labor Relations Board or Equal Employment Opportunity
Commission or other comparable Governmental Authority), or (iii) any activity to organize or
establish a collective bargaining unit, trade union or employee association.
4.26 Certain Payments
With the exception of cash political contributions in compliance with applicable Law, the
Company and Seller have not, and to Seller's Knowledge, no officer, director, employee or agent
of the Company, or any other Person associated with or acting for the Company or Seller, has
directly or indirectly made or paid any contribution, gift, bribe, rebate, payoff, kickback or other
payment, whether in money, property or services or any other form, to any Person in order to
gain or pay for favorable treatment in obtaining business or in violation of any Law.
4.27 Related Parties
Except as disclosed on Schedule 4.27. neither Seller nor any Related Party has or had at
any time since January 1, 2012, a direct or indirect financial or other interest in any transaction
or other business dealings with the Company, whether as a customer, supplier, vendor or in any
other capacity, except as an officer, director, employee or agent of the Company.
4.28 Broker's Fee
Except as disclosed on Schedule 4.28, the Company and Seller do not have any liability
or obligation to pay any fees or commissions to any broker, tinder or agent in respect of the
Transaction.
4.29 Warranties
Except as disclosed on Schedule 4.29. no product manufactured, sold, leased, or
delivered by the Company, or work performed by the Company, is subject to any guaranty,
warranty, or other indemnity. Each product manufactured, sold, leased, or delivered by the
Company, and all work performed by the Company, has been in conformity with all applicable
contractual commitments and all express and implied warranties, and is free from defects. No
product manufactured, sold, leased, or delivered by the Company may be returned for refund
except to the extent consistent with the prior experience of the Company for 2015.
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4.30 Product Liability
To Seller's knowledge, the Company has no Liability (and there is no basis for any
present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim. or
demand against it giving rise to any Liability) arising out of any injury to individuals or property
as a result of the ownership, possession, or use of any product manufactured, sold, leased, or
delivered by the Company or as a result of any work performed by the Company.
4.31 Bank Accounts
Schedule 4.31 contains a true and accurate list of each bank in which the Company has an
account or safe-deposit box, the name in which the account or box is held and the names of all
persons authorized to draw thereon or have access thereto.
4.32 Investment in Fenix Shares
Seller understands and acknowledges that the Fenix Shares have not been and will not be
registered under the Securities Act or under any state securities Laws, and are being offered and
sold in reliance on federal and state exemptions for transactions not involving a public offering.
Seller is acquiring the Fenix Shares solely for his own account for investment purposes and not
with a view to a distribution of his Fenix Shares. Seller (i) is an investor with knowledge and
experience in business and financial matters_ (ii) has received certain information about Buyer
and has had the opportunity to obtain additional information as he desires in order to evaluate the
merits and risks inherent in holding the Fenix Shares, and (iii) is able to bear the economic risk
and lack of liquidity inherent in holding the Fenix Shares.
4.33 Delivery of Documents
Seller has delivered or made available to Buyer original versions or copies of all
documents, instruments, notices, correspondence and the like, that are listed or described in this
Article 4 or the disclosure schedules delivered by Seller and which are reasonably related to a
representation or warranty (or an exception thereto) made by Seller herein. Ail copies of
documents that Seller has made available to Buyer under this Agreement have been true and
complete copies of authentic originals.
Article 5
Representations and Warranties
of Buyer
In order to induce Seller to enter into this Agreement, Buyer represents and warrants to
Seller as follows:
5.1 Organization
(a) Buyer is a corporation duly organized, validly existing and in good standing under
the Laws of the State of Delaware, and has full corporate power and authority to conduct its
business as it is now being conducted.
(b) Buyer is duly qualified to do business as a foreign corporation and is in good
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standing under the Laws of each state or other jurisdiction in which qualification is required by
applicable Law.
5.2 Authorization and Enforceability
(a) Buyer has full corporate power and authority to execute and deliver this Agreement
and each of its Closing Documents and to perform its obligations under this Agreement and each
of its Closing Documents. Buyer's execution, delivery and performance of this Agreement and
each of its Closing Documents have been duly authorized by all necessary action required by its
Organizational Documents.
(b) This Agreement constitutes and, upon Buyer's execution of its Closing Documents,
each of Buyer's Closing Documents (including, but not limited to, the Note, if any) will
constitute, a legal, valid and binding obligation of Buyer, enforceable against it in accordance
with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).
5.3 No Violation
Buyer's execution, delivery and performance of this Agreement and the closing of the
Transaction will not, either directly or indirectly, and with or without Notice or the passage of
time or both:
(1) violate or conflict with Buyer's Organizational Documents or any resolution
adopted by its board of directors or stockholders;
(2) result in a Default under any Contract to which Buyer is a party; or
(3) violate or conflict with, or give any Governmental Authority or other Person
the right to challenge the Transaction or to obtain any other relief under, any material
Law or Order to which Buyer is subject.
5.4 No Consent Required
Buyer's execution, delivery and performance of this Agreement and each of its Closing
Documents does not require any Notice to, filing with, Permit from or other Consent of any
Governmental Authority or other Person.
5.5 Buyer SEC Reports
(a) Buyer has filed with the U.S. Securities and Exchange Commission ("SEC") all
reports, forms and other documents that it was required to file (the "Buyer SEC_Reports"), each
of which complied as to form and content in all material respects with the applicable
requirements of the Securities Act or the federal Securities Exchange Act of 1934, as the case
may be, and the related SEC rules and regulations in effect on the date that the report, form or
document was filed.
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(b) No Buyer SEC Report, including any financial statements or schedules included or
incorporated by reference in any Buyer SEC Report, contained, when filed, an untrue statement
of a material fact or omitted to state a material fact required to be stated or incorporated by
reference or otherwise necessary in order to make the statements in the Buyer SEC Report, in
light of the circumstances in which they were made, not misleading.
(c) Buyer's consolidated financial statements included in any Buyer SEC Report
complied as to form in all material respects with applicable accounting requirements and the
relevant published rules and regulations of the SEC.
5.6 Broker's Fee
Buyer does not have any liability or obligation to pay any fees or commissions to any
broker, finder or agent in respect of the Transaction.
Article 6
Pre -Closing Events
6.1 General Cooperation
Pending Closing, the Parties shall use commercially reasonable efforts to take all actions
that may be necessary to close the Transaction in accordance with the terms of this Agreement
(but Buyer shall not be required to waive any of the Buyer Closing Conditions, and Seller shall
not be required to waive any of the Seller Closing Conditions).
6.2 Conduct of Business
Pending Closing, Seller shall:
(a) cause the Business to be conducted in the Ordinary Course of Business, and use
commercially reasonable efforts to maintain the Business substantially intact and to preserve its
goodwill and advantageous relationships with customers, employees, suppliers and other Persons
having business dealings with the Business; and
(b) not take any affirmative action that results in the occurrence of an event described
in Section 4.22, and take any reasonable action within Seller's control that would avoid the
occurrence of an event described in Section 4.22.
6.3 Access to Information
(a) Pending Closing, Seller shall:
(1) afford Buyer and its representatives (including its lawyers, accountants,
environmental consultants and the like) reasonable access during normal business hours,
but without unreasonable interference with operations, to the Company's Facilities and to
its Books and Records and other documents relating to the Business;
(2) make the Company's officers and key employees available to respond to
reasonable inquires by Buyer regarding the Business;
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(3) furnish Buyer and its representatives with all information and copies of all
documents concerning the Business that Buyer and its representatives reasonably request;
and
(4) otherwise cooperate with Buyer in its due diligence activities.
(b) Except as is reasonably required in order to satisfy the Closing Condition described
in Section 8.1(a)(4, Buyer shall not contact the Company's customers without Seller's prior
permission.
6.4 Notice of Developments
Pending Closing, Seller shall promptly give Notice to Buyer of:
(a) any fact or circumstance of which they become aware that causes or constitutes an
inaccuracy in or breach of any of Seller's representations and warranties in Article 4 as of the
date of this Agreement;
(b) any fact or circumstance of which they become aware that would cause or constitute
an inaccuracy in or breach of any of Seller's representations and warranties in Article 4 if those
representations and warranties were made on and as of the date of occurrence or discovery of the
fact or circumstance; and
(c) the occurrence of any event of which they become aware that reasonably could be
expected to make satisfaction of any Buyer Closing Condition impossible or unlikely.
6.8 Supplements to Schedules
Pending Closing, Seller shall supplement or correct the Schedules to Article 4 as
necessary to insure their completeness and accuracy. No proposed supplement or correction to
any Schedule to Article 4 shall be effective, however, or shall cure any breach or inaccuracy in
any of the representations and warranties in Article 4, unless Buyer consents in writing to the
proposed supplement or correction.
6.9 Exclusivity
Pending Closing, neither Seller nor the Company shall directly or indirectly solicit,
initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any
information to, or consider the merits of any unsolicited inquiries or proposals from, any Person
(other than Buyer) relating to any transaction involving (i) the sale of the Business or any of its
assets, other than sales of assets in the Ordinary Course of Business, (ii) any amalgamation,
merger, consolidation, business combination or similar transaction involving the Company or
(iii) any sale or issuance of the Shares or other equity securities (including convertible securities)
in the Company.
6.10 Filings by Seller
As promptly as practicable after the date of this Agreement, Seller shall give each Notice,
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make each filing and obtain each Permit or other Consent listed on Schedule 4.4, if any. To the
extent that the cooperation of Buyer is necessary or, in Seller's reasonable judgment, desirable,
Buyer shall cooperate with Seller in regard to any Notices, filings, Permits and other Consents
listed on Schedule 4.4.
Article 7
Post -Closing Events
7. 1. Customer Payments
(a) Seller shall promptly, and in any event no less often than monthly, turn over to the
Company any customer payments mistakenly made to or collected by Seller after the Closing
Date in respect of (i) any Account Receivable of the Company that was taken into account in the
determination of the Final Purchase Price (other than any such Account Receivable that was not
collected as of the end of the 90-day period following the Closing Date, provided such
uncollected Accounts Receivable have been assigned to Seller) or (ii) services provided by the
Company after the Closing Date.
(b) Buyer shall. and shall cause the Company to, promptly, and in no event less often
than monthly, turn over to Seller any customer payments mistakenly made to or otherwise
collected by the Company or Buyer after the Closing Date in respect of any Account Receivable
of the Company that was not taken into account in the determination of the Final Purchase Price,
and shall assign such Accounts Receivable to Seller.
7.2 Post -Closing Company Tax Returns
(a) Seller shall cause to be prepared, for filing by Buyer, all Tax Returns that the
Company is required to file after the Closing Date for any taxable period ending on or prior to
the Closing Date, and Seller shall be solely responsible for the payment of all Taxes due in
connection with these returns.
(b) Buyer shall prepare and File all federal, state and local Tax Returns that the
Company is required to file for any taxable period beginning on or after the Closing Date, and it
shall be solely responsible for the payment of all Taxes due in connection with these returns.
(c) For all Tax Returns that the Company is required to file for any taxable period
beginning before and ending after the Closing Date (a "Straddle Period"), Buyer shall prepare
and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection
with these returns, subject to the obligation of Seller to reimburse Buyer for the portion of each
such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the
"Reimbursable Portion"). In this regard:
(1) in the case of a Tax for a Straddle Period that is based on or related to income
or receipts or is imposed in connection with the sale of goods or services (e.g., state sales
Tax or use Tax), the Reimbursable Portion of the Tax shall be equal to the amount that
would have been payable if the Straddle Period had ended on (and included) the Closing
Date; and
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(2) in the case of a Tax for a Straddle Period that is imposed in respect of the
assets of the Company or is otherwise measured by the value or level of any item, the
Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a
fraction, the numerator of which is the number of calendar days in the portion of the
Straddle Period ending on the Closing Date and the denominator of which is the number
of calendar days in the entire Straddle Period.
(d) Seller shall reimburse Buyer for the Reimbursable Portion of any Tax payable under
Section 7.2(c) no later than 10 Business Days after Buyer provides Seller with Buyer's
calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as
filed with the appropriate Governmental Authority. Seller shall have the right to review and
approve each such Tax Return (which approval shall not be unreasonably withheld or delayed)
and at least 10 Business Days in which to comment on it before it is tiled.
(e) Buyer shall not, and Buyer shall cause the Company to not, take any action that
would increase Seller's Tax liability for the pre -Closing period without Seller's prior written
consent (but this restriction shall not apply to actions in good faith that Buyer takes, or causes the
Company to take, in compliance with its Tax obligations).
7.3. Cooperation on Tax Matters
(a) From and after the Closing Date, Buyer shall cooperate with Seller to enable Seller
to cause to be prepared all Tax Returns that Seller is required to cause to be prepared pursuant to
Section 7.1(a); and in this regard, Buyer shall retain and make available to Seller all of the
Company's Books and Records that Seller reasonably requires and cause the Company to sign all
Tax Returns that Seller causes to be prepared. Buyer shall have the right to review and approve
each such Tax Return and at least 10 Business Days in which to comment on it before it is filed.
(b) Seller shall have the right to review each Tax Return for a Straddle Period that
Buyer is required to file pursuant to Section 7.2(b) and at least 10 Business Days in which to
comment on it before it is filed.
(c) Buyer shall promptly provide Notice to Seller of any audit, litigation or other
proceeding in respect of any Tax or Tax Return relating to a taxable period ending on or before
the Closing Date, and Buyer and Seller shall cooperate with one another in connection with any
such audit, litigation or other proceeding. In Buyer's case, this cooperation shall include
retaining and making available to Seller all of the Company's Books and Records that Seller
reasonably requires and, to the extent that Seller reasonably considers necessary, causing the
Company's employees to be available on a mutually convenient basis to provide additional
information or explanation. Prior to the Company's destroying or discarding any Books and
Records for any period prior to the Closing Date, Buyer shall give reasonable Notice to Seller
and, if he so requests, shall allow Seller to take possession of such Books and Records.
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Article 8
Conditions to Closing
8.1 Buyer Closing Conditions
(a) Buyer's obligation to purchase the Shares and to close the Transaction is subject to
the satisfaction of each of the following conditions (the "Buyer Closing Conditions") at or prior
to Closing:
(1) Seller's representations and warranties in Article 4, as qualified or limited by
any exceptions in the Schedules to Article 4, are true and correct on the Closing Date as if
made at and as of Closing (other than representations and warranties that address matters
as of a certain date, which were true and correct as of that date);
(2) Seller has executed and delivered all of the documents and instruments that he
is required to execute and deliver or enter into prior to or at Closing, and has performed,
complied with or satisfied in all material respects all of the other obligations, agreements
and conditions under this Agreement that he is required to perform, comply with or
satisfy at or prior to Closing;
(3) each Notice or filing listed on Schedule 4.4 has been duly given or made, and
each Consent or Permit listed on Schedule 4.4 has been obtained and is in full force;
(4) Buyer is satisfied, in its sole discretion, that each Key Vendor listed on
Schedule 8.1 intends to continue to do business with Buyer on terms and conditions
substantially similar to the terms and conditions applicable to such Key Vendor prior to
the Effective Time;
(5) Buyer is satisfied, in its sole discretion, with its review of the regulatory,
environmental condition and compliance history of the Business;
(6) since the date of this Agreement, there shall have been no material adverse
change in any of the Company's assets, financial condition, operations or operating
results;
(7) since the date of this Agreement, no Suit has been initiated or Threatened that
challenges or seeks damages or other relief in connection with the Transaction or that
could have the effect of preventing, delaying, making illegal or otherwise interfering with
the Transaction; and
(8) the Company shall have cash or cash equivalents as a component of Final
Closing Date Working Capital of not less than $500,000.
(b) Buyer may waive any condition specified in this Section 8.1 by a written waiver
delivered to Seller at any time prior to or at Closing.
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8.2 Seller Closing Conditions
(a) Seller's obligation to sell the Acquired Assets, and the obligation of Seller to close
the Transaction, is subject to the satisfaction of each of the following conditions (the "Seller
Closing Conditions") at or prior to Closing:
(1) Buyer's representations and warranties in Article 5 are true and correct on the
Closing Date as if made at and as of Closing;
(2) Buyer has executed and delivered all of the documents and instruments that it
is required to execute and deliver or enter into prior to or at Closing, and has performed,
complied with or satisfied in all material respects all of the other obligations, agreements
and conditions under this Agreement that it is required to perform, comply with or satisfy
prior to or at Closing; and
(3) since the date of this Agreement, no Suit has been initiated or threatened that
challenges or seeks damages or other relief in connection with the Transaction or that
could seeks to prevent the Transaction.
(b) Seller may waive any condition specified in this Section 8.2 by a written waiver
delivered to Buyer at any time prior to or at Closing.
Article 9
Termination
9.1 Termination
(a) This Agreement may be terminated by Buyer, upon notice to Seller, if, prior to or at
Closing:
(1) Seller Defaults in the performance of any of his material obligations under this
Agreement and the Default is not cured within five Business Days after Buyer gives
notice of the breach or default to Seller;
(2) any Buyer Closing Condition is not satisfied as of December 31, 2015, or
satisfaction of any Buyer Closing Condition is or becomes impossible (other than as a
result of Buyer's breach of or failure to perform its obligations under this Agreement),
and Buyer does not waive satisfaction of the condition; or
(3) Closing has not occurred by December 31, 2015 (other than as a result of
Buyer's breach of or failure to perform its obligations under this Agreement).
(b) This Agreement may be terminated by Seller, upon notice to Buyer, if, prior to or at
Closing:
(1) Buyer Defaults in the performance of any of its material obligations under this
Agreement and the Default is not cured within five Business Days after Seller give notice
of the breach or default to Buyer;

(2) any Seller Closing Condition is not satisfied as of December 31, 2015, or
satisfaction of any Seller Closing Condition is or becomes impossible (other than as a
result of Seller's breach of or failure to perform his obligations under this Agreement)
and Seller do not waive satisfaction of the condition;
(3) pursuant to Section 6.8, (i) Seller proposes a supplement or correction to any
Schedule to Article 4, (ii) the supplement or correction is proposed in good faith and (iii)
Buyer unreasonably declines to consent to the proposed supplement or correction within
five Business Days of the receipt of such supplement or correction; or
(4) Closing has not occurred by December 31, 2015 (other than as a result of
Seller's breach of or failure to perform his obligations under this Agreement).
(c) This Agreement may be terminated by the written agreement of the Parties.
9.2 Effect of Termination
The right of termination under Section 9.1 is in addition to any other rights that a Party
may have under this Agreement or otherwise, and a Party's exercise of a right of termination
shall not be considered an election of remedies. Notwithstanding the termination of this
Agreement pursuant to Section 9.1. the Parties' obligations under Section 11.5 shall survive and
continue indefinitely.
Article 10
Indemnification
10.1 Indemnification by Seller
(a) Subject to Sections 10.3 and 10.4, Seller agrees to indemnify Buyer against and
hold Buyer harmless from:
(1) any Indemnifiable Loss that Buyer may suffer or incur that is caused by, arises
out of or relates to any inaccuracy in or breach of any representation and warranty by
Seller in Article 4:
(2) any Indemnifiable Loss that Buyer may suffer or incur that is caused by, arises
out of or relates to Seller's breach of or failure to perform any of his obligations in this
Agreement in any material respect; and
(3) any Excluded Liability.
(b) The benefit of Seller's indemnification obligations under this Section 10.1 shall
extend to Buyer's officers, directors, employees and agents and its affiliates.
10.2 Indemnification by Buyer
(a) Subject to Section 10.4, Buyer agrees to indemnify Seller against and hold Seller
harmless from:
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(1) any Indemnifiable Loss that Seller may suffer or incur that is caused by, arises
out of or relates to any inaccuracy in or breach of any representation and warranty by
Buyer in Article 5;
(2) any Indemnifiable Loss that Seller play suffer or incur that is caused by, arises
out of or relates to Buyer's breach of or failure to perform any of its obligations in this
Agreement in any material respect;
(3) any Permitted Liability; and
(4) any Liability arising out of Buyer's ownership or operation of the Business
after the Closing Date other than any Excluded Liability (a "Buyer Operating Liability")
(b) The benefit of Buyer's indemnification obligation under this Section 10.2 shall
extend to Seller's heirs and legal representatives.
10.3 Threshold
(a) In respect of Buyer's assertion of an Indemnification Claim under Section
10.1 a I , Buyer shall not be entitled to indemnification until the aggregate amount for which
indemnification is sought exceeds $25,000 (the "Threshold"). If the Threshold is reached, Buyer
may assert an Indemnification Claim for the amount of the Indemnification Claim in excess of
the Threshold and may assert any subsequent Indemnification Claim under Section 10. l (a)(l )
without regard to the Threshold. No Threshold shall apply, however, to any Indemnifiable Loss
caused by, arising out of or relating to (i) any inaccuracy in or breach of a Core Representation or
(ii) any intentional or fraudulent breach of a representation or warranty.
(b) No Threshold shall apply to Buyer's assertion of an Indemnification Claim under
Section 10.1(a)(2) or Section 10.1(a)(3).
(c) No Threshold shall apply to the assertion of an Indemnification Claim by Seller
under Section 10.2.
10.4 Caps and Other Limits
(a) Subject to Sections 10.4(12) and IOC: (i) the liability of Seller as a result of
Seller's indemnification obligations under Section 10.1(a)(1) shall not exceed an aggregate
amount of $3,600,000, with the exception that any liability of Seller as a result of Seller's
indemnification obligation under Section 10.1(a)(]) for a breach of a Core Representation shall
not exceed the Final Purchase Price; and (ii) the aggregate liability of Seller as a result of Seller's
indemnification obligations pursuant to Section 10.1(a)(2) and Section 10.1(a)(3) shall not
exceed the Final Purchase Price.
(b) No cap under Section I O.4(a) shall apply to any Indemnifiable Loss caused by,
arising out of or relating to any fraud or intentional misrepresentation on the part of Seller.
(c) In respect of Indemnification Claims under Section 10.1:
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(1) in the case of Section 10.1(a)(1), an Indemnification Claim may not be
asserted after the second anniversary of the Closing Date, except in respect of any
inaccuracy in or breach of (1) the Tax Representation or the Environmental
Representation, or (ii) any of the Core Representations, for which in either case an
Indemnification Claim may be asserted at any time subject to the applicable statute of
limitations;
(2) an Indemnification Claim under Section 10. l (a)(2) may not be asserted after
the second anniversary of the Closing Date; and
(3) an Indemnification Claim under Section 10.1(a)(3) may be asserted at any
time, without expiration.
(d) In respect of Indemnification Claims under Section 10.2:
(1) in the case of Section 10.2(a)(1), an Indemnification Claim may not be
asserted after the second anniversary of the Closing Date, except in respect of any
inaccuracy in or breach of any of the representations and warranties in Section 5.2
("Authorization and Enforceability"), for which an Indemnification Claim may be
asserted at any time subject to the applicable statute of limitations; and
(2) an Indemnification Claim under Section 10.2(a)(2) may not be asserted after
the second anniversary of the Closing Date; and
(3) an Indemnification Claim under Section 10.2(a)(3) or Section 10.2(a)(4) may
be asserted at any time subject to the applicable statute of limitations.
10.5 Notice of Indemnification Claim
(a) The Indemnified Party may assert an Indemnification Claim within the applicable
period provided in Section 10.4 by giving written Notice of the Indemnification Claim to the
Indemnifying Party. The Indemnified Party's Notice shall provide reasonable detail of the facts
giving rise to the Indemnification Claim and a statement of the Indemnified Party's
Indemnifiable Loss or an estimate of the Indemnifiable Loss that the Indemnified Party
reasonably anticipates that it will suffer. The Indemnified Party may amend or supplement its
Indemnification Claim at any time, and more than once, by written Notice to the Indemnifying
Party.
(b) If or to the extent that the Indemnification Claim is not in respect of a Third Party
Suit, Section 10.6 shall apply. If or to the extent that the Indemnification Claim is in respect of a
Third Party Suit, Section 10.7 shall apply.
10.6 Resolution of Claims
(a) If the Indemnifying Party does not object to an Indemnification Claim during the
30-day period following receipt of the Indemnified Party's Notice of its Indemnification Claim,
the Indemnified Party's Indemnification Claim shall be considered undisputed, and the
34

Indemnified Party shall be entitled to recover the actual amount of its Indeninifiable Loss,
subject, in the case of an Indemnification Claim by Buyer, to the Threshold, if any, in Section
9.3(a) and to the applicable cap in Section 9.4(a).
(b) If the Indemnifying Party gives Notice to the Indemnified Party within the objection
period that the Indemnifying Party objects to the Indemnified Party's Indemnification Claim, the
Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve their
differences during the 30-day period following the Indemnified Party's receipt of the
Indemnifying Party's Notice of its objection. If they fail to resolve their disagreement during this
30-day period, either of them may unilaterally submit the disputed Indemnification Claim for
binding arbitration before the American Arbitration Association in Chicago, Illinois in
accordance with its rules for commercial arbitration in effect at the time. The award of the
arbitrator or panel of arbitrators may include attorneys' fees to the prevailing Party. The
prevailing Party may enforce the award of the arbitrator or panel of arbitrators in any court of
competent jurisdiction.
10.7 Third Party Suits
(a) Buyer shall promptly give Notice to Seller of any Third Party Suit, which may be
given by Notice of an Indemnification Claim in respect of the Third Party Suit. Buyer's failure or
delay in giving this Notice shall not relieve Seller from his indemnification obligation under this
Article 9 in respect of the Third Party Suit, except to the extent that Seller suffer or incur a loss
or are prejudiced by reason of Buyer's failure or delay.
(b) Subject to Section 10.7(c), Buyer shall control the defense of any Third Party Suit
with counsel reasonably satisfactory to Seller. Seller shall be entitled to copies of all pleadings
and, at his expense, may participate in, but not control, the defense and employ his own counsel.
(c) Seller may assume control of the defense of a Third Party Suit at any time during
the course of the Third Party Suit if all of the following conditions are and remain satisfied:
(1) the Third Party Suit seeks only money damages and does not seek injunctive
or other equitable relief against Buyer;
(2) Seller unconditionally acknowledgse in writing to Buyer that Seller is
obligated to indemnify Buyer in full in respect of the Third Party Suit (except for any
matters that are not subject to indemnification under this Agreement);
(3) the counsel chosen by Seller to defend the Third Party Suit is reasonably
satisfactory to Buyer;
(4) Seiler furnishes Buyer with evidence reasonably satisfactory to Buyer that
Seller has sufficient financial resources to defend the Third Party Suit and to satisfy his
indemnification obligations in respect of the Third Party Suit;
(5) Seller actively and diligently defends the Third Party Suit; and
35

(6) Seller consults with Buyer regarding the Third Party Suit at Buyer's
reasonable request.
(d) If Seller assumes the defense of the Third Party Suit, Buyer shall be entitled to
copies of all pleadings and, at its expense, may participate in, but not control, the defense and
employ its own counsel.
(e) Regardless of whether Buyer or Seller control the defense of a Third Party Suit,
both Parties shall cooperate in its defense.
(f) Buyer's settlement of a Third Party Suit in which Buyer controls the defense shall
also be binding on Seller, in the same manner as if a final judgment in the amount of the
settlement had been entered by a court of competent jurisdiction, if and only if, as part of the
settlement, Seller receives a binding release providing that any liability of Seller in respect of the
Third Party Suit is being satisfied as part of the settlement. Buyer shall give Seller at least 30
days' prior Notice of any proposed settlement, and during this 30-day period, Seller may assume
the defense of the Third Party Suit in accordance with Section 10.7(c). If Seller assumes the
defense, Buyer shall not enter into the proposed settlement.
(g) Seller may settle a Third Party Suit in which Seller controls the defense only if the
following conditions are satisfied:
(1) the terms of settlement do not require any admission by Buyer or Seller, in
respect of any matters subject to indemnification under this Article 10, that in Buyer's
reasonable judgment would have an adverse effect on the Business or Buyer; and
(2) as part of the settlement, Buyer receives a binding release providing that any
liability of Buyer in respect of the Third Party Suit is being satisfied as part of the
settlement.
(h) A Party's failure to defend.a Third Party Suit shall not relieve the other Party of its
indemnification obligation under this Article 10 if such Party gives such other Party at least 30
days' prior Notice of such Party's intention not to defend the Third Party Suit and affords such
other Party the opportunity to assume the defense without having to satisfy the conditions in
Section 10.7(c).
10.8 Remedies
Each Party's sole and exclusive remedy for all claims and causes of action against the
other Party, including (i) those relating to any inaccuracy in or breach of any representation and
warranty in this Agreement, (ii) in the case of Buyer, those relating to any Excluded Liability and
(iii) in the case of Seller, those relating to any Permitted Liability or Buyer Operating Liability,
shall be indemnification as provided in and limited by this Article 10. The provisions of this
Section 10.8 shall not apply, however, (x) in the case of fraud or intentional misrepresentation on
the part of Seller or Buyer, (y) to Buyer's enforcement of the noncompetition and confidentiality
agreements to be entered into in connection with this Agreement or (z) to Seller's enforcement of
00

the Note, if any. The parties acknowledge that (i) Buyer is holding back certain amounts to
secure its indemnification rights and that such amounts will be place in escrow at Closing and
governed by the Escrow Agreement (the "Escrow Deposit"), (ii) the Escrow Agreement provides
that the Escrow Deposit may be distributed to the Buyer if the Buyer issues a note to the Seller in
substantially the form attached to the Escrow Agreement as Exhibit B (the "Note"), and (iii) such
Note, if issued, will replace the Escrow Deposit as the means of securing Buyer's
indemnification rights hereunder.
10.9 Mitigation
Each Indemnified Party shall take, and cause its affiliates to take, all reasonable steps to
mitigate any Indemnifiable Losses upon becoming aware of any event or circumstance that
reasonably would be expected to, or does, give rise to an Indemnifiable Loss; but an Indemnified
Party shall not be required to incur material out-of-pocket fees or expenses in connection with
such mitigation. Any failure to mitigate in accordance with this Section 10.9 shall not relieve the
Indemnifying Party of its indemnification obligations under this Article 10 except to the extent
that the Indemnifying Party is actually prejudiced as a result.
Article 11
Miscellaneous
11.1 Expenses
Each Party shall pay its own expenses in connection with the negotiation and preparation
of this Agreement and the closing of the Transaction.
11.2 Schedules
Nothing in any Schedule to Article 4 shall be considered adequate to constitute an
exception to the related representation and warranty in Article 4 unless the Schedule describes
the relevant facts in reasonable detail. Any exception in a Schedule to Article 4 shall be
considered an exception to other representations and warranties in Article 4 to which such
exception may relate if it is reasonably apparent on its face that the exception relates to such
other representations and warranties in Article 4.
11.3 Parties' Review
Any Knowledge acquired by a Party (or that should have been or could have been
acquired) as a result of any due diligence or other review or investigation in connection with the
negotiation and execution of this Agreement and the closing of the Transaction shall not limit
that Party's right to rely on the other Party's representations and warranties in this Agreement or
circumscribe that Party's entitlement to indemnification under this Agreement. A Party acquiring
Knowledge prior to Closing that one or more of the other Party's representations and warranties
is inaccurate in any material respect shall promptly give Notice to the other Party of the relevant
facts.
11 A Publicity
Any public announcement or similar publicity regarding this Agreement or the
37

Transaction shall be issued as, when and in the manner and form on which the Parties agree, with
the exception that Buyer may make any public disclosure that it believes in good faith is required
by applicable Laws without the prior agreement of Seller (including notices to customers or
Governmental Authorities as required by applicable Laws).
11.5 Confidentiality
Subject to Buyer's requirements to make public disclosures that Buyer believes in good
faith to be required by applicable securities or other Laws, each Party shall maintain in
confidence, and, in the case of Buyer, shall cause its directors, officers, employees, agents and
advisors to maintain in confidence, and use only for the purposes contemplated by this
Agreement, all written, oral or other information obtained in confidence from Seller in
connection with this Agreement or the Closing. All such information shall be considered
confidential information for purposes of the confidentiality agreement dated .tune 17, 2015
between Buyer and Seller and shall be subject to and governed by the terms and conditions of
that agreement.
11.6. Notices
(a) All Notices under this Agreement shall be in writing and sent by certified or
registered mail, overnight messenger service, facsimile, email or personal delivery, as follows:
(1) if to Seller, to or in care of
Mr. Brent R. Butler
584 McSwain Road
Forest City, North Carolina 28043
Fax: [phone]
with a required copy to:
Robert W. Wolf, Attorney
138 S. Broadway Street
Forest City, NC 28043
Fax. [phone]
(2) if to Buyer, to:
Fenix Parts, Inc.
One Westbrook Corporate Center
Westchester, Illinois 60154
Attention: Mr. Scott Pettit
Chief Financial Officer
Fax: (630)
with a required copy to.
IN

Johnson and Colmar
2201 Waukegan Road, Suite 260
Bannockburn, Illinois 60015
Attention: Mr. Craig P. Colmar
Fax: [phone]
(b) A Notice sent by certified or registered mail shall be considered to have been given
three Business Days after being deposited in the mail. A Notice sent by overnight courier service
or personal delivery shall be considered to have been given when actually received by the
intended recipient. A Notice sent by facsimile transmission or by email shall be considered to
have been given on the date sent or on the next Business Day if sent after normal business hours
of the recipient. A Party may change its or his address for purposes of this Agreement by Notice
in accordance with this Section 1 l .6.
11.7 Further Assurances
The Parties agree to (i) furnish upon request to one another other such further
information, (ii) execute and deliver to each other such other documents and (iii) do such other
acts and things, that either Party reasonably requests for the purpose of carrying out the intent of
this Agreement and the documents and instruments referred to in this Agreement.
11.8 Waiver
The failure or any delay by any Party in exercising any right under this Agreement or any
document referred to in this Agreement shall not operate as a waiver of that right, and no single
or partial exercise of any right shall preclude any other or further exercise of that right or the
exercise of any other right. All waivers shall be in writing signed by the Party to be charged with
the waiver, and no waiver that may be given by a Party shall be applicable except in the specific
instance for which it is given.
1 l .9 Entire Agreement
This Agreement supersedes ail prior agreements between the Parties with respect to its
subject matter and constitutes (with (i) Annex I and the Exhibits, (ii) the Schedules, (iii) the
Parties' Closing Documents and (iv) the confidentiality agreement referred to in Section 10.5) a
complete and exclusive statement of the terms of the agreement between the Parties with respect
to its subject matter. This Agreement may not be amended except by a written agreement signed
by the Party to be charged with the amendment.
11.10 Assignment
No Party may assign any of its rights under this Agreement without the prior written
consent of the other Party, with the exception that Buyer, without being released from any of its
obligations under this Agreement, may assign all or any of its rights to any of its affiliates.
11.11 No Third Party Beneficiaries
Nothing in this Agreement shall be considered to give any Person other than the Parties
any legal or equitable right, claim or remedy under or in respect of this Agreement or any
39

provision of this Agreement. This Agreement and all of its provisions are for the sole and
exclusive benefit of the Parties and their respective successors, permitted assigns, heirs and legal
representatives.
11.12 Construction
(a) All references in this Agreement to "Section" or "Sections" refer to the
corresponding section or sections of this Agreement.
(b) All words used in this Agreement shall be construed to be of the appropriate gender
or number as the context requires.
(c) Unless otherwise expressly provided, the word "including" does not limit the
preceding words or terms.
(d) The captions of articles and sections of this Agreement are for convenience only
and shall not affect the construction or interpretation of this Agreement.
11.13 Severability
The invalidity or unenforceability of any term or provision, or part of any term or
provision, of this Agreement shall not affect the validity and enforceability of the other terms and
provisions of this Agreement, and this Agreement shall be construed in all respects as if the
invalid or unenforceable term or provision, or part, had been omitted.
11.14 Counterparts
This -Agreement may be signed in any number of counterparts (including by facsimile or
portable document format (pdf)), all ol'which together shall constitute one and the same
instrument.
11.15 Governing Law and Venue
This Agreement shall be governed by the Laws of the State of North Carolina without
regard to its conflicts of laws principles or rules. The Parties agree that any action brought by
either Party under or in relation to this Agreement shall be brought in, and each Party agrees to
and hereby submits to the jurisdiction and venue of, any state or federal court located in Ashville
North Carolina.
11.16 Binding Effect
This Agreement shall apply to, be binding in all respects upon and inure to the benefit of
Parties and their respective heirs, legal representatives, successors and permitted assigns.
11.17 Made Available
The phrases "made available", "delivered to" or similar phrases in this Agreement shall
mean that true and correct copies of the subject documents were posted to Seller's data site or
were delivered to the appropriate Party or its counsel to the other Party or its counsel prior to the
40

In witness, the Parties have executed this Agreement.
Fenix P ts,
By r
Kent Robertson
President and Chief Executive Officer
Brent R. Butler
Signature Page to Stock Purchase Agreement

In witness, the Parties have executed this Agreement.
Fenix Parts, Inc.
By
Kent Robertson
President and Chief Executive Officer
Brent R. Butler
[00048712 31

Annex [
Definitions
Accounts Receivable means all amounts due to the Company for goods or services
provided to the Company's customers.
Agreement is defined in the preamble of this Agreement.
Annualized Measured Revenues is defined in Section 2.7(a).
Books and Records means books, records, ledgers, files, documents, correspondence,
lists, reports, creative materials, advertising and promotional materials and other printed or
written materials.
Business is defined in Paragraph A of the "Background" section of this Agreement.
Business Day means any day other than a Saturday, Sunday or federal legal holiday.
Buyer means Fenix Parts, Inc., a Delaware corporation with its principal offices at One
Westbrook Corporate Center, Suite 920, Westchester, Illinois 60154.
Buyer Operating Liability is defined in Section 9.2(a)(4),
Cleanup Liability means any liability under any Environmental Law to undertake any
corrective action, including any investigation, cleanup, removal, containment or other remedial
response, action or activity of the type covered by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.
Closing and Closing Date are defined in Section 3.1.
Closing Date Working Capital is defined in Section 2.6(a).
Closing Date Working Capital Statement is defined in Section 2.6(a)
Closing Documents means, in respect of a Party, the documents, instruments and
agreements that the Party is required to deliver or enter into at Closing pursuant to the terms of
this Agreement.
Company means Butler Auto Sales and Parts, Inc., 584 McSwain Road, Forest City,
North Carolina 28043.
Company Assets is defined in Section 2.3.
Consent means any approval, consent, ratification, waiver or other authorization.

Contract means any written contract, agreement, obligation or undertaking.
Copyrights means all copyrights and copyrightable works (other than literary works).
Core Representations means the representations and warranties in Section 4.1
("Ownership and Authorization"), Section 4.2 ("Organization and Capital Stock"), Section 4.7
("Title to Assets") and Section 49(b), ("Inventory and Accounts Receivable").
Customer Account means a relationship with a customer of the Business pursuant to
which the Company provides services to the customer without having entered into a Customer
Contract.
Customer Contract means a written Contract with a customer relating to the Company's
provision of services to the customer.
Default means, in respect of a Contract, a breach or violation of or default under the
Contract beyond any applicable cure periods, or the occurrence of an event that with Notice or
the passage of time or both would constitute a breach, violation or default or permit termination,
modification or acceleration of the Contract.
Distributable Assets is defined in Section 2.4(a).
Employee Benefit Plan means (1) an "employee pension plan" as defined in § 3(2) of
ERISA, (ii) an "employee welfare benefit plan" as defined in § 3(1) of ERISA or (ill) any other
employee benefit or fringe benefit plan or program, whether established by Law, a written
agreement or other instrument, or custom or informal understanding.
Environmental Law means U.S. federal, state, regional, county and local administrative
rules, statutes, codes, ordinances, regulations, licenses, permits, approvals, plans, authorizations,
directives, rulings, injunctions, decrees, orders, judgments, and any similar items, relating to the
protection of human health, safety, or the environment including without limitation: (a) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CIRCLA")
(42 U.S.C. §§ 9601 et seq.); (b) the Superfund Amendments and Reauthorization Act of 1986
(42 U.S.C. §§ 9601 et seq.); (c) The Hazardous Materials Transportation Control Act of 1970
(49 U.S.C. §§ 1802 et seq.); (d) the Resource Conservation and Recovery Act of 1976, as
amended by the Solid and Hazardous Waste Act Amendments ("RCRA") (42 U.S.C. §§ 6901 et
seq.); (e) the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977
(33 U.S.C. §§ 1251 et seq.) (the "Clean Water Act"); (f) the Safe Drinking Water Act (42 U.S.C.
§§ 300h et seq.); (g) the Clean Air Act, as amended by the Clean Air Act Amendments of 1990
(42 U.S.C. §§ 1857 et seq.); (h) the Solid Waste Disposal Act, as amended by RCRA (42 U.S.C.
§ 6901 et seq .); (i) the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq .); 0) the
Emergency Planning and Community Right -to -Know Act of 1986 ("EPCRA") (42 U.S.C. §§
11001 et seq .}; (k) the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA") (7 U.S.C.
§§ 136 et seq .}; (1) the National Environmental Policy Act of 1975 (42 U.S.C. §§ 4321 et seq
(m) the Radon Gas and Indoor Air Quality Reserve Act (42 U.S.C. §§ 7401 et seq .); (n) the
National Environmental Policy Act of 1975 (42 U.S.C. §§ 4321 et seq.); (o) the Rivers and
A-2

Harbors Act of 1899 (33 U.S.C. §§ 401 et seq.); (p) the Oil Pollution Act of 1990 (33 U.S.C. §§
1321 et seq .); (q) the Endangered Species Act of 1973, as amended (16 U.S.C. §§ 1531 et seq .);
(r) the Occupational Safety and Health Act of 1970, as amended, (29 U.S.C. §§ 651 et seq .); (s)
North American Free Trade Act, (t) counterparts of any of the foregoing federal statutes enacted
within or outside the United States or by any other nation, any U.S. state, region, county or local
government (including any subdivisions thereof); (u) any and all laws, rules, regulations, codes,
ordinances, licenses, permits, approvals, plans, authorizations, directives, rulings, injunctions,
decrees, orders and judgments enacted or promulgated under any of the foregoing, all as
amended and as may be amended in the future, and (v) common law theories of nuisance,
trespass, waste, negligence, and abnormally dangerous activities arising out of or relating to the
presence of Hazardous Substances in the environment or work place.
Environmental Liability means any Cleanup Liability and any other liability of any type
under any Environmental Law or Occupational Safety and Health Law.
Environmental Permit means a Permit required under any Environmental Law to
conduct the Business.
Environmental Representation means the representations and warranties in Section
4.23 ("Environmental Matters"),
Equipment means machinery, equipment, spare parts, furniture, fixtures and other items
of tangible personal property of any type or kind used, held for use or useful in the conduct of the
Business, including medical waste treatment equipment (but not including any Inventory or
Vehicles).
Equipment Lease means a Contract for the lease of Equipment or for the purchase of
Equipment under a conditional sales or title retention agreement.
ERISA means the Employee Retirement Income Security Act of 1974, as amended, and
the related regulations issued by the Internal Revenue Service and Department of Labor.
Escrow Agreement is defined in Section 2.2(a)(4
Estimated Closing Date Working Capital is defined in Section 2.6(a).
Estimated Closing Date Working Capital Statement is defined in Section 2.6(a).
Estimated Purchase Price is defined in Section 2.2(a).
Estimated Working Capital Deficiency is defined in Section 2.6(a).
Estimated Working Capital Surplus is defined in Section 2.6(a).
Excluded Assets is defined in Section 2.4(b).
FMI

site.
Excluded Liabilities is defined in Section 2.5(b).
Facility means any office, salvage yard, dismantling site, warehouse or other facility or
Final Closing Date Working Capital is defined in Section 2.6(a).
Final Closing Date Working Capital Statement is defined in Section 2.6(a).
Final Purchase Price is defined in the Section 2. l (b).
Final Working Capital Deficiency is defined in Section 2.6(a).
Financial Statements means the Company's financial statements for the three years
ended December 31, 2014.
GAAP means U.S. generally accepted accounting principles.
Governmental Authority means (i) any federal, state, provincial, local, municipal,
foreign or other government and (ii) any governmental or quasi -governmental body of any kind,
including any administrative or regulatory agency, department, branch, commission or other
entity.
Hazardous Activity means the use, handling, generation, manufacturing, production,
distribution, importing, management, labeling, testing, processing, refinement, collection,
storage, transfer, transportation, treatment, disposal, clean-up or Release of Hazardous Materials.
Hazardous Materials means and shall be construed broadly to include any constituent,
chemical, element, particle, compound, material, substance or waste which is defined as a
"hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous
substance," "restricted hazardous waste," "contaminant," "toxic waste," "toxic substance," or
"special waste" under any Environmental Law and includes, but is not limited to, petroleum,
petroleum by-products (including crude oil and any fraction thereof), waste oils, any
hydrocarbon based substance, asbestos, asbestos -containing materials, urea formaldehyde and
polychlorinated biphenyls..
Indebtedness means, in respect of any Person as of any date of determination, without
duplication: (i) all obligations of such Person for borrowed money or in respect of loans or
advances, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments or debt securities, (iii) all obligations in respect of letters of credit and
bankers' acceptances issued for the account of such Person, (iv) all capital lease obligations, (v)
all guaranties of such Person in connection with any of the foregoing, and (vi) all fees, accrued
and unpaid interest, premiums or penalties related to any of the foregoing.
Indemnifiable Loss means any actual loss, Liability, damage, cost or expense, including
reasonable attorneys' fees and costs of litigation, specifically excluding, however, any punitive,
A-4

incidental, consequential, special or indirect damages, including business interruption, loss of
future revenue, profits or income, or loss of business reputation or opportunity.
Indemnification Claim means a written claim or demand for indemnification under
Sections 10.1 or 10.2.
Indemnified Party means Buyer, in respect of an Indemnification Claim under Section
10.1, or Seller, in respect of an Indemnification Claim under Section 102, as the case may be.
Indemnifying Party means Seller, in respect of an Indemnification Claim under Section
10.1. or Buyer, in respect of an Indemnification Claim under Section 10.2, as the case may be.
Intellectual Property means Patents, Marks, Copyrights and Software.
Interim Financial Statements means the Company's unaudited financial statements for
the six months ended June 30, 2015.
Internal Revenue Code means the U.S. Internal Revenue Code of 1986, as amended.
Inventory means inventories of vehicles (whether assembled or disassembled);
automotive parts, components and assemblies; scrap metal; precious metals and supplies used in
the conduct of the Business.
Knowledge means the actual awareness of a particular fact or other specified matter. As
applied to Buyer, the term means the actual awareness of the particular fact or other specified
matter by any one of its executive or corporate officers.
Law means any law, ordinance, code, regulation or rule of any Governmental Authority
or any principle or rule of common law.
Liability means any liability or obligation, whether known or unknown, absolute or
contingent, liquidated or unliquidated, or due or to become due.
Licensed Intellectual Property is defined in Section 4.13(a)(ii).
Lien means any security interest, judgment or other lien, mortgage, trust deed, claim,
equitable interest, option, pledge, right of first refusal or other encumbrance or restriction of any
kind.
Marks means trademarks, service marks, trade names, assumed names, brand names and
logotypes.
Note is defined in Section 2.2(a)(4).
Notice means any notice, demand, charge, complaint or other communication from any
Person.
A-5

Occupational Safety and Health Law means any Law or Order relating to worker
health and safety, including the Occupational Safety and I-lealth Act of 1970.
Order means any order, judgment, decree, ruling, consent decree, settlement agreement,
stipulation, injunction or subpoena entered or issued by any court, Governmental Authority or
arbitrator.
Ordinary Course of Business means, in respect of the Company, an action taken by it
that (i) is consistent with its past practices and is taken in the ordinary course of the normal day-
to-day operations and (ii) is not required by applicable Law or its Organizational Documents to
be authorized by its board of directors or shareholders.
Organizational Documents means (i) the certificate or articles of incorporation and by-
laws of a corporation, (ii) the articles of organization or certificate of formation and operating
agreement of a limited liability company, (iii) the trust agreement establishing an inter vivos trust
or the will establishing a testamentary trust, and (iv) the charter or similar document adopted or
filed in connection with the creation, formation or organization of any other type of entity. Any
reference in this Agreement to a Person's Organizational Documents means each of those
documents as amended to date.
Party means Buyer or Seller, and Parties means all of them.
Patents means patents, patent applications and patent disclosures and related reissuances,
continuations, continuations -in -part, revisions, extensions and reexaminations.
Permit means any approval, consent, license, permit, registration, certificate,
confirmation or other authorization issued, granted or otherwise made available by any
Governmental Authority.
Permitted Liabilities is defined in Section 2.5(a).
Permitted Lien means any Lien for Taxes that are not yet due and payable or any
carrier's, warehouseman's, mechanic's, materialman's, repairman's, landlord's, lessor's or
similar statutory Lien incidental to the Ordinary Course of Business.
Person means any individual, corporation, limited liability company, joint venture,
association, organization, estate, trust or other entity or any Governmental Authority.
Proprietary Intellectual Property is defined in Section 4.14(a)(1).
Purchase Price is defined in Section 2.1(b).
Reimbursable Portion is defined in Section 6.2(c).
Related Party means, in respect of the Company, any Person (i) in which Seller, or a
family member of Seller by blood, marriage or adoption, has a direct or indirect proprietary or
A-6

other financial interest or (ii) for which Seller, or a family member of Seller by blood, marriage
or adoption, is serving as an officer, director, partner, manager, trustee, consultant or advisor or
in any other capacity.
Release means releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, disposing or dumping into the indoor or outdoor
environment, including without limitation the abandonment or discarding of barrels, drums,
containers, tanks and other receptacles containing or previously containing any Hazardous
Materials, whether intentional or unintentional.
Schedule means a schedule to this Agreement and a subschedule.
Securities Act means the federal Securities Act of 1933, as amended.
Seller means Brent R. Butler.
Shares is defined in Recital B in the "Background" section of this Agreement.
Software means computer software, including source code, executable code, data,
databases and related documentation. The term does not include commercially available off -the -
shelf software.
Straddle Period is defined in Section 7.2(c).
Suit means any action, suit, proceeding, arbitration, hearing or investigation (whether
civil, criminal, administrative or investigative in nature, and whether formal or informal) by,
before or in any court, Governmental Authority or arbitrator.
Target Working Capital is defined in Section 2.6(a).
Tax means any federal, state, provincial, local, municipal or foreign income, gross
receipts, membership interests, profits, withholding, social security, unemployment, real
property, personal property, stamp, excise, occupation, sales, use, value added, estimated or other
tax (including any related interest, fines, penalties and additions), whether disputed or not.
Tax Representation means the representations and warranties in Section 4.16 ("Taxes").
Tax Return means any return (including any information return), report, statement, form
or other document required to be filed with or submitted to any Governmental Authority in
connection with the determination, assessment, collection or payment of any Tax.
Third Party Suit means a Suit, demand or claim by a third Person against Buyer for
which Buyer is entitled to indemnification under Section 9.1.
Threatened means, in respect of a Suit, that Notice has been given, or another event has
occurred or any other circumstance exists, that would lead a prudent individual to conclude that
A-7

the Suit is likely to be initiated or otherwise pursued in the future.
Transaction means the transactions contemplated by this Agreement, including (i)
Buyer's purchase and Seller's sale of the Shares and (ii) the Parties' execution, delivery and
performance of their respective Closing Documents and the other documents, instruments,
agreements and obligations that they are respectively required to execute, deliver and perform
pursuant to the terms of this Agreement.
Vehicle means trucks, trailers, tractors, automobiles and other vehicles and transportation
equipment used, held for use or useful in the conduct of the Business, excluding vehicles and
parts of vehicles held as Inventory.
Vehicle Lease means a Contract for the ]ease of a Vehicle or for the purchase of a Vehicle
under a conditional sales or title retention agreement.
A-8

INCOI
ooa
OF NORTH CAROLINA
A _ _
RODNEY BUTLER .dJ�p,pjOp�
THREETHOUSAND ---------------------------- -------------------
�u<��arcr�air�f�r�r�l
,lJoola'-, ol,rz elCd 4d7' 4 V?//l9 /,11L!'/,l1,OGC�Iy!`'
AurL
/J��'UfvY,irriried! YY�;vIt'6z'
�/L<r" .0T�L0T
August 6. 1992

The following abhreviatintis. when used in the inscription on the fuee of this certificate, shall be Construed a+ though thry welt-, written
out in full according to applicable law-,; or regulation.. Additional ahhre-vial ions may also he ueed though not in the HF-1. '
TEN CODA --a% tenanu in rummun UNJF CIFT MIN ACT. ................ Custodian ................ I Minor)
TEN' ENT --as tenants by the entiretles undrr Uniform Cifts tD Minims?u-t................................ ISta[0
JT TEN ---us joint tenamr. with right of Eurvivoyship
and not as tuna Rls in common "0944C p.f EAY SOCIAL SECURITY OR OTHER
10[NTwvimr. NUMRER Or T vjSm"v
For value received, the undersigned hereby- sells, assigns and transfers unto 4-an
...... enix Parts:_ Inc .................................. .. �R6"
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OR ASSIGNEE ;T
One Westbrook Corporate Center Westchester. IL 60154 -"
..---......-•----------------------------------•-• ...... .-------•-•••--....._.s.................--•-------------------......................•.......... 3.
three —thousand Shares eg;„
•JK s ref
represented by the within Certificate, and hereby irrevocably constitutes and appoints .............................. 'sus
...........................Rttorne� to transfer the said =;s
shares on the books of the within -named Corporation tuith full power of substitution in the premises. sf':
October 7 , 2015 s-fr
Dated "" •
i=1:
In presence of -°

ASSIGNMENT SEPARATE FROM CERTIFICATE
For value received, pursuant to the terms of the Stock Purchase Agreement
dated October 7 .2015 (the "Purchase Agreement"), entered into by Fenix Parts,
Inc., a Delaware corporation (" enix"), and Brent R. Butler, relating to the purchase
and sale of all of the issued and outstanding capital stock of Butler Auto Sales and
Parts, Inc., a North Carolina corporation (the "Co m an '), the undersigned hereby
assigns and transfers unto Fenix three thousand (3000) shares of the common stock
of the Company, $1.00 par value, represented by certificate No. 1 to which this
assignment separate from certificate is attached, and does hereby irrevocably
constitute and appoint any officer of the Company as attorney to transfer said
shares on the books of the Company, with full power of substitution in the premises.
October 7 .2015
WX""13�f
Brent R. Butler

A
1 ALT,
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Wakild, P. E.
Governor Director
December 4, 2012
Rodney Butler
584 McSwain Rd
Forest City, NC 28043
Dee Freeman
Secretary
Subject: NPDES Stormwater Permit Coverage Renewal
Butler Auto Parts
COC Number NCG100133
Rutherford County
Dear Permittee:
In response to your renewal application for continued coverage under stormwater General Permit NCG100000
the Division of Water Quality (DWQ) is forwarding herewith the reissued General Permit. This permit is
reissued pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of
Agreement between the state of North Carolina and the U.S. Environmental Protection Agency, dated October
15, 2007 (or as subsequently amended).
The following information is included with your permit package:
• A new Certificate of Coverage (COC)
• A copy of General Permit NCG100000
• A copy of the Technical Bulletin for the General Permit
• Two copies of the Discharge Monitoring Report (DMR) Form
• Two copies of the Qualitative Monitoring Report Form
The General Permit authorizes discharges of stormwater, and it specifies your obligations for discharge
controls, management, monitoring, and record keeping. Please review the new permit to familiarize yourself
with all the changes in the reissued permit. Your facility has six (6) months from the time of receipt of the
permit to update your current SPPP to reflect all new permit requirements.
The first sample period of your permit begins January 1, 2013. Your facility must sample a "measureable
storm event" beginning during the periods beginning January 1 and July 1 of every year (or, if applicable,
report "No Flow," as outlined in Part III, Section E). Also, please note that Tier 3 Actions in Part II of your
permit are triggered by benchmark exceedances on four occasions beginning on the effective date of this
permit and do not count prior exceedances.
The more significant changes in the General Permit since your last CDC was issued are noted either in the
Draft Permit Fact Sheet that accompanied the public notice (http://portal.ncdenr.org web/wq/ws/su/current-
notices), or in the Response to Comments / Summary of Chonges and Technical Bulletin documents that are
posted on the Stormwater Permitting Unit's website with the new General Permit. Please visit
http://Portal.ncdenr.org/web/wq/ws/su/npdessw (click on 'General Permits' tab) to review that information
for your specific General Permit carefully.
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St, Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone]
Internet' www.ncwaterqualitxorg
An Eqe Opportunity 1Affrmative Action Employer
NorthCarolina
;Va& 711y

Rodney Butler N
December 4, 2012
Page 2 of 2
Some of the changes include:
Part II:
• Section A: The Stormwater Pollution Prevention Plan (SPPP) section, if applicable, has been updated
to the most current language of our permits. Additional conditions for specific industry sectors have
been added to the SPPP requirements in some cases.
• Sections 8, C: Failure to perform analytical stormwater monitoring may result in the Division requiring
that the permittee begin a monthly sampling scheme.
• Sections B, C: A lower TSS benchmark of 50 mg/I for HOW, ORW, PNA and Tr Waters applies to these
more sensitive waters.
• Sections B, C: The monitoring parameter Oil & Grease (O&G) has been replaced by the parameter
Total Petroleum Hydrocarbons (TPH) for vehicle maintenance areas, and in some cases, other
analytical monitoring requirements.
• Sections B, C, D: Inability to sample due to adverse weather must be recorded in the SPPP, or in
separate on -site records if your General Permit does not require an SPPP. Adverse weather is defined
in the "Definitions" section of the permit.
• Sections B, C: The term "Representative Storm Event" has been replaced by "Measurable Storm
Event." A measurable storm event is defined in the permit.
• Section D: If the permittee fails to respond effectively to problems identified by qualitative
monitoring, DWQ may require the permittee to perform corrective action.
Please review Parts III and IV to understand the Standard Conditions of your new NPDES General Permit,
including Compliance and Liability, Reporting, Monitoring and Records requirements; Operation and
Maintenance obligations; and Definitions. Please note that all samples analyzed in accordance with the terms
of this permit must be submitted to the Division on Discharge Monitoring Report (DMR) forms available on
the Stormwater Permitting Unit's website above. DMR forms must be delivered to the Division no later than
30 days from the date the facility receives the sampling results from the laboratory. Also note that existing
permittees do not need to submit a renewal request prior to expiration unless directed by the Division.
Your coverage under the General Permit is transferable only through the specific action of DWQ. This permit
does not affect the legal requirements to obtain other permits which may be required by DENR, nor does it
relieve the permittee from responsibility for compliance with any other applicable federal, state, or local law,
rule, standard, ordinance, order, judgment, or decree. If you have any questions regarding this permit
package, please contact the Division's Stormwater Permitting Unit at [phone].
Sincerely,!/
for Charles Wakild, P.E.
cc: DWQ Central Files
Stormwater Permitting Unit Files
Asheville Regional Office

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG100000
CERTIFICATE OF COVERAGE No. NCG100133
STORMWATER
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
is hereby authorized to discharge stormwater from a facility located at:
Butler Auto Parts
S84 McSwain Rd
Forest City
Rutherford County
to receiving waters designated as Floyds Creek, a class C waterbody in the Broad River Basin in
accordance with the effluent limitations, monitoring requirements, and other conditions set
forth in Parts I, 11, III, and IV of General Permit No. NCG100000 as attached.
This certificate of coverage shall become effective December 4, 2012.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this 41h day of December, 2012.
for Charles Wakild, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

AUTO
IRT$ 'Butler Auto Sales & Parts, Inc.
584 McSwain Road • Forest City, NC 28043
828/245-3686 • 800/835-4645 • FAX [phone]
June 7 , 2006
Mr. Bradley Bennett
Environmental Supervisor
ova
M'
o
Stormwater Unit
North Carolina Division of Water Quality
� �f
1617 Mail Service Center
Raleigh, NC 27699-1617
T
0
Dear Mr. Bennett:
Enclosed is our site specific map identifying each discharge outfall point. We used a G1S
map to show the contours for the flow of the runoff. We reviewed this map with Wanda Frazier,
our representative from the Asheville Regional Office, at which time she advised us on the order
of the discharge sites. We are requesting that we could have discharge point # I be our
representative outfall status collection point for our permit NCGI 00133. Thank you for your
consideration on this matter.
Sincerely,
Michael Buckner
l

ro
vi
y
ov-
Status Map

Michael F. Easley
Governor
William G. Ross Jr., Secretary
Department of Environment and Natural Resources
Alan W. Klimek, P.E., Director
Division of Water Quality
April 25, 2003
Mr. Rodney Butler
584 McSwain Road
Forest City, NC 28043
Subject: General Permit No. NCG100000
Butler Auto Parts
COC NCG100133
Rutherford County
Dear Mr. Butler:
In accordance with your application for discharge permit received on January 27, 2003, we are forwarding
herewith the subject certificate of coverage to discharge under the subject state - NPDES general permit. This pen -nit is
issued pursuant to the requirements of North Carolina General Statute 143-215 .1 and the Memorandum of Agreement
between North Carolina and the US Environmental Protection agency dated December 6, 1983.
If any parts, measurement frequencies or sampling requirements contained in this permit are unacceptable to you,
you have the right to request an individual permit by submitting an individual permit application. Unless such demand is
made, this certificate of coverage shall be final and binding.
Please take notice that this certificate of coverage is not transferable except after notice to the Division of Water
Quality. The Division of Water Quality may require modification or revocation and reissuance of the certificate of
coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by the Division
of Water Quality or permits required by the Division of Land Resources, Coastal Area Management Act or any other
Federal or local governmental pen -nit that may be required.
If you have any questions concerning this permit, please contact Mack Wiggins at telephone number 919/733-
5083 ext. 542.
cc: Asheville Regional Office
Central Files
Stormwater and General Permits Unit Files
Sincerely,
Alan W. Klimek, P.E.
NiA
aub- =Ni
Customer Service
1 800 623-7748
Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone]

r•
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG100000
CERTIFICATE OF COVERAGE No. NCG100133
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
Rodney Butler
Butler Auto Parts
is hereby authorized to discharge stormwater from a facility located at
Butler Auto Parts
584 McSwain Road
Sandy Mush
Rutherford County
to receiving waters designated as an unnamed tributary to Floyds Creek, a class C water in the Broad River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III,
IV, V, and VI of General Permit No. NCG100000 as attached.
This certificate of coverage shall become effective April 25, 2003
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 25, 2003
k�'i�
Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

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Markers
Name: Discharge Site-NCG100133
Short Name: Dschrg
Coordinates: 0350 17' 16.6" N, 0810 50' 41.3" W
Comment: Butler Auto Parts, Subbasin 030802, Broad River Basin, Rutherford County,
unnamed tributary to Floyds Creek, Class C, Quad F11 SW