First Amendment to Combination Agreement

Exhibit 10.37

First Amendment to

Combination Agreement

This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 5, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Xxxx Xxxx, Xxxx Xxxx and Xxxxxxx Xxxx (each a “Shareholder” and together the “Shareholders”), and Xxxx Brothers, Inc., a New York corporation (the “Company”).

Whereas, the Parties have entered into a Combination Agreement dated as of August 11, 2014 (the “Combination Agreement”); and

Whereas, the Parties desire to amend the Combination Agreement as set forth herein,

It is agreed as follows:

1. Capitalized terms without definition shall have the same meaning as given in the Combination Agreement.

2. Section 9.1(a)(3) of the Combination Agreement shall be deleted and replaced in its entirety with the following:

(3) Closing has not occurred by May 15, 2015 (the “Outside Date”) (other than as a result of Fenix’s breach of or failure to perform its obligations under this Agreement);

3. Section 9.1(b)(3) of the Combination Agreement shall be deleted and replaced in its entirety with the following:

(3) Closing has not occurred by May 15, 2015 (the “Outside Date”) (other than as a result of the Shareholders’ breach of or failure to perform their obligations under this Agreement);

4. The definitions of “Interim Balance Sheet” and “Interim Financial Statements” shall be modified to include the Company’s balance sheet and financial statements as of and for the period ended December 31, 2014.

5. Except as expressly amended by the terms of this Amendment, the Combination Agreement is in all respects ratified and confirmed.

Signatures appear on the following page

1

In witness, the Parties have executed this Amendment.

Fenix Parts, Inc.
By		/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Chief Executive Officer
		/s/ Xxxx Xxxx
		Xxxx Xxxx
		/s/ Xxxx Xxxx
		Xxxx Xxxx
		/s/ Xxxxxxx Xxxx
		Xxxxxxx Xxxx
Xxxx Brothers, Inc.
By		/s/ Xxxx Xxxx
		Xxxx Xxxx
		Vice President

Signature page to First Amendment to Combination Agreement

2