On January 6, 2017, for $150,000 in cash, Fenix Parts, Inc. (the
Company) issued to Kent Robertson, the Companys President and
CEO, 53,571 unregistered shares of common stock at $2.80 per
share (the closing price of a share of the Companys common stock
on January 6, 2017). In addition, on the same date, the Company
issued an option to Mr. Robertson to purchase 76,531 unregistered
shares of the Companys common stock at an exercise price of $2.80
per share.

On January 6, 2017, for $100,000 in cash, the Company issued to
Scott Pettit, the Companys Chief Financial Officer, 35,714
unregistered shares of common stock at $2.80 per share (the
closing price of a share of the Companys common stock on January
6, 2017). In addition, on the same date, the Company issued an
option to Mr. Pettit to purchase 51,020 unregistered shares of
the Companys common stock at an exercise price of $2.80 per
share.

The options issued to Mr. Robertson and Mr. Pettit are fully
vested and may be exercised at any time, in whole or in part,
prior to January 6, 2020.

The foregoing issuances were exempt from registration under the
Securities Act to Section 4(a)(2) thereof on the basis that the
transactions did not involve a public offering.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On January 4, 2017, Kent Robertson, the President and CEO of
Fenix Parts, Inc. (the Company) entered into an employment
agreement with the Company, the term of which is effective as of
January 4, 2017 and expires on December 31, 2018. The employment
agreement automatically renews on January 1 of each year,
beginning in 2019, unless terminated in accordance with the terms
of the agreement. This employment agreement supersedes the offer
letter and noncompetition agreement previously entered into
between Mr. Robertson and the Company. Mr. Robertson will receive
an annual base salary of $300,000. Mr. Robertson will be eligible
to receive annual cash bonuses, for 2016 at the discretion of the
Companys compensation committee, and for 2017 and thereafter, in
accordance with a written plan to be established by the
compensation committee. Mr. Robertson also will be eligible to
receive equity incentive awards under the Companys stock plan,
for 2016 at the discretion of the Companys compensation
committee, and for 2017 and thereafter, in accordance with a
written plan to be established by the compensation committee. In
the event of termination of Mr. Robertsons employment following a
change of control, he will receive certain severance benefits,
including immediate vesting of unvested stock options and
restricted stock awards and (i) a payment equal to 3 times his
base salary if his employment agreement is not assumed by the
successor or if he is terminated without cause within 12 months
following a change of control or (ii) a payment equal to 2 times
his base salary if terminated without cause more than 12 months
following a change of control. Mr. Robertsons employment
agreement also contains noncompetition and nonsolicitation
provisions. The preceding description of Mr. Robertsons
employment agreement is qualified in its entirety by reference to
the agreement, which is attached hereto as Exhibit 10.1.

On January 4, 2017, Scott Pettit, the Chief Financial Officer of
the Company entered into an employment agreement with the
Company, the term of which is effective as of January 4, 2017 and
expires on December 31, 2018. The employment agreement
automatically renews on January 1 of each year, beginning in
2019, unless terminated in accordance with the terms of the
agreement. This employment agreement supersedes the offer letter
and noncompetition agreement previously entered into between Mr.
Pettit and the Company. Mr. Pettit will receive an annual base
salary of $250,000. Mr. Pettit will be eligible to receive annual
cash bonuses, for 2016 at the discretion of the Companys
compensation committee, and for 2017 and thereafter, in
accordance with a written plan to be established by the
compensation committee. Mr. Pettit also will be eligible to
receive equity incentive awards under the Companys stock plan,
for 2016 at the discretion of the Companys compensation
committee, and

for 2017 and thereafter, in accordance with a written plan to be
established by the compensation committee. In the event of
termination of Mr. Pettits employment following a change of
control, he will receive certain severance benefits, including
immediate vesting of unvested stock options and restricted stock
awards and (i) a payment equal to 2 times his base salary if his
employment agreement is not assumed by the successor or if he is
terminated without cause within 12 months following a change of
control or (ii) a payment equal to his base salary if terminated
without cause more than 12 months following a change of control.
Mr. Pettits employment agreement also contains noncompetition and
nonsolicitation provisions. The preceding description of Mr.
Pettits employment agreement is qualified in its entirety by
reference to the agreement, which is attached hereto as Exhibit
10.2.

On January 4, 2017, Art Golden, the Chief Operating Officer of
the Company entered into an employment agreement with the
Company, the term of which is effective as of January 4, 2017 and
expires on December 31, 2018. The employment agreement
automatically renews on January 1 of each year, beginning in
2019, unless terminated in accordance with the terms of the
agreement. This employment agreement supersedes the offer letter
and noncompetition agreement previously entered into between Mr.
Golden and the Company. Mr. Golden will receive an annual base
salary of $250,000. Mr. Golden will be eligible to receive annual
cash bonuses, for 2016 at the discretion of the Companys
compensation committee, and for 2017 and thereafter, in
accordance with a written plan to be established by the
compensation committee. Mr. Golden also will be eligible to
receive equity incentive awards under the Companys stock plan,
for 2016 at the discretion of the Companys compensation
committee, and for 2017 and thereafter, in accordance with a
written plan to be established by the compensation committee. In
the event of termination of Mr. Goldens employment following a
change of control, he will receive certain severance benefits,
including immediate vesting of unvested stock options and
restricted stock awards and (i) a payment equal to 2 times his
base salary if his employment agreement is not assumed by the
successor or if he is terminated without cause within 12 months
following a change of control or (ii) a payment equal to his base
salary if terminated without cause more than 12 months following
a change of control. Mr. Goldens employment agreement also
contains noncompetition and nonsolicitation provisions. The
preceding description of Mr. Goldens employment agreement is
qualified in its entirety by reference to the agreement, which is
attached hereto as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits