First Amendment to Combination Agreement

Exhibit 10.40

First Amendment to

Combination Agreement

This First Amendment to Combination Agreement (this “Amendment”) is entered into as of March 4, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (each a “Shareholder” and together the “Shareholders”), and Horseheads Automotive Recycling, Inc., a New York corporation (the “Company”).

Whereas, the Parties have entered into a Combination Agreement dated as of August 27, 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

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In witness, the Parties have executed this Amendment.

Fenix Parts, Inc.
By		/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Chief Executive Officer
		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx Xxxxxx
		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx Xxxxxxx
		/s/ Xxxxx X. Xxxxxx
		Xxxxx Xxxxxx
		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		/s/ Xxxxxxxx Xxxxxxx
		Xxxxxxxx Xxxxxxx
		/s/ Xxxxx X. Xxxxxxx
		Xxxxx Xxxxxxx
		/s/ Xxxxxxx Xxxxxxxx
		Xxxxxxx Xxxxxxxx
Horseheads Automotive Recycling, Inc.
By		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Secretary

Signature page to First Amendment to Combination Agreement

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