0001013762-11-001300 Sample Contracts

SUBSCRIPTION AGREEMENT AMP HOLDING INC.
Subscription Agreement • May 12th, 2011 • AMP Holding Inc. • Services-business services, nec • New York

AMP Holding Inc. (the "Company") has authorized for sale 416,667 shares of common stock, $0.001 par value common stock (“Common Stock”), on a “best efforts, all or none” basis for the minimum offering of $250,000 and 8,333,333 shares of Common Stock on a “best efforts” basis for the maximum offering of $5,000,000, which may be increased to $5,500,000 at the discretion of the Company and the Placement Agent. For each ten (10) Shares purchased, each investor will receive a common stock purchase warrant (the “Warrants”) to purchase up to five (5) shares of common stock for a period of two (2) years at an exercise price of $0.80 per share. The undersigned hereby subscribes for the Shares and the Warrants for the Subscription Price (as defined on the signature page attached hereto). The shares of Common Stock offered for sale by the Company are hereinafter referred to as the Shares and together with the Warrants shall be collectively referred to as the “Securities”.

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