0001013762-12-001724 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies • New York

WHEREAS, in connection with the Investment Agreement by and between the Company and the Investor of equal date as the Agreement hereto (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s Common Stock $0.001 par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and

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INVESTMENT AGREEMENT
Investment Agreement • August 24th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies • New York

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to seven million five hundred thousand dollars ($7,500,000) to purchase the Company's Common Stock, $0.001 par value per share (the "Common Stock"); and

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