0001013762-14-000632 Sample Contracts

SUBSCRIPTION AGREEMENT AMP HOLDING INC.
Subscription Agreement • May 28th, 2014 • AMP Holding Inc. • Motor vehicles & passenger car bodies • Ohio

AMP Holding Inc. (the "Company") has authorized for sale an aggregate of 90,000,000 shares of common stock, $0.001 par value common stock, together with common stock purchase warrants to acquire an aggregate of 45,000,000 shares of common stock at $0.15 per share for a period of three years, a form which is attached hereto as Exhibit A (the “Warrants”). The undersigned hereby subscribes for the Shares (as defined on the signature page attached hereto) and the Warrants.

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CONVERSION AGREEMENT
Conversion Agreement • May 28th, 2014 • AMP Holding Inc. • Motor vehicles & passenger car bodies

THIS CONVERSION AGREEMENT, dated as of ___________ __, 2014 is made by and between AMP Holding Inc., a Nevada corporation (“Company”), and the signatory set forth on the signature page attached hereto (the “Conversion Party”).

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