0001013762-13-000399 Sample Contracts

SECURITY AGREEMENT
Security Agreement • March 15th, 2013 • AMP Holding Inc. • Motor vehicles & passenger car bodies • Illinois

SECURITY AGREEMENT (this “Agreement”), dated as of March 13, 2013, by and among AMP Trucks Inc., an Indiana corporation (the “Company”) and the secured party signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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SUBSCRIPTION AGREEMENT AMP HOLDING INC.
Subscription Agreement • March 15th, 2013 • AMP Holding Inc. • Motor vehicles & passenger car bodies • Ohio

AMP Holding Inc. (the "Company") has authorized for sale an aggregate of 16,250,000 shares of common stock, $0.001 par value common stock, together with common stock purchase warrants to acquire an aggregate of 8,125,000 shares of common stock at $0.40 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.

Space above for recorder’s use only)
Mortgage, Security Agreement • March 15th, 2013 • AMP Holding Inc. • Motor vehicles & passenger car bodies • Indiana

This instrument was prepared by and after recording should be mailed to: Roberto S. Miceli Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, IL 60654

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 15th, 2013 • AMP Holding Inc. • Motor vehicles & passenger car bodies

This Amendment No. 1 (this “Amendment”) is made to that certain Asset Purchase Agreement (the “Agreement”), dated as of March 4, 2013, by and between Seller and Buyer. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

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