EXHIBIT
4.1


 


SUBSCRIPTION
AGREEMENT


 


AMP
HOLDING INC. 


 


AMP
Holding Inc. (the "Company") has authorized for sale up
to 3,448,400 shares of common stock, $0.001 par value common stock (“Common Stock”), on a “best efforts”
basis for the maximum offering of $1,000,036. The undersigned hereby subscribes for the
Shares 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.


 


The
undersigned agrees to pay the Subscription Price for the Shares being purchased hereunder. The entire purchase price is due and
payable upon the submission of this Subscription Agreement and shall be payable by wire transfer or check.






The
Company has the right to reject this subscription in whole or in part.


 


The
undersigned acknowledges that the Securities being purchased hereunder and its component securities will not be registered under
the Securities Act of 1933 (the "Act"), or the securities laws of any state (the “State Acts”), in reliance
upon an exemption from the registration requirements of the Act and the State Acts; that absent an exemption from registration
contained in the Act and the State Acts, the Securities, would require registration; and that the Company's reliance upon such
exemptions is based, in material part, upon the undersigned's representations, warranties, and agreements contained in this Subscription
Agreement.


 


1.The
undersigned represents, warrants, and agrees as follows:


 


a.The
undersigned agrees that this Subscription Agreement is and shall be irrevocable.


 


b.The
undersigned has carefully read the Confidential Private Offering
Memorandum, dated February 25, 2015, and exhibits thereto (the “Memorandum”).
The undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms
and conditions of this Offering and the Memorandum and to obtain such additional information, to the extent the Company possesses
such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned
reasonably desires in order to evaluate the investment. The undersigned understands the Memorandum and the undersigned has had
the opportunity to discuss any questions regarding any of the disclosure in the Memorandum with his counsel or other advisor.
Notwithstanding the foregoing, the only information upon which the undersigned has relied is that set forth in the Memorandum
and the associated risk factors. The undersigned has received no representations or warranties from the Company, its employees,
agents or attorneys, in making this investment decision other than as set forth in the Memorandum. The undersigned does not desire
to receive any further information.


 


c.The
undersigned is aware that the purchase of the Shares is a speculative investment involving a high degree of risk, that there is
no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose the total amount
of this investment.






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d.The
undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Shares
for investment, or any recommendation or endorsement of the Shares.


 


e.The
undersigned is purchasing the Shares for the undersigned's own account, with the intention of holding the Shares with no present
intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly
or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration
under the Act and any applicable securities laws of any state or unless an exemption from registration is available under those
laws.


 


f.The
undersigned represents that if an individual, he has adequate means of providing for his or her current needs and personal and
family contingencies and has no need for liquidity in this investment in the Securities. The undersigned has no reason to anticipate
any material change in his or her personal financial condition for the foreseeable future.


 


g.The
undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely,
or to afford a complete loss of his investment in the Shares.


 


h.The
undersigned represents that the undersigned's overall commitment to investments which are not readily marketable is not disproportionate
to the undersigned's net worth, and the undersigned's investment in the Shares will not cause such overall commitment to become
excessive. The undersigned understands that the statutory basis on which the Securities are being sold to the undersigned and
others would not be available if the undersigned's present intention were to hold the Securities for a fixed period or until the
occurrence of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission (the “Commission”),
a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the
market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in
connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Securities,
and for which such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of
securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's
representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration
is not available. The undersigned will not pledge, transfer or assign this Subscription Agreement.


 


i.The
undersigned represents that the funds provided for this investment are either separate property of the undersigned, community
property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole
right of management. The undersigned is purchasing the Shares with the funds of the undersigned and not with the funds of any
other person, firm, or entity and is acquiring the Securities for the undersigned's account. No person other than the undersigned
has any beneficial interest in the Securities being purchased hereunder.


 






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j.The
address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence
if he or she is an individual, or its principal business address if it is a corporation or other entity.


 


k.The
undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares.


 


l.The
undersigned acknowledges that the certificates for the Shares which the undersigned will receive will contain a legend substantially
as follows:


 


			THE
                                         SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                                         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED
                                         FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
                                         BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE
                                         DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
                                         AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
                                         UNDER SUCH ACT.



The
undersigned further acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance
with the Act. The undersigned further acknowledges that the Company is under no obligation to aid the undersigned in obtaining
any exemption from registration requirements.


 


m.               
The undersigned represents that he is an “accredited investor” as that term is defined under the Act.


 


2.The
undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in
the Subscription Agreement. 


 


3.The
Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of
the State of Nevada. The Company represents that it has all requisite power and authority, and all necessary authorizations, approvals
and orders required as of the date hereof to enter into this Subscription Agreement and to be bound by the provisions and conditions
hereof.


 


4.Except
as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver
is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right
or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a
bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately
or concurrently.


 






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5.The
parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this
Subscription Agreement, together with any instruments or documents executed simultaneously herewith in connection with this offering,
constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore
had between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instruments
and documents, which alone fully and completely expresses their agreement.


 


6.This
Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement.


 


7.The
parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof.


 


8.This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York and the undersigned
hereby consents to the jurisdiction of the courts of the State of New York and the United States District Courts situated therein.


 


9.
The undersigned represents and warrants that he, she or it comes within one category marked below, and that for any category
marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the undersigned comes within that
category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the answers set forth below.


 






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	Category A___ 		The undersigned is
an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently
exceeds $1,000,000. (In calculating net worth you may include equity in personal property and real estate, including your principal
residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on
the fair market value of such property less debt secured by such property.)



	 		 



	Category B___ 		The undersigned is
an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years,
or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax
exempt income and full amount of capital gains and losses but excluding any income of her family members and any unrealized capital
appreciation) and has a reasonable expectation of reaching the same income level in the current year.



	 		 



	Category C___		 The undersigned is
a director or executive officer of the Company.



	 		 



	Category D___		 The undersigned is a bank;
a savings and loan association; insurance company; registered investment company; registered business development company; licensed
small business investment company ("SBIC"); or employee benefit plan within the meaning of Title 1 of ERISA and (a)
the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or
registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment
decisions made solely by persons that are accredited investors. (describe entity)



	 		 



	Category E___		 The undersigned is a private
business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940. (describe entity)



	 		 



	Category F___		 The undersigned is
either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3)
of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities and with total assets
in excess of $5,000,000. (describe entity)



	 		 



	Category G___		 The undersigned is
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the
purchase is directed by a "sophisticated investor" as defined in Regulation 506(b)(2)(ii) under the Act.



	 		 



	Category H___		 The undersigned is
an entity (other than a trust) in which all of the equity owners are "accredited investors" within one or more of the
above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this agreement.



 


The
undersigned agrees that the undersigned will notify the Company at any time on or prior to the closing in the event that the representations
and warranties in this agreement shall cease to be true, accurate and complete.






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10.SUITABILITY
(please answer each question)


 


(a)
Please describe your current employment, including the company by which you are employed and its principal business:


 


(b)
Please describe any college or graduate degrees held by you:


 


(c)
Please list types of prior investments:


 


(d) Please
state whether you have participated in other private placements before:


 


YES_______
NO_______


 


(e)
If your answer to question (d) above was "YES", please indicate frequency of such prior participation in private
placements of:


 


	 	Public
    Companies	Private
    Companies
	Frequently	 	 
	Occasionally	 	 
	Never	 	 


 


(f)
Do you expect your current level of income to significantly decrease in the foreseeable future:


 


YES_______
NO_______


 


(g)
For trust, corporate, partnership and other institutional subscribers, do you expect your total assets to significantly decrease
in the foreseeable future:


 


YES_______
NO_______


 


(h)
Do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden
cash requirements in excess of cash readily available to you:


 


YES_______
NO_______


 


(i)
Are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?


 


YES_______
NO_______


 






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(j)
Do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your
entire investment?


 


YES_______
NO_______


 


11.
MANNER IN WHICH TITLE IS TO BE HELD. (circle one)


 


 


(a)Individual
Ownership


(b)Community
Property


(c)Joint
Tenant with Right of Survivorship (both parties must sign)


(d)
Partnership


(e)
Tenants in Common


(f)
Company


(g)
Trust


(h)
Other


 


12.
FINRA AFFILIATION.


 


Are
you affiliated or associated with an FINRA member firm (please check one):


 


Yes
_________ No __________


 


If
Yes, please describe:


 


If
you are affiliated or associated with an FINRA member firm, please advise if you are purchasing the Securities in the ordinary
course of business and that you have no agreements or understandings, directly or indirectly, with any person to distribute the
securities. (please check one):


 


Yes
_________ No __________


 






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*If
the undersigned is a Registered Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate
party:


 


The
undersigned FINRA member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of
Fair Practice.


 


____________________________


Name
of FINRA Member Firm


 


 


By:
_________________________


Authorized
Officer


 


Date:


 


13.
The undersigned is informed of the significance to the Company of the foregoing representations and answers contained therein
and such answers have been provided under the assumption that the Company will rely on them.


 


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EXECUTION
BY SUBSCRIBER


 


 


$_________________________
($0.29 per share) (the “Subscription Price”)


 


Shares_____________________
(determined by dividing the above subscription amount by $0.29) 


 


 


 







Exact
Name in Which Title is to be Held


 


 







(Signature)


 


 







 Name
and Title (if applicable)


 


 







 Address:
Number and Street


 


 







 CityStateZip
Code


 


 







 Social
Security Number or Tax Identification Number


 


 


 


Accepted
this ___ day of _________, 2015 on behalf of AMP Holding Inc. 


 





	 	
	 	 
	 	By: 	
	 	 	Name:
Title



 


  


 


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