Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and the Annual Report are available at the Investor Relations portion of our website at http://www.ampelectricvehicles.com. AMP HOLDING INC. Annual Meeting of Stockholders January 30, 2015 10:30 AM THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMP HOLDING INC. The undersigned stockholder of AMP Holding Inc., a Nevada corporation (the “Company”), hereby appoints Stephen S. Burns and Martin Rucidlo, and each of them, each with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, all of the shares of common stock of the Company which the undersigned is entitled to vote, on all matters that may properly come before the Annual Meeting of Stockholders of the Company to be held January 30, 2015, at the Company’s headquarters located at 100 Commerce Drive, Loveland, Ohio 45140, and at any adjournment or postponement thereof. The undersigned stockholder hereby revokes any proxy or proxies heretofore given by the undersigned for the Annual Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HERERIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Continued and to be signed on reverse side AMP HOLDING INC. 100 Commerce Drive Loveland, Ohio 45140 VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to 1859 Whitney Mesa Drive, Henderson, NV 89014. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of Directors     2. James E. Taylor Stephen S. Burns Raymond J. Chess Vote FOR all nominees (except as marked)  Vote WITHHELD from all nominees Amendment of Articles of Incorporation to increase the aggregate number of authorized shares of common stock to 500,000,000.  For  Against  Abstain 3. Ratification of the appointment of Clark, Schaefer, Hackett & Co. as independent registered public accounting firm for the fiscal year ending December 31, 2014. o For  Against  Abstain NOTE: The proxies are authorized to vote on all such matters as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date