Agreement to Convert Promissory Notes to Secured Convertible Debenture between AMP Holding Inc. and Stephen Burns

Contract Categories: Business Finance › Note Agreements
Summary

This agreement is between AMP Holding Inc. and Stephen Burns. Stephen Burns, the holder of several promissory notes totaling $389,250, agrees to convert the amounts owed under these notes into a Secured Convertible Debenture, as outlined in the attached documents. AMP Holding Inc. agrees to issue the debenture and related documents in exchange. The agreement is effective upon execution by both parties and replaces the previous promissory notes with the new debenture arrangement.

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EX-4.5 2 ex45.htm EXHIBIT 4.5 ex45.htm
Exhibit 4.5
 
Stephen Burns
c/o AMP Holding Inc.
100 Commerce Boulevard
Loveland, Ohio 45140

July 10, 2012

AMP Holding Inc.
100 Commerce Boulevard
Loveland, Ohio 45140

Attention: Richard J. Calme, CFO
 
 
Re:
Promissory Notes (the “Notes”) dated September 29, 2011 in the amount of $62,000, December 31, 2011 in the amount of $200,000, May 30, 2012 in the amount of $12,250, May 31, 2012 in the amount of $15,000 and June 5, 2012 in the amount of $100,000 between AMP Holding Inc. (“Maker”) and Stephen Burns (“Holder”)

Dear Mr. Taylor:

Reference is hereby made to the Notes.  Please be advised that I wish to convert the aggregate amount owed to me under the Notes to the Secured Convertible Debenture (the “Debenture”) attached hereto as Exhibit A.  Enclosed is the fully executed Securities Purchase Agreement and Security Agreement. Please deliver the standard debenture and warrant together with the countersigned Securities Purchase Agreement and Security Agreement.

I kindly request that you execute this letter below indicating that you agree with the above.

 
Sincerely,

/s/Stephen Burns
Stephen Burns

AGREED AND ACKNOWLEDGED:

AMP Holding Inc.

By: Richard J. Calme
Name: Richard J. Calme
Title: Acting Chief Financial Officer