UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2018 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
The undersigned, Workhorse Group Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
WORKHORSE GROUP INC.,Indenture • December 28th, 2023 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of December 27, 2023, among Workhorse Group Inc., a Nevada corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, in connection with the Investment Agreement by and between the Company and the Investor of equal date as the Agreement hereto (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s Common Stock $0.001 par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2020 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2020, is by and among Workhorse Group Inc., a Nevada corporation with offices located at 100 Commerce Drive, Loveland, Ohio 45140 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INVESTMENT AGREEMENTInvestment Agreement • August 24th, 2012 • AMP Holding Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to seven million five hundred thousand dollars ($7,500,000) to purchase the Company's Common Stock, $0.001 par value per share (the "Common Stock"); and
WORKHORSE GROUP INC. $25,000,000 SHARES COMMON STOCK AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENTSales Agreement • June 22nd, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
PURCHASE AGREEMENTPurchase Agreement • December 12th, 2023 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 12, 2023 is made by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITY AGREEMENTSecurity 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”).
FORM OF WARRANT] WORKHORSE GROUP INC. Warrant To Purchase Common StockWorkhorse Group Inc. • September 14th, 2017 • Motor vehicles & passenger car bodies • New York
Workhorse Group Inc., a company organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Sec
WORKHORSE GROUP INC. 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
Oppenheimer & Co. Inc. Cowen and Company, LLC as Representatives of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004
Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[*]” to indicate where omissions have been made. The marked information has been omitted because it is (i)...Registration Rights Agreement • December 12th, 2023 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2023, is entered into by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractWorkhorse Group Inc. • July 17th, 2015 • Motor vehicles & passenger car bodies • Nevada
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2015 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2015, is entered into by and between WORKHORSE GROUP INC., a Nevada corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 19th, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio
This Executive Retention Agreement (the “Agreement”) is made and entered into as of February 18, 2019 (the “Effective Date”) by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and Robert Willison (the “Executive”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 27th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December [__], 2017 (this “Agreement”), is made by Surefly, Inc., a Delaware corporation (“SFI”), and each other Subsidiary of SFI hereafter becoming party hereto in accordance with Section 5(m) hereof (together with SFI, each a “Grantor” and, collectively, the “Grantors”), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Nevada
This Indemnification Agreement (this "Agreement"), dated as of May 19, 2017 is made by and between WORKHORSE GROUP INC., a Nevada corporation (the "Company”), and _______________, a director and/or officer of the Company (the "Indemnitee").
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio
This Employment Agreement (this “Agreement”) is made and entered into as of August 16, 2021 by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and James Harrington (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2008 • Title Starts Online, Inc. • Services-business services, nec • Nevada
THIS SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________, 2008, by and among Title Starts Online, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2011 • AMP Holding Inc. • Services-business services, nec • Ohio
This Agreement (the “Agreement”), dated as of January 12, 2011, is by and between AMP Holding Inc., a Nevada corporation (the “Company”) and Paul V. Gonzales (hereinafter referred to as the “Executive”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 4th, 2010 • Title Starts Online, Inc. • Services-business services, nec • New York
SHARE EXCHANGE AGREEMENT, dated as of December 28, 2009 (the “Agreement”), by and among TITLE STARTS ONLINE , INC., a Nevada corporation (“Purchaser”), MARK DEFOOR (the “Majority Stockholder”), ADVANCED MECHANICAL PRODUCTS, INC., an Ohio corporation, (the “Company”), and each of the shareholders of the Company set forth on the signature page hereof (collectively, the “Sellers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2020, is entered into by and between Workhorse Group Inc., a Nevada corporation (the “Company”), and Antara Capital LP, a Delaware limited partnership (the “Initial Holder”).
ContractWorkhorse Group Inc. • November 12th, 2015 • Motor vehicles & passenger car bodies • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
AMP HOLDING INC. STOCK OPTION AGREEMENTStock Option Agreement • June 1st, 2011 • AMP Holding Inc. • Services-business services, nec
This Stock Option Agreement ("Agreement") is made and entered into as of the date set forth below, by and between AMP HOLDING INC., a Nevada corporation (the "Company"), and the following consultant to the Company (herein, the "Optionee"):
WORKHORSE GROUP INC. DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENTDirector Nonstatutory Stock Option Agreement • September 16th, 2016 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio
This DIRECTOR Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and the following Director of the Company (herein, the “Optionee”):
GUARANTYGuaranty • December 27th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This GUARANTY, dated as of December [__], 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of the “Buyers” (as defined below) party to the Securities Purchase Agreement referenced below.
Securities Purchase Agreement Investor Package October 12, 2015 INSTRUCTIONS FOR INVESTINGSecurities Purchase Agreement • November 12th, 2015 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (the “Agreement”) is entered into by and between Workhorse Group Inc., a Nevada corporation (the “Company”), and the undersigned purchaser or purchasers (the “Purchaser”, and collectively with other purchasers similarly situated, the “Purchasers”) as of the latest date set forth on the signature page hereto.
CONVERSION AGREEMENTConversion Agreement • January 4th, 2010 • Title Starts Online, Inc. • Services-business services, nec
THIS CONVERSION AGREEMENT, dated as of December 28, 2009 is made by and between Title Starts Online, Inc., a Nevada corporation (“Company”), and Ziu Zhang (“Investor”).
ContractAMP Holding Inc. • June 1st, 2011 • Services-business services, nec • Ohio
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
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.
SUBSCRIPTION AGREEMENT AMP HOLDING INC.Subscription Agreement • May 12th, 2011 • AMP Holding Inc. • Services-business services, nec • New York
AMP Holding Inc. (the "Company") has authorized for sale 416,667 shares of common stock, $0.001 par value common stock (“Common Stock”), on a “best efforts, all or none” basis for the minimum offering of $250,000 and 8,333,333 shares of Common Stock on a “best efforts” basis for the maximum offering of $5,000,000, which may be increased to $5,500,000 at the discretion of the Company and the Placement Agent. For each ten (10) Shares purchased, each investor will receive a common stock purchase warrant (the “Warrants”) to purchase up to five (5) shares of common stock for a period of two (2) years at an exercise price of $0.80 per share. The undersigned hereby subscribes for the Shares and the Warrants 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 and together with the Warrants shall be collectively referred to as the “Securities”.
PLEDGE AGREEMENTPledge Agreement • January 2nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
THIS PLEDGE AGREEMENT is made as of December 31, 2018 (the “Agreement”), among Workhorse Group Inc., a Nevada corporation, Workhorse Technologies Inc., an Ohio corporation, Workhorse Properties Inc., an Ohio corporation, Workhorse Motor Works Inc., an Indiana corporation, and Surefly, Inc., a Delaware corporation (each a “Pledgor” and, collectively, the “Pledgors”) and Wilmington Trust National Association, in its capacity as agent (the “Agent”) for the Lenders (as defined below) (in such capacity, together with its successors and assigns, the “Pledgee”).
Workhorse Group Inc. 2019 Incentive Stock Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2022 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio
SECURITY AGREEMENTSecurity Agreement • December 28th, 2023 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 27, 2023 among Workhorse Group Inc., a Nevada corporation (the “Pledgor”), each of the Subsidiaries of the Pledgor from time to time party hereto (together with the Pledgor and all Additional Grantors (as defined below), the “Grantors”) and High Trail Special Situations LLC, a Delaware limited liability company, in its capacity as collateral agent for the benefit of the Holders (as defined below) (together with its successors and assigns in such capacity, the “Secured Party”).
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE OF CLAIMSEmployment Separation Agreement and Release of Claims • October 21st, 2021 • Workhorse Group Inc. • Motor vehicles & passenger car bodies
This Employment Separation Agreement and Release of Claims (“Agreement”) is made by and between WORKHORSE GROUP, INC., a Nevada corporation (the “Company”) and ROBERT WILLISON (the “Employee”) (collectively, the “Parties”) as of the Effective Date (defined herein).
ESCROW AGREEMENTEscrow Agreement • July 25th, 2008 • Title Starts Online, Inc. • Services-business services, nec • Illinois
This ESCROW AGREEMENT is made and entered into as of July 24, 2008 by and between Title Starts Online, Inc., a Nevada corporation (the “Company”), and Synergy Law Group, LLC, an Illinois limited liability company (the “Escrow Agent”).
