Title Starts Online, Inc. Sample Contracts

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”):

SECURITIES PURCHASE AGREEMENT
Securities 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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

UNDERWRITING AGREEMENT
Underwriting 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. $25,000,000 SHARES COMMON STOCK AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENT
Sales Agreement • June 22nd, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
INVESTMENT AGREEMENT
Investment 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

PURCHASE AGREEMENT
Purchase 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 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”).

WORKHORSE GROUP INC. 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

Contract
Convertible Note • July 17th, 2015 • Workhorse Group Inc. • 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.

INDEMNIFICATION AGREEMENT
Indemnification 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").

FORM OF WARRANT] WORKHORSE GROUP INC. Warrant To Purchase Common Stock
Warrant Agreement • September 14th, 2017 • Workhorse Group Inc. • 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

EXECUTIVE RETENTION AGREEMENT
Executive 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 AGREEMENT
Pledge 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”).

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Subscription 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”).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • March 15th, 2024 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Delaware

This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of March 15, 2024, by Workhorse Technologies Inc., an Ohio corporation (“WTI”), Workhorse Motor Works Inc., an Indiana corporation (“WMW”), Workhorse Properties Inc., an Ohio corporation (“WPI”), Horsefly Inc., a Nevada corporation (“Horsefly”), Stables & Stalls LLC, a Delaware limited liability company (“Stables”), Stables & Stalls Real Estate I LLC, a Delaware limited liability company (“Stables Real Estate”), RouteHorse LLC, a Delaware limited liability company (“RouteHorse”) and ESG Logistics Corp., an Ohio corporation (“ESG”, and together with WTI, WMW, WPI, Horsefly, Stables, Stables Real Estate, RouteHorse and any other entity that may become a party hereto as provided herein, collectively, the “Guarantors”, and each, a “Guarantor”), in favor of the Buyers (as defined below) under the Securities Purchase Agreement (as defined below) and the Agent (as defined below) (including their respective successors, transferees and ass

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Share 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 AGREEMENT
Registration 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”).

EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENT
Employee Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement • May 19th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio

THIS EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENT is entered into as of the 19th day of May, 2017 between _______________________, and WORKHORSE GROUP INC., a Nevada corporation with a place of business at 100 Commerce Drive, Loveland, Ohio 45140 (the “Company”).

AMP HOLDING INC. STOCK OPTION AGREEMENT
Stock 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"):

GUARANTY
Guaranty • 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.

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2021 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Ohio

This Employment Agreement (this "Agreement") is made and entered into as of April 20, 2021 (the “Effective Date”) by and between WORKHORSE GROUP INC., a Nevada corporation (the "Company"), and John Graber (the "Executive").

WORKHORSE GROUP INC. DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Director 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”):

SECURITY AGREEMENT
Security 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”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2025 • Workhorse Group Inc. • Motor vehicles & passenger car bodies

This Second Amendment to Employment Agreement (“Second Amendment”) is made and entered into effective as of August 15, 2025 (the “Effective Date”), by and between Workhorse Group Inc., a Nevada corporation (the “Company”), and James D. Harrington (“Executive”).

SECURITY AGREEMENT
Security Agreement • March 15th, 2024 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • Delaware

This SECURITY AGREEMENT dated March 15, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by Workhorse Group Inc., a Nevada corporation (“Company”), Workhorse Technologies Inc., an Ohio corporation (“WTI”), Workhorse Motor Works Inc., an Indiana corporation (“WMW”), Workhorse Properties Inc., an Ohio corporation (“WPI”), Horsefly Inc., a Nevada corporation (“Horsefly”), Stables & Stalls LLC, a Delaware limited liability company (“Stables”), Stables & Stalls Real Estate I LLC, a Delaware limited liability company (“Stables Real Estate”), RouteHorse LLC, a Delaware limited liability company (“RouteHorse”) and ESG Logistics Corp., an Ohio corporation (“ESG”, and together with Company, WTI, WMW, WPI, Horsefly, Stables, Stables Real Estate, RouteHorse and each such Additional Grantor, collectively, the “Grantors”), to [*] (“[*]”), as collateral agent (in such capacity, together with any duly appointed

UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York

Cowen and Company, LLC as Representative of the several Underwriters named in Schedule I hereto c/o Cowen and Company, LLC

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2019, 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”).

Securities Purchase Agreement Investor Package October 12, 2015 INSTRUCTIONS FOR INVESTING
Securities 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.

280G CUT-BACK AGREEMENT
280g Cut-Back Agreement • November 10th, 2025 • Workhorse Group Inc. • Motor vehicles & passenger car bodies

This 280G CUT-BACK AGREEMENT (this “Agreement”) is entered into on August 15, 2025 by and between Workhorse Group Inc., a Nevada corporation (the “Company”), and Richard F. Dauch (the “Executive”).

CONVERSION AGREEMENT
Conversion 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”).