0001213900-17-000725 Sample Contracts

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

• Contract Type
  Underwriting Agreement
• Filed
  January 27th, 2017
• Company
  Workhorse Group Inc.
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  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

CONVERSION AGREEMENT

Conversion Agreement • January 27th, 2017 • Workhorse Group Inc. • Motor vehicles & passenger car bodies

• Contract Type
  Conversion Agreement
• Filed
  January 27th, 2017
• Company
  Workhorse Group Inc.
• Industry
  Motor vehicles & passenger car bodies

THIS CONVERSION AGREEMENT (the "Agreement"), dated as of January 27, 2017 is made by and between Workhorse Group Inc., a Nevada corporation (the “Company”), and Joseph T. Lukens (the “Holder”).