REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2018, is entered into by and between Workhorse Group Inc., a Nevada corporation (the “Company”), Marathon Structured Product Strategies Fund, LP, a Delaware limited partnership (“Structured Product”), Marathon Blue Grass Credit Fund, LP, a Delaware limited partnership (“Blue Grass”), Marathon Centre Street Partnership, L.P., a Delaware limited partnership (“Centre Street”), and TRS Credit Fund, LP, a Delaware limited partnership (“TRS” and collectively with Structured Product, Blue Grass and Centre Street, the “Initial Holders”).
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”).
ContractCommon Stock Purchase Warrant • January 2nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
GuaranteeGuarantee • January 2nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This Guarantee, dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), is made by 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 (together with any additional Persons named pursuant to Section 5.5, each a “Guarantor” and collectively the “Guarantors”), in favor of the Secured Parties (as defined below).
SECURITY AGREEMENTSecurity Agreement • January 2nd, 2019 • 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 31, 2018 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 “Grantor” and, collectively, the “Grantors”) and Wilmington Trust, National Association, in its capacity as agent for the benefit of the Lenders (together with its successors and assigns in such capacity, the “Secured Party”).
CREDIT AGREEMENTCredit Agreement • January 2nd, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York
This Credit Agreement dated as of December 31, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made among Workhorse Group Inc., a Nevada corporation (the “Borrower”), Wilmington Trust, National Association, not individually, but as the Agent (as defined below) for the financial institutions from time to time party to this Agreement (collectively, with their permitted successors and assignees, the “Lenders”), and the Lenders from time to time party hereto.
