0001628280-20-014517 Sample Contracts

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”).

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WORKHORSE GROUP INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF and U.S. Bank National Association as Trustee and Collateral Agent INDENTURE Dated as of October 14, 2020 Senior Secured Convertible Notes due 2024
Indenture • October 16th, 2020 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York

INDENTURE, dated as of October 14, 2020, among Workhorse Group Inc., a Nevada corporation, as issuer (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereof and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

SECURITY AGREEMENT
Security Agreement • October 16th, 2020 • 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 October 14, 2020 among Workhorse Group Inc., a Nevada corporation (the “Company”) and each of its Subsidiaries signatory hereto (together with any other entity that may become a party hereto as provided herein, collectively without differentiation, and each individually, a “Grantor”), and U.S. Bank National Association, 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”). The obligations of each Grantor hereunder are joint and several.

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