Exhibit
10.1


 


SERVICES
PARTNER AGREEMENT


 


This
Services Partner Agreement (“Agreement”) is made and entered into as of April 27, 2017 (“Effective
Date”) by and between Ryder Truck Rental, Inc., a Florida corporation with an address of 11690 N.W. 105th Street,
Miami, FL 33178 (“Ryder”) and Workhorse Technologies Inc., an Ohio corporation with an address of 100
Commerce Drive, Loveland, Ohio 45140 (“Workhorse”). Each of Ryder and Workhorse are individually referred to
as a “Party” and collectively as the “Parties.”


 


Background


 


		A.	Workhorse
                                         manufactures, sells, and distributes battery-electric range extended medium duty trucks
                                         and is in the process of developing battery-electric range extended light duty trucks
                                         (collectively, the “Workhorse Vehicles”), together with the parts,
                                         accessories, and components of the Workhorse Vehicles (the “Workhorse Vehicle
                                         Parts”);



 


		B.	Ryder
                                         provides vehicle maintenance and repair services to fleets of trucks and other vehicles
                                         through its network of vehicle maintenance and repair service centers; distributes vehicle
                                         parts, accessories, and components through its distribution network; and provides logistics
                                         and supply chain services through its affiliates;



 


		C.	Workhorse
                                         desires to engage Ryder or its affiliates to perform, and Ryder desires to perform, certain
                                         services for Workhorse and Workhorse Vehicles, all as set forth herein



 


In
consideration of the agreements, covenants, and obligations set forth herein, the receipt and sufficiency of which are acknowledged,
the Parties hereby agree to be legally bound as follows:


 


	1.	Definitions.




 


		1.1.	“Change
                                         of Control” means (a) any Person or group of persons within the meaning of
                                         Section 13(d)(3) of the Securities Act of 1934 becomes the beneficial owner, directly
                                         or indirectly, of 51% or more of the outstanding equity interests of Workhorse; (b) the
                                         current equity holders of Workhorse shall cease to own at least a majority of the outstanding
                                         equity interests of Workhorse including as a result of merger, consolidation or similar
                                         transaction, (c) any merger, consolidation or similar transaction involving Workhorse
                                         (other than a reincorporation merger solely to change the jurisdiction of the formation
                                         or incorporation) where Workhorse is not the surviving entity or (d) any sale of all
                                         or substantially all of the assets of Workhorse.



 


		1.2.	“Confidential
                                         Information” shall mean all financial (including pricing information in this
                                         Agreement), business, marketing, customer, operations, scientific, technical, economic
                                         or engineering information, trade secrets or software, including all originals, copies,
                                         analyses and summaries prepared by either Party in any form, which is disclosed by either
                                         Party to the other in relation to this Agreement, and is either (a) disclosed in writing
                                         and marked as confidential at the time of disclosure, or (b) disclosed in any manner
                                         such that a reasonable person would understand the confidential or proprietary nature
                                         of the information.



 






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		1.3.	“Exclusive
                                         Accounts” means those customers designated by Workhorse as its exclusive accounts
                                         for sales of Workhorse Vehicles and such list of customers will be provided by Workhorse
                                         to Ryder within 30 days of the date hereof, which the Parties agree to mutually update
                                         the Exclusive Accounts on annual basis.



 


		1.4.	“IP”
                                         refers to all forms of intellectual property rights, including Patents, trademarks, service
                                         marks, trade names, copyrights, software, and trade secrets, including technical and
                                         diagnostic information, data, know-how, and any other information subject to trade secret
                                         protection.



 


		1.5.	"Material
                                         Adverse Effect" means any event, occurrence, fact, condition or change that
                                         is, or could reasonably be expected to become, individually or in the aggregate, materially
                                         adverse to (a) the business, prospects, results of operations, condition (financial,
                                         reputational or otherwise) or assets of either Party or its successors or affiliates,
                                         (b) the ability for Workhorse to manufacture and distribute the Workhorse Vehicles effectively
                                         throughout the Territory or compete in the marketplace or (c) the ability of either Party
                                         to consummate the transactions contemplated hereby on a timely basis.



 


		1.6.	“Parts
                                         Distribution Services” refers to the marketing, sale, and distribution of the
                                         Workhorse Vehicle Parts, including all services to be performed by Ryder pursuant to
                                         Exhibit A, which is attached to this Agreement and incorporated herein by reference.



 


		1.7.	“Parts
                                         Distribution Territory” refers to any state, province, territory, or possession
                                         of the United States of America, Canada or Mexico.



 


		1.8.	“Patents”
                                         means any patents and patent applications, together with renewals, divisions, continuations
                                         or continuations-in-part of any of such patents and applications, and all patents issuing
                                         thereon, and any and all reissues, reexaminations, extensions, divisions, renewals of
                                         or to any of the foregoing, and any international counterparts of any of the foregoing.



 


		1.9.	“Person”
                                         means any individual, corporation, limited liability company, trust, joint venture, association,
                                         company, limited or general partnership, unincorporated organization governmental authority
                                         or other entity.



 


		1.10.	“Proprietary
                                         Parts” means those parts manufactured and/or branded by Workhorse and/or available
                                         exclusively through Workhorse or its exclusive provider including, but not limited to,
                                         any form fitted motor gears, sensors, glass, paneling, power control, batteries and suspension
                                         parts. The list of Proprietary Parts as well as associated costs will be provided by
                                         Workhorse to Ryder within 30 days of the date hereof. As the design of the Workhorse
                                         Vehicles evolve, Workhorse may increase the types of Proprietary Parts it exclusively
                                         supplies; provided, that Workhorse agrees to notify Ryder immediately of any such
                                         new Proprietary Parts that will be supplied exclusively by Workhorse. For the avoidance
                                         of doubt, Proprietary Parts will not include items such as, but not limited to, tires,
                                         wiper blades, lights and interior trim/seating.



 






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		1.11.	“Repair
                                         Services” refers to the maintenance and repair of the Workhorse Vehicles and
                                         Workhorse Vehicle Parts, including all warranty maintenance and repair, recall services,
                                         emergency break down services, delivery inspections and other after-sales services performed
                                         in connection with the Workhorse Vehicles and the Workhorse Vehicle Parts by Ryder pursuant
                                         to Exhibit B, which is attached to this Agreement and incorporated herein by reference.



 


		1.12.	“Repair
                                         Territory” refers to any state, province, territory, or possession of the United
                                         States of America, Canada or Mexico.



 


		1.13.	“Ryder
                                         Trademarks” refers to all trademarks, service marks, logos, and other source
                                         indicators owned by or licensed to Ryder as of the Effective Date or at any time during
                                         the Term for use in connection with the purpose of this Agreement, including any products
                                         or services offered in connection therewith by Ryder or its affiliates and its and their
                                         licensees.



 


		1.14.	“Self-Service
                                         Account” means a customer that is authorized by Workhorse under the terms of
                                         this Agreement to perform certain Repair Services on some or all of the customer’s
                                         fleet of Workhorse Vehicles. The Self-Service Accounts will be provided to Ryder within
                                         30 days of the date hereof.



 


		1.15.	“Services”
                                         refers to the Repair Services, Vehicle Distribution Services and Parts Distribution Services
                                         to be performed by Ryder pursuant to this Agreement.



 


		1.16.	“Term”
                                         refers, collectively, to the initial term and all renewal terms, if any.



 


		1.17.	“Vehicle
                                         Distribution Services” refers to the sale, lease, or distribution of the Workhorse
                                         Vehicles, including all services to be performed by Ryder pursuant to Exhibit C,
                                         which is attached to this Agreement and incorporated herein by reference.



 


		1.18.	“Vehicle
                                         Distribution Territory” refers to any state, province, territory, or possession
                                         of the United States of America, Canada or Mexico.



 


		1.19.	“Warranty
                                         Period” means, as to any particular Workhorse Vehicle (and/or any Workhorse
                                         Vehicle Part therein) as described on Exhibit D attached hereto.



 


		1.20.	“Workhorse
                                         IPR” refers to all IP owned by, or licensed to, Workhorse as of the Effective
                                         Date or at any time during the Term that are used in connection with Ryder’s performance
                                         of the Services, including the Workhorse Trademarks.



 


		1.21.	“Workhorse
                                         Trademarks” refers to all trademarks, service marks, logos, and other source
                                         indicators owned or licensed to Workhorse as of the Effective Date or at any time during
                                         the Term for use in connection with the Workhorse Vehicles, the Workhorse Vehicle Parts,
                                         and any products or services offered in connection therewith by Workhorse or its affiliates
                                         and its and their licensees. 



 






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		1.22.	“Workhorse
                                         Vehicles” has the meaning set forth in the Background section of this Agreement
                                         and, for the avoidance of doubt, includes all battery-electric range extended medium
                                         duty trucks manufactured, sold, leased, and otherwise distributed by Workhorse and any
                                         battery-electric range extended light duty trucks presently under development by Workhorse.



 


		1.23.	“Workhorse
                                         Vehicle Parts” has the meaning set forth in the Background section of this
                                         agreement and, for the avoidance of doubt, includes all parts, accessories, and components
                                         of the Workhorse Vehicles.



 


		2.	Appointments
                                         and Licenses.



 


		2.1.	Vehicle
                                         Distribution Services. Workhorse hereby appoints Ryder as the primary distributor
                                         of Workhorse Vehicles in the Vehicle Distribution Territory. It is the intent of the
                                         Parties that all leads other than those from Exclusive Accounts shall be generated primarily
                                         through Ryder. For Exclusive Accounts, Ryder will not be prevented from working cooperatively
                                         with Workhorse with respect to sales development and the Vehicle Distribution Services
                                         as may be determined jointly by the Parties in good faith and Ryder will be recognized
                                         for any sales that are generated through Ryder’s efforts and will receive any associated
                                         commissions as set forth herein. Workhorse hereby grants Ryder a non-exclusive license
                                         to use the Workhorse IPR for the purpose of performing the Vehicle Distribution Services
                                         in the Vehicle Distribution Territory. Ryder has the right to appoint and authorize subcontractors
                                         to perform the Vehicle Distribution Services, so long as any such subcontractors are
                                         previously approved by Workhorse in writing. Neither Ryder nor any of its subcontractors
                                         shall be responsible or liable for any services performed by Workhorse or any third party
                                         service provider unaffiliated with Ryder unless such third party service provider was
                                         appointed by Ryder or for any act or failure to act by Workhorse or any third party service
                                         provider unless such third party service provider was appointed by Ryder. The Parties
                                         agree that in the 4th quarter of every year commencing in the 4th
                                         quarter of 2018, the Parties will mutually establish sales goals for each type of Workhorse
                                         Vehicle for the following year (the “Minimum Sales Goals”). In addition,
                                         when establishing the Minimum Sales Goals, the Parties shall also mutually establish
                                         standards relating to parts availability, service responsiveness and other key performance
                                         indicators as such services relate to Section 2.2 and Section 2.3 below (the “Quality
                                         Standards”). 



 


		2.2.	Repair
                                         Services. Workhorse hereby appoints Ryder as the sole and exclusive provider of Repair
                                         Services with respect to the Workhorse Vehicles in the Repair Territory. Workhorse may
                                         authorize Self-Service Accounts to perform Repair Services on Workhorse Vehicles operated
                                         by the Self-Service Account. However, only customers with substantial in-house technical
                                         capabilities will be authorized by Workhorse as Self-Service Accounts to perform “Major
                                         Repairs” on their Workhorse Vehicles. The services constituting Major Repairs include
                                         any repairs or maintenance on the electric drivetrain or the battery system and any other
                                         repairs jointly agreed to by the Parties. Ryder reserves the right to establish reasonable
                                         training cost charges for Self-Service Accounts. Workhorse hereby grants Ryder a non-exclusive
                                         license to use the Workhorse IPR for the purpose of performing the Repair Services in
                                         the Repair Territory. Workhorse will not grant any other licenses to use the Workhorse
                                         IPR for the purpose of performing Repair Services in the Repair Territory. For the avoidance
                                         of doubt, Workhorse will not, directly or indirectly, authorize any person or entity
                                         other than Ryder to perform the Repair Services, or services substantially similar to
                                         or that otherwise compete with the Repair Services, in the Repair Territory. Ryder has
                                         the right to appoint and authorize subcontractors to perform the Repair Services, so
                                         long as any such subcontractors are previously approved by Workhorse. Neither Ryder nor
                                         any of its subcontractors shall be responsible or liable for any services performed by
                                         Workhorse or any third party service provider unaffiliated with Ryder unless such third
                                         party service provider was appointed by Ryder or for any act or failure to act by Workhorse
                                         or any third party service provider unless such third party service provider was appointed
                                         by Ryder.



 



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		2.3.	Parts
                                         Distribution Services. Workhorse hereby appoints Ryder as the sole and exclusive
                                         distributor of Workhorse Vehicle Parts in the Parts Distribution Territory. Workhorse
                                         hereby grants Ryder a non-exclusive license to use the Workhorse IPR for the purpose
                                         of performing the Parts Distribution Services in the Parts Distribution Territory. Workhorse
                                         will not grant any other licenses to use the Workhorse IPR for the purpose of performing
                                         the parts distribution services in the Parts Distribution Territory. For the avoidance
                                         of doubt, Workhorse will not, directly or indirectly, authorize any person or entity
                                         other than Ryder to perform the Parts Distribution Services, or services substantially
                                         similar to or that otherwise compete with the Parts Distribution Services, in the Parts
                                         Distribution Territory. Ryder has the right to appoint and authorize subcontractors to
                                         perform the Parts Distribution Services, so long as any such subcontractors are previously
                                         approved by Workhorse in writing. Neither Ryder nor any of its subcontractors shall be
                                         responsible or liable for any services performed by Workhorse or any third party service
                                         provider unaffiliated with Ryder unless such third party service provider was appointed
                                         by Ryder or for any act or failure to act by Workhorse or any third party service provider
                                         unless such third party service provider was appointed by Ryder.



 


		2.4.	Use
                                         of Trademarks. The licenses under Sections 2.1, 2.2 and 2.3 include a right for Ryder
                                         to use the Workhorse Trademarks solely in connection with the Services. Ryder will use
                                         the Workhorse Trademarks in conformance with all brand specifications and guidelines
                                         that are provided to Ryder by Workhorse in writing or that Workhorse requires of all
                                         other licensees of the Workhorse Trademarks, if any. All use of the Workhorse Trademarks
                                         by Ryder, and the goodwill associated therewith, will inure to the benefit of Workhorse.
                                         



 


		2.5.	Ryder
                                         License. Subject to the terms in Section 9.4, Ryder hereby grants Workhorse a non-exclusive
                                         license to use the Ryder Trademarks for use in promoting the Workhorse Vehicles and furthering
                                         the purposes of this Agreement. Workhorse will use the Ryder Trademarks in conformance
                                         with all brand specifications and guidelines that are provided to Workhorse by Ryder
                                         in writing or that Ryder requires of all other licensees of the Ryder Trademarks, if
                                         any. All use of the Ryder Trademarks by Workhorse, and the goodwill associated therewith,
                                         will inure to the benefit of Ryder.



 






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		2.6.	Electric
                                         Charging Equipment. The Parties agree to discuss the inclusion of hardware for the
                                         electric vehicle charging stations as part of the sales price for any significant purchase
                                         of Workhorse Vehicles to be used at Ryder locations.
                                         Ryder will be responsible for
                                         charges associated with installation of the site infrastructure and utility connectivity
                                         infrastructure that may be required to enable the charging of the Workhorse Vehicles.
                                         



 


		2.7.	Relationship
                                         of the Parties. Notwithstanding anything to the contrary herein, the Parties acknowledge
                                         and agree that the relationship created by this Agreement is one of independent contractors
                                         and nothing in this Agreement shall: (a) give either Party the power to direct and control
                                         the day-to-day activities of the other Party; (b) deem the Parties to be acting as employer/employee,
                                         franchisor/franchisee, partners, joint venturers, co-owners, or other participants in
                                         a joint undertaking; and (c) permit either Party to create or assume any obligation on
                                         behalf of the other Party, except as otherwise expressly set forth in this Agreement.



 


	3.	Warranty
                                         on Workhorse Vehicles and Workhorse Vehicle Parts; Warranty Reimbursement Protection.



 


		3.1.	Workhorse
                                         warrants the Workhorse Vehicles and Workhorse Vehicle Parts to Ryder and Ryder’s
                                         customers. Ryder does not assume any obligation or liability in connection with Workhorse
                                         Vehicles and Workhorse Vehicle Parts. Every purchase order for the sale by Ryder of a
                                         Workhorse Vehicle or Workhorse Vehicle Parts shall contain the following disclaimer printed
                                         in capital letters:



 


IN
THE EVENT THE WORKHORSE VEHICLE OR WORKHORSE VEHICLE PARTS ARE EITHER NEW OR USED, SUCH WORKHORSE VEHICLE OR WORKHORSE VEHICLE
PARTS ARE SUBJECT TO A WORKHORSE WARRANTY, RYDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED (INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ON THE WORKHORSE VEHICLE OR WORKHORSE VEHICLE PARTS. FURTHER,
RYDER NEITHER MAKES NOR AUTHORIZES ANY OTHER PERSON TO MAKE ON RYDER’S BEHALF ANY WARRANTY IN CONJUNCTION WITH THE SALE
OF THE WORKHORSE VEHICLE OR WORKHORSE VEHICLE PARTS. AS TO ANY MANUFACTURER’S WARRANTY EXTENDED TO BUYER BY WORKHORSE, RYDER
SPECIFICALLY DISCLAIMS ANY LIABILITY THEREUNDER, SUCH MANUFACTURER’S WARRANTY BEING BETWEEN BUYER AND WORKHORSE ONLY.





 


		3.2.	Workhorse
                                         has warranty reimbursement obligations to Ryder that are set forth in Section 4 of Exhibit
                                         B to this Agreement.



 






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	4.	Services.



 


		4.1.	Vehicle
                                         Distribution Services. Ryder shall perform the Vehicle Distribution Services, as
                                         set forth in Exhibit A. Workhorse shall cooperate with Ryder in the performance
                                         of the Vehicle Distribution Services as set forth in Exhibit C.



 


		4.2.	Repair
                                         Services. Ryder shall perform the Repair Services as set forth in Exhibit B.
                                         Workhorse shall cooperate with Ryder in the performance of the Repair Services as set
                                         forth in Exhibit B. Notwithstanding anything to the contrary herein, and in addition
                                         to any Services described in this Agreement, Ryder reserves the right to enter into different
                                         types of maintenance agreements with Workhorse Vehicle owners during or after the applicable
                                         Warranty Period on terms and conditions determined in Ryder’s sole discretion.



 


		4.3.	Parts
                                         Distribution Services. Ryder shall perform the Parts Distribution Services as set
                                         forth in Exhibit A. Workhorse shall cooperate with Ryder in the performance of
                                         the Parts Distribution Services as set forth in Exhibit A.



 


		4.4.	Assistance.
                                         Workhorse shall provide to Ryder all training, assistance, and materials, including all
                                         instruction manuals, operations manuals, user guides, product and equipment specifications,
                                         and other documentation or information, reasonably requested by Ryder and that are necessary
                                         or appropriate for Ryder to perform the Services and exercise the rights granted to it
                                         under this Agreement and shall provide Ryder with all upgrades and, modifications to
                                         such materials, instruction manuals, operations manuals, user guides, product and equipment
                                         specifications, and other documentation or information as well as revised training and
                                         assistance as they become available or as specifically and reasonably requested by Ryder.



 


		5.	Payment.



 


		5.1.	Parts
                                         Distribution Services. As consideration for the Parts Distribution Services, Workhorse
                                         shall pay Ryder the fees and costs in the amounts and at the times specified in Exhibit
                                         A.



 


		5.2.	Repair
                                         Services. As consideration for the Repair Services, Workhorse shall pay Ryder the
                                         fees and costs in the amounts and at the times specified in Exhibit B.



 


		5.3.	Vehicle
                                         Distribution Services. As consideration for the Vehicle Distribution Services, Workhorse
                                         shall pay Ryder the fees and costs in the amounts and at the times specified in Exhibit
                                         C.



 


		5.4.	Taxes
                                         and Duties. Workhorse shall be responsible for payment of all applicable taxes assessed
                                         on its delivery of the Workhorse Vehicles and Workhorse Vehicle Parts to Ryder under
                                         this Agreement; provided that Ryder shall be responsible for payment of all sales and
                                         use taxes applicable to its purchase of Workhorse Vehicle Parts and/or Workhorse Vehicles
                                         for its own rental fleet. Ryder shall also be responsible for all point-of-sale sales
                                         and use tax withholding and remittance obligations for Workhorse Vehicles that Ryder
                                         sells on behalf of Workhorse or leases to any third party purchasers of the Workhorse
                                         Vehicles (“Third Party Purchasers”), and for Workhorse Vehicle Parts
                                         that Ryder sells to owners, and for all service tax withholding and remittance obligations
                                         for the Repair Services that Ryder performs.



 






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		6.	Term
                                         and Termination.



 


		6.1.	Term.
                                         The initial term of this Agreement will commence on the Effective Date and, unless earlier
                                         terminated as provided herein, will continue until December 31, 2027. Upon the fifth
                                         anniversary from the date hereof, if there are any material changes in the relationship
                                         between the Parties or the external market that have a direct impact on the material
                                         terms of the Agreement, each Party may notify the other 30 days prior to the fifth anniversary
                                         that it wishes to enter into good faith discussions to renegotiate the affected terms
                                         of this Agreement. In the event that the Parties do not reach a mutual agreement within
                                         90 days, either party may terminate this Agreement with 30 days prior written notice
                                         to the other party or decide to continue under the current terms for the remainder of
                                         the term. Thereafter, this Agreement may be extended upon both parties agreeing in writing
                                         to extend the term of this Agreement. For avoidance of doubt, irrespective of any termination
                                         or expiration of this Agreement, Ryder shall retain the right to perform Repair Services
                                         on any Workhorse Vehicles that were serviced, sold or leased by Ryder during the Term
                                         that are still within the respective Warranty Period and enter into maintenance agreements
                                         with customers thereafter.



 


		6.2.	Termination
                                         for Cause. Either Party may, by written notice to other Party, terminate this Agreement,
                                         in whole or in part, if the other Party: (a) materially breaches this Agreement in a
                                         way that is incapable of cure; (b) materially breaches its obligation to preserve the
                                         confidentiality of the other Party’s Confidential Information; (c) with respect
                                         to a material breach capable of cure, the other Party does not cure the breach within
                                         ninety (90) days of receiving written notice of that breach; (d) becomes insolvent or
                                         admits its inability to pay its debts generally as they become due; (e) becomes subject,
                                         voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy
                                         or insolvency law, which is not fully stayed within thirty (30) business days or is not
                                         dismissed or vacated within six (6) months after filing; (f) is dissolved or liquidated
                                         or takes any corporate action for such purpose; (g) makes a general assignment for the
                                         benefit of creditors; (h) has a receiver, trustee, custodian or similar agent appointed
                                         by order of any court of competent jurisdiction to take charge of or sell any material
                                         portion of its property or business; (i) fails to comply with applicable laws, which
                                         causes a Material Adverse Effect; or (j) operates in a manner, or manufactures a product
                                         that is not safe or whose quality is below general industry standards, that will cause
                                         the terminating Party material reputational harm (should they continue to operate under
                                         this Agreement). Furthermore, Ryder, may, by written notice to Workhorse, terminate this
                                         Agreement, in whole or in part, if Workhorse experiences a Change of Control and the
                                         acquiring or controlling Person or Persons is a competitor of Ryder or is viewed by Ryder,
                                         in good faith as having reputational, safety, quality or credit concerns. Workhorse,
                                         may, by written notice to Ryder, terminate this Agreement, in whole or in part, if Ryder
                                         experiences a Change of Control and the acquiring or controlling Person or Persons is
                                         a competitor of Workhorse or is viewed by Workhorse, in good faith as having reputational,
                                         safety, quality or credit concerns.



 






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		6.3.	Performance
                                         Standards. In the event that Ryder fails to meet the Minimum Sales Goals for two
                                         consecutive years during the Term, Workhorse may elect to terminate Ryder’s rights
                                         to act as the “primary” distributor of Workhorse Vehicles in the Vehicle
                                         Distribution Territory. If the event that Ryder fails to meet the Quality Standards for
                                         two consecutive years during the Term, Workhorse may elect to terminate Ryder as the
                                         “sole and exclusive provider” of Repair Services with respect to the Workhorse
                                         Vehicles in the Repair Territory. In the event that Workhorse elects to terminate Ryder
                                         as the “primary distributor” or “sole and exclusive provider”
                                         of Repair Services, all other aspects of the Agreement continue in full force and effect
                                         with Ryder continuing to perform the Services but no longer in a “primary”
                                         or “sole and exclusive” capacity, as applicable.



 


		6.4.	Insolvency.
                                         For the avoidance of doubt, this Agreement shall be considered a license of intellectual
                                         property under Section 365(n) of the Bankruptcy Code. If Workhorse, as a debtor in possession
                                         or a trustee in Bankruptcy in a case under the Bankruptcy Code, rejects this Agreement,
                                         Ryder may elect to retain its rights under this Agreement as provided in Section 365(n)
                                         of the Bankruptcy Code. Upon written request of Ryder to Workhorse or the Bankruptcy
                                         Trustee, Workhorse or that Bankruptcy Trustee shall not interfere with the rights of
                                         Ryder as provided in this Agreement.



 


	 	6.5.	Effect
                                         of Termination.



 


		a)	Upon
                                         request by Workhorse, Ryder shall submit to Workhorse a list of Workhorse Vehicles and
                                         Workhorse Vehicle Parts in Ryder’s inventory within thirty (30) days following
                                         the effective date of expiration or termination of this Agreement for any reason whatsoever.
                                         Workhorse shall have the right to inspect such Workhorse Vehicles and Workhorse Vehicle
                                         Parts before any disposition by Ryder. Ryder may not sell, transfer, or otherwise dispose
                                         of any of the remaining Workhorse Vehicles and Workhorse Vehicle Parts for which Workhorse
                                         has collected full payment from Ryder until it is notified by Workhorse whether Workhorse
                                         elects to repurchase any of such remaining Workhorse Vehicles and Workhorse Vehicle Parts
                                         in accordance with Section 6.5(b). Ryder shall not sell, transfer or otherwise dispose
                                         of any Workhorse Vehicles or Workhorse Vehicle Parts for which Workhorse has not collected
                                         full payment from Ryder without prior written consent from Workhorse. Workhorse shall
                                         have up to forty-five (45) days following receipt of the list provided by Ryder in which
                                         to inspect the remaining Workhorse Vehicles and Workhorse Vehicle Parts, and to notify
                                         Ryder of Workhorse’s election. Workhorse may make the election at any time before
                                         the expiration of the election period. If Workhorse does not elect to repurchase some
                                         or all of the remaining Workhorse Vehicles and Workhorse Vehicle Parts within such period,
                                         and if Ryder has fulfilled all of its obligations under this subsection, Ryder may sell
                                         the remaining Workhorse Vehicles and Workhorse Vehicle Parts that Workhorse has not elected
                                         to purchase in accordance with this Agreement in the Vehicle Territory or the Parts Distribution
                                         Territory, as the case may be, on a non-exclusive basis.



 






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		b)	If
                                         Workhorse elects to exercise the option described in Section 6.5(a), Workhorse may repurchase
                                         such Workhorse Vehicles and Workhorse Vehicle Parts at the lesser of: (i) the original
                                         price Ryder paid inclusive of any transportation costs, taxes and insurance; or (ii)
                                         the price then in effect for such Workhorse Products or Workhorse Vehicle Parts on the
                                         date of such termination of this Agreement. Should Workhorse elect to exercise its option,
                                         Workhorse shall be responsible for all costs of transporting the Workhorse Vehicles and
                                         Workhorse Vehicle Parts from the Ryder location at which they are located to the location
                                         designated by Workhorse. Ryder agrees to cooperate with and assist Workhorse in making
                                         all necessary arrangements for such transportation.



 


		c)	If
                                         this Agreement expires or is terminated for any reason whatsoever, subject to Section
                                         6.4(a), neither Party shall have, and each Party hereby waives, any claim of any nature
                                         whatsoever such Party might otherwise have against the other for compensation, terminal
                                         compensation, compensation of goodwill, or reimbursement for expenses incurred in conducting
                                         such Party’s business and distribution of the Workhorse Vehicles and Workhorse
                                         Vehicle Parts; provided, however, nothing in this Section 6.5(c) shall be construed as
                                         precluding or limiting the right of Ryder to collect the price paid by Workhorse on Ryder’s
                                         resale of the remaining Workhorse Vehicles or Workhorse Vehicle Parts from Workhorse
                                         if Workhorse exercises the option described in Section 6.5(b).



 


		d)	Upon
                                         expiration or termination of this Agreement for any reason whatsoever, each Party shall
                                         return to the other any and all documents and records in its control, and all copies
                                         or notices thereof, containing or disclosing any information or knowledge relating to
                                         the this Agreement or the business of each Party, its subsidiaries, affiliates, customers
                                         and suppliers including, without limitation, all purchase orders, invoices, correspondence,
                                         specification data, engineering drawings, references, lists of suppliers, lists of customers
                                         or potential customers unused promotional materials, and any other documents and records
                                         relating to the performance of each Party’s duties under this Agreement or production
                                         or marketing methods or plans.



 


		6.6.	Force
                                         Majeure. Notwithstanding anything to the contrary in this Agreement, except for either
                                         Party’s obligations to pay amounts due under this Agreement, neither Party will
                                         be deemed to be in default of any provision of this Agreement for any delay, error, failure,
                                         or interruption of performance due to any act of God, terrorism, war, insurrection, riot,
                                         boycott, strike, or other labor or civil disturbance, material interruption of power
                                         service, material interruption of communications services, material problems with the
                                         Internet, epidemic, act of any other person not under the control of such Party, or other
                                         similar cause. The Party subject to any of the foregoing events shall give the other
                                         Party reasonable written notification of any resulting material or indefinite delay.



 


		6.7.	Non-Contest
                                         License; Covenant Not to Sue. Each Party acknowledges that its relationship with
                                         the other is that of licensee and licensor, and not that of franchisee and franchisor.
                                         This Agreement is in no way intended to grant Ryder a license longer than the term of
                                         the Agreement. After the Term, Ryder agrees to promptly provide its resignation to Workhorse
                                         of each dealership for the state or federal jurisdiction in which it is located, in accordance
                                         with the relevant governing state or federal law.



 


		6.8.	Survival.
                                         The following provisions of this Agreement will survive expiration or termination of
                                         this Agreement: Sections 1, 3, 5, 6.5, 6.6, 6.7, 6.8, 7.1, 7.3, 8, 9, 10, 11, 12, 13,
                                         14, 15.3, 15.4, and 15.7.



 






    	 	Services Partner Agreement – 10



     

    




 


		7.	Representations
                                         and Warranties.



 


		7.1.	Mutual.
                                         Each Party represents and warrants that the Party’s execution, delivery, and performance
                                         of this Agreement: (a) has been authorized by all necessary corporate action; (b) does
                                         not violate the terms of any law, regulation, or court order to which such Party is subject
                                         or the terms of any agreement to which the Party or any of its assets may be subject;
                                         and (c) is not subject to the consent or approval of any third party.



 


		7.2.	Services.
                                         Ryder represents and warrants that the Services will be carried out with reasonable care
                                         and skill and performed in a timely, workmanlike, and cost effective manner using properly
                                         trained staff familiar with the functions and operation of the Workhorse Vehicles and
                                         the Workhorse Vehicle Parts.



 


		7.3.	Workhorse
                                         IPR. Workhorse represents and warrants that: (a) it is the sole owner, or an authorized
                                         licensee, of the Workhorse IPR and has the full legal right and authority to convey the
                                         rights and licenses that it conveys under this Agreement; (b) it is under no obligation
                                         or restriction, nor will it assume any such obligation or restriction, that does or would
                                         in any way interfere or conflict with the rights granted by it under this Agreement;
                                         and (c) neither the Workhorse IPR, the Workhorse Vehicles, nor the Workhorse Vehicle
                                         Parts, and nor the use of any of the foregoing by Ryder or its agents or representatives
                                         as permitted under this Agreement, including in the performance of the Services, does
                                         or will misappropriate, infringe, violate, or interfere with any Patent, trademark, copyright,
                                         trade secret, or other intellectual property or proprietary right of any person or entity.



 


		8.	Intellectual
                                         Property.



 


		8.1.	Background
                                         IP. Each Party shall retain sole and exclusive ownership of all IP discovered, produced,
                                         conceived, created, or reduced to practice by it before the Effective Date, and all IP
                                         made after the Effective Date that it can establish was made or conceived by it independently
                                         from its performance of the activities under this Agreement.



 


		8.2.	Workhorse
                                         IPR. Except for the rights granted to Ryder under Sections 2.1, 2.2 and 2.3, Workhorse
                                         reserves all right, title, and interest in and to the Workhorse IPR.



 


		8.3.	Workhorse
                                         Developments. Workhorse shall have sole and exclusive ownership of all IP conceived
                                         solely by it or its agents and representatives after the Effective Date that arises from
                                         the performance of the activities under this Agreement, including any IP based on or
                                         derivative of the Workhorse IPR.



 


		8.4.	Ryder
                                         Developments. Ryder shall have sole and exclusive ownership of all IP conceived solely
                                         by it or its agents and representatives after the Effective Date that arises from the
                                         performance of the activities under this Agreement, with the exclusion of any IP that
                                         Ryder develops that is based on or derivative of the Workhorse IPR, to which Workhorse
                                         shall have exclusive rights.



 






    	 	Services Partner Agreement – 11



     

    

 


		8.5.	Further
                                         Assistance and Infringement. Each Party shall reasonably assist and cooperate with
                                         the other Party, as reasonably requested by the other Party, to verify and acknowledge
                                         the other Party’s ownership of or rights in its IP pursuant to this Agreement,
                                         including to enable the other Party to acquire, transfer, maintain, perfect, and enforce
                                         its intellectual property rights and other legal protections in and to that IP. Such
                                         assistance and cooperation includes executing documents reasonably necessary for filing
                                         and prosecuting Patents and assigning rights in those Patents, as well as executing declarations
                                         and other papers necessary for prosecuting those Patents.



 


	9.	Confidentiality. 




 


		9.1.	Confidential
                                         Information. Each Party acknowledges the need to preserve the Confidential Information
                                         that a Party discloses (the “Discloser”) to the other Party (the “Recipient”)
                                         in connection with this Agreement, regardless of the form or manner in which the
                                         information is disclosed or learned.



 


		9.2.	Limitations.
                                         Each of the Parties agrees and acknowledges that the other Party’s Confidential
                                         Information is that Party’s valuable property. Accordingly, the Recipient may use
                                         Confidential Information of the Discloser only for the purposes of exercising Recipient’s
                                         rights and fulfilling Recipient’s obligations under this Agreement. Recipient shall
                                         use the same degree of care, but no less than a reasonable degree of care, to protect
                                         against the unauthorized disclosure or use of Discloser’s Confidential Information
                                         as it uses to protect its own confidential information of a similar type. Recipient shall
                                         disclose Confidential Information of Discloser only to its employees or independent contractors
                                         who have a need to know for the above stated purpose, and who are bound by obligations
                                         of confidentiality no less restrictive than the terms of this Agreement. Any duplication,
                                         use, disclosure, or other act or omission by any person that obtains access to or possession
                                         of Confidential Information through Recipient that would be a breach of this Agreement
                                         if committed by Recipient is deemed a breach of this Agreement by Recipient for which
                                         Recipient shall be responsible.



 


		9.3.	Exceptions.
                                         Recipient’s obligation under this Agreement to treat information as Confidential
                                         Information does not apply to information that: (i) is already known to Recipient
                                         at the time of disclosure and was not obtained, directly or indirectly, from Discloser;
                                         (ii) is independently developed by Recipient without reference to or use of the Discloser’s
                                         Confidential Information; (iii) is obtained by Recipient from another source without
                                         a breach of any obligation of confidentiality owed by that source to Discloser; or (iv)
                                         is or becomes part of the public domain through no wrongful act of Recipient or any party
                                         that obtained the information from Recipient. If Recipient is served with a subpoena
                                         or other legal process, court, or governmental request or order requiring disclosure,
                                         or is otherwise required by law or securities exchange requirement to disclose, any of
                                         Discloser’s Confidential Information, Recipient shall, unless prohibited by law,
                                         promptly notify Discloser of that fact and cooperate fully (at Discloser’s expense)
                                         with Discloser and its legal counsel in opposing, seeking a protective order, seeking to
                                         limit, or appealing the subpoena, legal process, request, order, or requirement to the
                                         extent deemed appropriate by Discloser. Recipient may comply with the subpoena or other
                                         legal process or requirement after complying with the foregoing sentence, but only to
                                         the extent necessary for compliance.



 






    	 	Services Partner Agreement – 12



     

    

 


		9.4.	Public
                                         Announcements. Other than as explicitly set forth in this Agreement, neither Party
                                         shall issue or release any announcement, statement, press release or other publicity
                                         or marketing materials relating to this Agreement or the relationship between the Parties,
                                         or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols
                                         or brand names, in each case, without the prior written consent of the other Party. Notwithstanding
                                         the foregoing, disclosure of this Agreement will be made through the issuance of a press
                                         release and the filing with the Securities and Exchange Commission of a Form 8-K Current
                                         Report within four (4) business days of the date hereof. Any Party that makes such a
                                         public disclosure without the prior written consent of the other Party shall furnish
                                         a copy of such public disclosure to such other Party promptly, but in no event later
                                         than five (5) days after making the disclosure.



 


		10.	Indemnification.



 


		10.1.	General.
                                         Each Party shall defend, indemnify, and hold harmless the other Party and its members,
                                         directors, officers, employees, agents, representatives, and customers from and against
                                         all losses, liabilities, judgments, suits, awards, penalties, settlements, obligations,
                                         demands, damages, costs, and expenses (including reasonable attorneys’ fees, expenses
                                         and disbursements) incurred by them based on a third party claim (“Losses”)
                                         arising out of or resulting from: (a) any actual or alleged breach by it of any of its
                                         representations or warranties under this Agreement; (b) its willful misconduct, negligence,
                                         or fraud; or (c) personal injury (including death) or property damage, loss, or destruction
                                         arising out of its negligence.



 


		10.2.	Workhorse
                                         Vehicles and Workhorse Vehicle Parts. Workhorse shall defend, indemnify, and hold
                                         harmless Ryder and its members, directors, officers, employees, agents, representatives,
                                         and customers from and against all Losses incurred by them arising out of or resulting
                                         from (a) any latent or patent defect in, the reliance upon or other use by Ryder or its
                                         customers of, the Workhorse Vehicles, or Workhorse Vehicle Parts, in whole or in part,
                                         including, but not limited to, any product liability claim and all claims based on strict
                                         liability in tort and (b) any third party claim involving Workhorse’s relationship
                                         with a third party service provider unaffiliated with Ryder unless such third party service
                                         provider was engaged by Ryder or any rights or obligations granted to such third party
                                         service provider by Workhorse unless such third party service provider was engaged by
                                         Ryder.



 






    	 	Services Partner Agreement – 13



     

    

 


		10.3.	Infringement.
                                         Workhorse shall defend, indemnify, and hold harmless Ryder and its members, directors,
                                         officers, employees, agents, representatives, and customers from and against all Losses
                                         incurred by them arising out of or resulting from any actual or alleged infringement,
                                         violation, or misappropriation of any Patent, copyright, trademark, trade secret, or
                                         other intellectual property right, based on Ryder’s use of the Workhorse IPR, Workhorse
                                         Vehicles, or Workhorse Vehicle Parts as permitted hereunder. Without limiting Workhorse’s
                                         obligations hereunder, if any claim subject to indemnification under this Section 10.3
                                         is initiated or, in Ryder’s reasonable opinion, is likely to be initiated, then
                                         Workhorse shall either: (a) modify or replace the relevant aspect of the Workhorse IPR,
                                         Workhorse Vehicles, or Workhorse Vehicle Parts so that it is no longer infringing and
                                         reimburse Ryder for any out-of-pocket expenses reasonably incurred in connection with
                                         that modification or replacement; or (b) procure for Ryder and its customers the right
                                         to continue using the relevant aspect of the Workhorse IPR, Workhorse Vehicles, or Workhorse
                                         Vehicle Parts.



 


		10.4.	Procedure
                                         and Limitations. A Party shall promptly notify the other Party in writing of any
                                         claims, suits, actions, hearings, or proceedings for which it may seek indemnification
                                         under this Section 10. The Party seeking indemnification shall permit the indemnifying
                                         Party to assume and control the defense of any action; provided, however, the indemnifying
                                         Party shall not enter into any settlement or compromise, or consent to the entry of any
                                         judgment admitting any liability, without the prior written consent of the other Party,
                                         which consent shall not be unreasonably withheld. The Party seeking indemnification shall
                                         have the right to participate in the defense of any such claims, suits, hearings, actions,
                                         or proceedings with counsel of its own choosing, at its own expense.



 


	11.	Insurance. 




 


		11.1.	Mutual
                                         Obligations. Each Party will obtain and keep in force during the Term: (a) Commercial
                                         General Liability insurance (including bodily injury, property damage, personal injury
                                         and broad form contractual liability) in the following amounts: each occurrence - $1,000,000;
                                         general aggregate - $2,000,000; products and completed operations aggregate - $2,000,000;
                                         personal and advertising injury - $1,000,000; blanket contractual liability - $1,000,000;
                                         and (b) Worker’s Compensation insurance subject to statutory limits under the laws
                                         of the state or country in which the Services are to be performed. Each Party will provide
                                         the other with proof of all such insurance and evidence of the payment of the premiums
                                         therefor. Ryder’s insurer will be responsible for the Workers’ Compensation
                                         benefits due to its injured employee(s); and Workhorse’s insurer will be responsible
                                         for the Workers Compensation benefits due to its injured employee(s). Unless prohibited
                                         by law, Ryder may self-insure or utilize the Texas non-subscriber program, if applicable,
                                         for the required workers’ compensation coverage set forth above.



 


		11.2.	Workhorse
                                         Obligations. Workhorse will obtain and keep in force (a) Commercial General Liability
                                         insurance (including bodily injury, property damage, personal injury and broad form contractual
                                         liability) in the following amounts: each occurrence - $1,000,000; general aggregate
                                         - $2,000,000, personal and advertising injury - $1,000,000; (b) Worker’s Compensation
                                         insurance subject to statutory limits under the laws of the state or country in which
                                         it operates; and (c) products liability insurance to cover the Workhorse Vehicles, Workhorse
                                         Vehicle Parts, and Workhorse’s obligations in connection with those materials 90
                                         days prior to delivery of the first Workhorse Vehicle to Ryder and for the remaining
                                         duration of the Term and for one year thereafter in the following amounts: (a) each occurrence
                                         - $25,000,000 and (b) aggregate per year - $25,000,000. The foregoing insurance policy
                                         shall identify Ryder as an additional insured. Upon Ryder’s request, Workhorse
                                         shall provide Ryder with proof of all such insurance, copies of all such policies, and
                                         evidence of the payment of the premiums therefor.



 






    	 	Services Partner Agreement – 14



     

    

 


	12.	Limitations
                                         of Liability. EXCEPT FOR THE THIRD PARTY INDEMNIFICATION OBLIGATIONS IN SECTION
                                         10 AND THE CONFIDENTIALITY OBLIGATIONS IN SECTION 9, IN NO EVENT SHALL EITHER PARTY BE
                                         LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
                                         OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING
                                         LOST PROFITS, LOSS OF GOODWILL, AND BUSINESS INTERRUPTION) ARISING FROM OR RELATING TO
                                         THIS AGREEMENT. Each Party acknowledges and agrees that the liability and remedy limitations
                                         in this Agreement are material, bargained for provisions of this Agreement, and that
                                         fees and consideration payable hereunder reflects these disclaimers and limitations.



 


	13.	Notices.
                                         All notices given or required to be given hereunder shall be deemed to be given and
                                         received as of the date sent, if sent by express courier, email, or facsimile as follows
                                         or to such other address as shall have been provided pursuant to notice under this Section
                                         13:



 


If
to Ryder:


 


Ryder
System, Inc.


11690
NW 105 Street


Miami,
FL 33178


United
States of America


Attn:
Legal Department


 


If
to Workhorse:


 


Workhorse
Technologies Inc.


100
Commerce Drive


Loveland,
Ohio 45140


Attn:
Chief Financial Officer


 




    	 	Services Partner Agreement – 15



     

    

 


		14.	Compliance.
                                         Each Party shall comply in all material respects with all laws, legislation, rules,
                                         regulations, treaties, governmental requirements and orders, including those regarding
                                         the export and import of products or technical data or information in any form whatsoever
                                         as such laws currently exist and as they may from time to time be amended, of any United
                                         States or foreign government agency or authority, with respect to the Services and its
                                         performance hereunder (“Applicable Laws”), including, but not limited
                                         to, the United States Department of State International Traffic in Arms Regulations,
                                         the United States Department of Commerce Export Administration Regulations and the Office
                                         of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
                                         of State. The Workhorse Vehicles and Workhorse Vehicle Parts and the materials and components
                                         thereof will not, to the knowledge of Workhorse, after due inquiry, contain tin, tantalum,
                                         tungsten or gold from sources that contribute to conflict. The Workhorse Vehicles and
                                         Workhorse Vehicle Parts and the materials and components thereof will not, to the knowledge
                                         of Workhorse, after due inquiry, be produced using forced, compulsory or prison labor
                                         or labor that was the subject of modern slavery or human trafficking. Workhorse shall
                                         adopt, implement and maintain such policies and procedures as shall be reasonably necessary
                                         for compliance with this covenant. Workhorse shall promptly notify Ryder of any breach
                                         of this covenant.



 


	15.	Miscellaneous.




 


		15.1.	Entire
                                         Agreement; Modifications and Amendments. This Agreement, together with all related
                                         Exhibits, schedules, and attachments, constitutes the sole and entire agreement of the
                                         Parties with respect to the subject matter contained herein and therein, and supersedes
                                         all prior and contemporaneous understandings, agreements, representations, and warranties,
                                         both written and oral, with respect to such subject matter. This Agreement may be amended,
                                         modified, or supplemented only by an agreement in writing signed by each Party.



 


		15.2.	Monetary
                                         Obligations. All monetary obligations of the Parties hereunder shall be paid in United
                                         States Dollars.



 


		15.3.	Construction.
                                         The Background section is incorporated into this Agreement by reference. The headings
                                         and captions in this Agreement are for reference purposes only and are not intended to
                                         affect the terms and conditions of this Agreement or the interpretation thereof. When
                                         from the context it appears appropriate, each term stated either in the singular or the
                                         plural shall include the singular and the plural and pronouns stated either in the masculine,
                                         the feminine or the neuter shall include the masculine, the feminine and the neuter shall
                                         include the masculine, the feminine and the neuter. Furthermore, this Agreement has been
                                         mutually negotiated by the Parties hereto and represents their voluntary agreement. No
                                         presumption of interpretation shall be imposed against any Party in the construction
                                         of this Agreement. When used herein, the words “includes” and “including”
                                         and their syntactical variations shall be deemed followed by the words “without
                                         limitation.” If one or more of the provisions in this Agreement is deemed void
                                         or voidable under applicable law, then the remaining provisions will continue in full
                                         force and effect.



 


		15.4.	Successors
                                         and Assigns. Neither Party may assign this Agreement, in whole or in part, by operation
                                         of law or otherwise, without each other Party’s advance written consent; provided,
                                         however, that either Party may assign this Agreement, in whole or in party, to any of
                                         its subsidiaries, parents or affiliates without consent. This Agreement will be binding
                                         upon the Parties’ permitted successors and its assigns. Any assignment in breach
                                         of this Section 15.4 will be null and void.



 






    	 	Services Partner Agreement – 16



     

    

 


		15.5.	Waiver.
                                         Any waiver of any breach of any provision of this Agreement will not be construed as
                                         a continuing waiver of other breaches of the same or other provisions hereof.



 


		15.6.	No
                                         Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties
                                         and their respective successors and permitted assigns and nothing herein, express or
                                         implied, is intended to or shall confer upon any other party any legal or equitable right,
                                         benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.



 


		15.7.	Governing
                                         Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and
                                         construed in accordance with the internal laws of the State of Florida without giving
                                         effect to any choice or conflict of law provision or rule (whether of the State of Florida
                                         or any other jurisdiction) that would cause the application of laws of any jurisdiction
                                         other than those of the State of Florida. The United Nations Convention on Contracts
                                         for the International Sale of Goods shall not apply to this Agreement. Any legal
                                         suit, action, or proceeding arising out of or related to this Agreement or the Services
                                         provided hereunder shall be instituted exclusively in the federal courts of the United
                                         States or any court of competent jurisdiction in the State of Florida, and each Party
                                         irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action,
                                         or proceeding. Service of process, summons, notice, or other document by mail to such
                                         Party’s address set forth in Section 13 shall be effective service of process for
                                         any suit, action or other proceeding brought in any such court. EACH PARTY IRREVOCABLY
                                         AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                                         LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
                                         HEREBY.



 


		15.8.	Counterparts.
                                         This Agreement may be executed in counterparts, each of which shall be deemed an original,
                                         but all of which together shall be deemed to be one and the same agreement. A signed
                                         copy of this Agreement delivered by facsimile, email, or other means of electronic transmission
                                         shall be deemed to have the same legal effect as delivery of an original signed copy
                                         of this Agreement. Each Party agrees to execute and deliver such additional agreements,
                                         certificates, and other documents as may be necessary or appropriate to carry out the
                                         intent and purposes of this Agreement.



 


[SIGNATURE
PAGE FOLLOWS]


 






    	 	Services Partner Agreement – 17



     

    

 


IN
WITNESS WHEREOF, and intending to be legally bound, the Parties each by its authorized officer or representative have executed
this Agreement.


 


	Ryder
    Truck Rental, Inc.	 	Workhorse
    Technologies Inc.
	 	 	
	/s/
    Scott Perry	 	/s/
    Duane Hughes
	Authorized
    Signature	 	Authorized
    Signature
	 	 	 
	Scott
    Perry	 	Duane
    Hughes
	Printed
    Name	 	Printed
    Name
	 	 	 
	CTPO	 	President
    and COO
	Title	 	Title
	 	 	 
	4/27/2017	 	4/27/2017
	Date	 	Date


 


ATTACHMENTS
FOLLOW:


 


Exhibit
A – Parts Distribution Services


Exhibit
B – Repair Services


Exhibit
C – Vehicle Distribution Services


Exhibit
D – Warranty


 




    	 	Services Partner Agreement – 18



     

    

 


EXHIBIT
A TO SERVICES PARTNER AGREEMENT


 


Parts
Distribution Services


 


		1.	Purchasing
                                         Workhorse Vehicle Parts. In order to purchase Workhorse Vehicle Parts from Workhorse,
                                         Ryder will submit a purchase order in a format mutually agreed upon by the Parties (each,
                                         a “Purchase Order”). Workhorse will have ten (10) business days to
                                         accept the Purchase Order or make changes. If Workhorse does not respond by the end of
                                         the ten (10) business-day period, then the Purchase Order will be deemed accepted by
                                         Workhorse. Workhorse agrees it will use commercially reasonable efforts to meet the delivery
                                         date set forth in the Purchase Order (the “Delivery Date”).



 


		2.	Pricing
                                         of Workhorse Vehicle Parts. For any Workhorse Vehicle Parts ordered to be specifically
                                         utilized in a Workhorse Vehicle during such Workhorse Vehicle’s Warranty Period,
                                         Workhorse shall provide such Workhorse Vehicle Part to Ryder at no cost to Ryder. For
                                         any Workhorse Vehicle Parts ordered to generally stock Ryder’s inventory or for
                                         any other purpose not described in the first sentence of this Section 2, Workhorse will
                                         sell the Workhorse Vehicle Parts to Ryder at prices to be mutually agreed upon by the
                                         Parties, but, in no case, at prices higher than those that Workhorse charges its other
                                         distributors and customers of the Workhorse Vehicle Parts. Ryder will charge Workhorse
                                         a **% service fee on the cost of each Proprietary Part provided by Workhorse to Ryder,
                                         whether for warranty repair maintenance, to stock inventory, for parts distribution or
                                         for any other purpose to cover distribution costs and inventory holding costs. Such fee
                                         will be billed to Workhorse on a monthly basis and will be paid within 30 days of the
                                         date of invoice. The Parties agree that they will jointly evaluate the above payments
                                         and pricing on the 12-month anniversary of this Agreement and mutually agree in writing
                                         to any required revisions.



 


		3.	Shipment
                                         and Delivery. Title to and risk of loss of Workhorse Vehicle Parts shall be transferred
                                         to Ryder by Workhorse when Workhorse makes the Workhorse Vehicle Parts available to Ryder
                                         at the agreed upon shipping point.



 


		4.	Workhorse
Vehicle Part Specifications.




 


		4.1.	Workhorse
                                         Vehicle Parts. Each Workhorse Vehicle Part shall meet all specifications contained
                                         in the applicable Purchase Order and shall be delivered to Ryder without damage, free
                                         of all defects and with all components in working order.



 


		4.2.	Defective
                                         Workhorse Vehicle Parts. In the event a Workhorse Vehicle Part is determined by mutual
                                         consent of both Ryder and Workhorse, which consent may not be unreasonably withheld,
                                         to be a “Defective Vehicle Part,” Ryder may return such Defective Vehicle
                                         Part, without penalty, liability or further obligation to Ryder, and either (i) request
                                         a complete refund from Workhorse or (ii) require Workhorse, at Workhorse’s sole
                                         cost and expense, to exchange such defective Workhorse Vehicle Part for the same type
                                         of Workhorse Vehicle Part without defects within a reasonable amount of time.



 


**
The information omitted is confidential in nature and has been omitted. Workhorse Group Inc. has filed the omitted portion with
the Securities and Exchange Commission requesting confidential treatment.


 


Exhibit
A – Parts Distribution Services


 






     

     

    

 


		4.3.	Effect
                                         upon Cancellation. Ryder shall have no obligation to accept or pay for any Workhorse
                                         Vehicle Parts pursuant to any Purchase Order that has been cancelled: (i) prior to the
                                         commencement of production for Workhorse Vehicle Parts that are to be produced in anticipation
                                         of a repair; or (ii) prior to shipment for Workhorse Vehicle Parts that are in stock
                                         and in Workhorse’s inventory.



 


		5.	Payment
                                         for Workhorse Vehicle Parts. Upon acceptance of a Purchase Order and shipment of
                                         the applicable Workhorse Vehicle Parts, if applicable as per Section 2 above, Workhorse
                                         will send Ryder an invoice for all Workhorse Vehicle Parts shipped to Ryder under that
                                         Purchase Order and Ryder will pay all amounts due under that invoice within ten (10)
                                         days of receiving the Workhorse Vehicle Parts and the invoice.



 


		6.	Additional
                                         Workhorse Warranties. Workhorse will manufacture each Workhorse Vehicle Part in accordance
                                         with the minimum specifications forth in the applicable Purchase Order, as the same may
                                         be revised by mutual agreement of the Parties (the “PO Specifications”).
                                         Workhorse agrees that the PO Specifications will be guaranteed for each Workhorse Vehicle
                                         Part. In addition to and without prejudice to all other warranties expressed or implied
                                         by applicable laws, Workhorse represents and warrants that each Workhorse Vehicle Part
                                         shall be delivered to Ryder free of all defects, including in workmanship, materials,
                                         or design, and shall conform to the PO Specifications. Workhorse warrants that each Workhorse
                                         Vehicle Part shall be manufactured and furnished in accordance with all applicable laws,
                                         including Federal Motor Vehicle Safety Standards in effect for similar parts manufactured
                                         at the time of manufacture, Workhorse warrants that the Workhorse Vehicle Parts will
                                         not interfere with any contractual rights or infringe upon any United States or foreign
                                         patents and/or copyrights and/or any United States, foreign, state or common law trademark,
                                         trade dress, trade name or similar property right. Workhorse further represents and warrants
                                         that at the time of delivery, all Workhorse Vehicle Parts shall be free and clear of
                                         all encumbrances, liens, creditor claims and debts of any nature whatsoever and, upon
                                         delivery thereof, Ryder shall have good and marketable title to each Workhorse Vehicle
                                         Part and Workhorse agrees to defend such title forever. Workhorse warrants and agrees
                                         that physical delivery of each Workhorse Vehicle Part (i) shall be rightful and shall
                                         not be subject to any import quota, restrictions or regulation preventing or forbidding
                                         the importation or sale of such Workhorse Vehicle Part or any component part thereof,
                                         and (ii) shall not be subject to any duty, tariff or penalty. The warranties provided
                                         herein shall be in addition to all other warranties provided by Workhorse herein or otherwise.
                                         Ryder has specifically relied upon such warranties in entering into this Agreement and
                                         each Purchase Order.



 


		7.	Promotion
                                         of Workhorse Vehicle Parts. In order to market and promote the Workhorse Vehicle
                                         Parts, Ryder will:



 


		7.1.	Present
                                         itself to the public and prospective customers as an authorized distributor of Workhorse
                                         Vehicle Parts;



 


		7.2.	Promote
                                         the sale of the Workhorse Vehicle Parts through systematic contacts with owners, users,
                                         and prospective owners and users of the Workhorse Vehicles and Workhorse Vehicle Parts;
                                         and



 


		7.3.	As
                                         much as reasonably possible, make use of the promotional materials provided to Ryder
                                         by Workhorse, including brochures and point-of-sale materials.



 


Exhibit
A – Parts Distribution Services


 






     

     

    

 


		8.	Removal
                                         of Labels. Ryder will not alter or remove any Workhorse identity plates, numbers,
                                         marks or operating instruction labels on any Workhorse Vehicles or Workhorse Vehicle
                                         Parts without Workhorse’s prior written consent.



 


	9. 	Assistance by Workhorse.




 


		9.1.	Identification.
                                         Workhorse will identify Ryder as an authorized distributor of Workhorse Vehicle Parts
                                         in all lists and other documentation in which Workhorse identifies such distributors
                                         in the Parts Distribution Territory.



 


		9.2.	Information
                                         and Materials. Workhorse will deliver to Ryder all training, assistance, information
                                         and other materials, including point-of-sale materials, necessary or appropriate for
                                         Ryder to perform the Parts Distribution Services and will provide Ryder with all upgrades
                                         and, modifications to such materials, instruction manuals, operations manuals, user guides,
                                         product and equipment specifications, and other documentation or information as well
                                         as revised training and assistance as they become available or as specifically requested
                                         by Ryder.



 


		9.3.	Regulatory
                                         Approvals. Workhorse will acquire and obtain all regulatory approvals and licenses
                                         necessary for Workhorse to be able to deliver all Workhorse Vehicle Parts to Ryder in
                                         the Parts Distribution Territory and provide commercially reasonable assistance to Ryder
                                         that may be necessary for Ryder to obtain regulatory approvals and licenses necessary
                                         for Ryder to sell the Workhorse Vehicle Parts in the Parts Distribution Territory. The
                                         Parties will cooperate with one another to obtain any regulatory approvals or licenses
                                         that are necessary for either Party to perform their respective obligations under this
                                         Agreement.



 


		10.	Payment.
                                         As partial consideration for the Parts Distribution Services, Ryder may establish a fair
                                         market sales price for the Workhorse Vehicle Parts to its customers, and may retain the
                                         difference between the purchase price (from Ryder) and the fair market sales price to
                                         customers.






 


Exhibit
A – Parts Distribution Services


 






     

     

    

 


EXHIBIT
B TO SERVICES PARTNER AGREEMENT


 


Repair
Services


 


	1.	Promotion
                                         of Repair Services. In order to market and promote the Repair Services and Ryder’s
                                         affiliation with Workhorse, Ryder will:



 


		1.1.	Present
                                         itself to the public and prospective customers as a “Workhorse Service Partner”
                                         and operate facilities as an authorized Workhorse Service Partner for the repair and
                                         maintenance of Workhorse Vehicles;



 


		1.2.	Promote
                                         the servicing of the Workhorse Vehicles and Workhorse Vehicle Parts through systematic
                                         contacts with owners, users, and prospective owners and users of the Workhorse Vehicles
                                         and Workhorse Vehicle Parts; and



 


		1.3.	As
                                         much as possible, make use of the promotional materials provided to Ryder by Workhorse,
                                         including brochures and point-of-sale materials.



 


		2.	Specific
                                         Services.



 


		2.1.	Comprehensive
                                         Repair and Maintenance Services. Ryder will offer and provide comprehensive repair
                                         and maintenance services for the Workhorse Vehicles, upon the request of an owner of
                                         a Workhorse Vehicle (“Owner”). All such repair and maintenance work
                                         will be performed in accordance with the technical information and relevant documentation
                                         developed in cooperation between the parties.



 


		2.2.	Warranty
                                         Service. Subject to the provisions of Section 3 of the Agreement, for all Repair
                                         Services performed by Ryder on the Workhorse Vehicles during the Warranty Period, excluding
                                         physical damage repairs resulting from, but not limited to, collision, driver behavior,
                                         fire or act of God (“Physical Damage”) (all Repair Services other
                                         than Physical Damage repairs shall be defined as “Warranty Services”),
                                         Workhorse will reimburse Ryder as set forth in Section 4 below. Workhorse Vehicle Parts
                                         provided directly by Workhorse for the performance of Warranty Services shall be provided
                                         to Ryder without charge. Upon completion of Warranty Services, Ryder will record the
                                         name, address and contact details of the Owner, vehicle identification number, description
                                         of the work performed and date of service, the Workhorse Vehicle Parts installed, any
                                         other documentation customarily provided to other OEMs by Ryder for similar Warranty
                                         Services, and all other information reasonably requested by Workhorse. Ryder will retain
                                         such records for at least five (5) years. All other Workhorse Vehicle Parts will be sold
                                         to Ryder at prices to be mutually agreed upon by the Parties, but, in no case, at prices
                                         higher than those that Workhorse charges any other buyer or customer. Once the Warranty
                                         Period has expired, Ryder shall charge the Owner its prevailing labor and parts rate
                                         for such Repair Services. Physical Damage repairs shall be charged to Owner at Ryder’s
                                         prevailing rates at all times (both during and after the Warranty Period expires). Ryder
                                         intends to perform most of the services directly through one of its locations; however,
                                         in instances where it is necessary for Ryder to subcontract any Repair Services (only
                                         during the Warranty Period) to support customer uptime or to perform Repair Services
                                         not provided directly by Ryder (such as towing), Workhorse will reimburse Ryder for such
                                         costs with a **% mark-up, so long as Workhorse grants prior written approval to Ryder
                                         for the Repair Services to be provided by the subcontractor. Notwithstanding the foregoing,
                                         parties agree that no prior written notice will be required to subcontract any Repair
                                         Services in the event of an emergency or for over-the-road repair services.



 


Exhibit B – Repair Services 


 






     

     

    

 


		2.3.	Warranty
                                         Adjustments. Parties agree that they will discuss, in good faith, any changes to
                                         the scope of the Warranty Services and will jointly develop any additional options for
                                         Warranty Services or the Warranty Period. In the event that a change in the Warranty
                                         Services results in a change in the price of the Workhorse Vehicle, Parties agree to
                                         discuss and jointly determine whether Ryder’s commission would need to be changed.



 


		2.4.	Recall
                                         Campaigns. Ryder will, upon Workhorse’s request or the request of an Owner,
                                         perform recall inspections and services on the Workhorse Vehicles, at no cost to the
                                         Owner, in strict accordance with the applicable policies and procedures provided to Ryder
                                         by Workhorse, including all timetables and deadlines reasonably designated by Workhorse.
                                         Upon completion of any recall inspection or recall services, Ryder will record the name,
                                         address and contact details of the Owner, vehicle identification number, a description
                                         of the work done, the Workhorse Vehicle Parts installed or delivered and the date of
                                         service or delivery, any other documentation customarily provided to other OEMs by Ryder
                                         for similar recall inspection services, and all other information reasonably requested
                                         by Workhorse. Ryder will retain these records for at least five (5) years from the date
                                         of service, or longer if required by federal or state law, and will charge Workhorse
                                         as per Section 4 below.



 


		2.5.	Emergency
                                         Services. If set forth in the applicable Warranty, Ryder will offer and provide roadside
                                         emergency break down services on the Workhorse Vehicles within reasonably acceptable
                                         response intervals, regardless of where, when, or by whom those Workhorse Vehicles were
                                         purchased. Ryder will ensure that these services are available on a 24 hours a day, 7
                                         days a week basis. Upon receipt of a request for these services, by an Owner or by Workhorse,
                                         Ryder will begin processing that request and performing the services as soon as is reasonably
                                         practicable.



 


		2.6.	Pre-Delivery
                                         Inspections. Ryder will, upon Workhorse’s request and at the rates set forth
                                         herein, carry out receiving and pre-delivery inspections on the Workhorse Vehicles in
                                         accordance with checklists provided to Ryder by Workhorse, carefully checking that the
                                         Workhorse Vehicles in question are suitable for use on public roads and are otherwise
                                         free of defects.



 


		2.7.	Product
                                         Modifications. Ryder may make modifications (including bodywork and machinery installation)
                                         to a Workhorse Vehicle or Workhorse Vehicle Part, as requested by an Owner; provided,
                                         however, that all such modifications must comply with the engineering specifications
                                         and guidelines provided to Ryder by Workhorse, including all instructions manuals, service
                                         bulletins, and chassis drawings for the applicable
Workhorse Vehicle and Owner shall be charged for such modifications. Workhorse shall have the exclusive right to decline warranty
coverage on any modification, or any vehicle system that the modification may negatively effect, that is requested by an Owner.



 


**
The information omitted is confidential in nature and has been omitted. Workhorse Group Inc. has filed the omitted portion with
the Securities and Exchange Commission requesting confidential treatment.


 


Exhibit B – Repair Services 


 






     

     

    







 


		2.8.	Proprietary
                                         Parts. Ryder agrees to use Proprietary Parts provided by Workhorse for all Warranty
                                         Services and will obtain Workhorse written approval before providing any non-Proprietary
                                         Parts. Ryder agrees not to solicit or try to solicit aftermarket Proprietary Parts outside
                                         of Workhorse. Workhorse shall not warrant any non-Proprietary Parts or aftermarket Proprietary
                                         Parts and will have no obligation to repair any such parts during or after the Warranty
                                         Period.



 


		2.9.	Continuous
                                         Improvement. Ryder will measure and track vehicle delivery, vehicle uptime, customer
                                         satisfaction and repair times for standard tasks performed during the Term. Repair times
                                         will be communicated to Workhorse as part of the standard reporting package. Quarterly,
                                         Ryder and Workhorse will meet and review data related to vehicle delivery times, vehicle
                                         uptime, customer satisfaction and repair times for standard tasks to discuss ways to
                                         improve efficiencies, to develop continuous improvement initiatives and to determine
                                         a set of Standard Repair Times for common tasks and task strings for warrantable and
                                         non-warrantable repairs.



 


	3.	Assistance by Workhorse.




 


		3.1.	Identification.
                                         Workhorse will identify Ryder as an authorized Workhorse Service Partner in all lists
                                         and other documentation in which Workhorse identifies authorized Workhorse Service Partners
                                         in the Repair Territory.



 


		3.2.	Training.
                                         Workhorse will provide training programs for Ryder’s personnel and staff, at times
                                         and locations reasonably agreed upon by the Parties, as necessary or appropriate for
                                         Ryder to safely perform the Repair Services set forth herein.



 


		3.3.	Technical
                                         Information and Tools. Workhorse, in consultation with Ryder, will deliver to Ryder
                                         certain technical information, diagnostic and other equipment, tools, software, and other
                                         materials necessary or appropriate for Ryder to safely perform the Repair Services set
                                         forth herein and will provide Ryder with all upgrades and, modifications to such materials,
                                         instruction manuals, operations manuals, user guides, product and equipment specifications,
                                         and other documentation or information as well as revised training and assistance as
                                         they become available or as specifically and reasonably requested by Ryder.



 


		3.4.	Warranty
                                         and Recall Information. Workhorse will deliver to Ryder all information and materials
                                         necessary or appropriate for Ryder to safely perform the Warranty Services and recall
                                         campaigns services set forth herein.



 


	4.	Payment.




 


		4.1.	Warranty
                                         Service Pricing. Workhorse (or its assignee) shall reimburse Ryder for any such Repair
                                         Services as follows:



 


		a)	Hourly
                                         Labor Charge: $**, which may be adjusted annually on January 1, at Ryder’s discretion,
                                         by providing thirty (30) days’ notice to Workhorse. These adjustments will be computed
                                         based on the percentage change in the Revised Consumer Price Index for Urban Wage Earners
                                         and Clerical Workers (1967 base period) published by the U.S. Bureau of Labor Statistics
                                         (or any successor index designated by Ryder) (“CPI”) from the base
                                         index.



 


		b)	Parts
                                         (other than those Ryder has received from Workhorse without charge pursuant to Section
                                         2 of Exhibit A): Ryder will charge Workhorse a **% service fee on the cost of
                                         each Proprietary Part provided by Workhorse to Ryder, whether for warranty repair maintenance,
                                         to stock inventory, for parts distribution or for any other purpose to cover distribution
                                         costs and inventory holding costs. Such fee will be billed to Workhorse on a monthly
                                         basis and will be paid within thirty (30) days of the date of invoice.



 


		4.2.	Outside
                                         Repairs during Warranty Period: Ryder’s cost plus **%, so long as Workhorse grants
                                         prior written approval to Ryder for the outside Repair Services to be provided by the
                                         subcontractor. Notwithstanding the foregoing, parties agree that no prior written notice
                                         will be required to subcontract any Repair Services in the event of an emergency or for
                                         over-the-road repair services.



 


		4.3.	Charges
                                         for all repairs will be billed after the repair is performed. Workhorse shall pay Ryder
                                         for all non-disputed charges under this Exhibit B within thirty (30) days of the
                                         date of Ryder’s invoice, without deduction or setoff. Any charge not disputed within
                                         ninety (90) days of Ryder’s invoice date will be conclusively deemed correct.



 


		4.4.	The
                                         Parties agree that they will jointly evaluate the above payments and pricing on the 12-month
                                         anniversary of this Agreement and mutually agree in writing to any required revisions



 


**
The information omitted is confidential in nature and has been omitted. Workhorse Group Inc. has filed the omitted portion with
the Securities and Exchange Commission requesting confidential treatment.


 


Exhibit B – Repair Services 


 




     

     

    

 


EXHIBIT
C TO SERVICES PARTNER AGREEMENT


 


Vehicle
Distribution Services


 


		1.	Purchasing
                                         Workhorse Vehicles. In order to purchase Workhorse Vehicles from Workhorse for its
                                         own fleet or for any Third Party (“Third Party Purchaser”), Ryder
                                         will submit a standard purchase order in a format provided by Workhorse, which will be
                                         in the name of Ryder, the Third Party Purchaser or a financial institution, as applicable
                                         (each, a “Purchase Order”). For example, the Purchase Order for a
                                         Workhorse Vehicle purchased on behalf of a Third Party Purchaser will be in the name
                                         of the Third Party Purchaser. Workhorse will have ten (10) business days to accept the
                                         Purchase Order or make changes. If Workhorse does not respond by the end of the ten (10)
                                         day period, then the Purchase Order will be deemed accepted by Workhorse. Workhorse agrees
                                         it will use commercially reasonable efforts to meet the delivery date set forth in the
                                         Purchase Order (the “Delivery Date”). For Workhorse Vehicles sold
                                         by Ryder on behalf of Workhorse to the Third Party Purchasers, title will transfer directly
                                         from Workhorse to the Third Party Purchaser. Ryder shall remit payment to Workhorse for
                                         all Workhorse Vehicles it purchases from Workhorse, whether for Ryder’s own use
                                         or on behalf of a Third Party Purchaser, which shall be paid in ten (10) days of delivery.
                                         Ryder will not provide financing for Third Party Purchaser, but the parties agree and
                                         acknowledge that financing may be provided by Workhorse or a third-party financing entity.
                                         Ryder shall not be responsible for the failure or refusal by any Third Party Purchaser
                                         to pay Workhorse for a Workhorse Vehicle. In connection with the process of purchasing
                                         the Workhorse Vehicles by Ryder on behalf of Third Party Purchasers, parties will work
                                         together to mitigate any tax impact to Ryder.



 


		2.	Light
                                         Duty Vehicles. The Parties agree to mutually work together to develop a sales and
                                         distribution platform and related agreement pertaining to sales of the light-duty W-15
                                         pickup to consumers.



 


		3.	Product
                                         Launch. Ryder’s timeline for developing and activating the product launch with
                                         respect to Workhorse Vehicles will be provided to Workhorse within thirty (30) days of
                                         the date hereof.



 


		4.	Pricing
                                         of Workhorse Vehicles. Workhorse will sell the Workhorse Vehicles to Ryder directly
                                         or on behalf of a Third Party Purchaser at prices to be determined by Workhorse (provided
                                         that both Parties agree to collaborate in good faith to determine any modifications in
                                         pricing in the event that demand falls below expectations), but, in no case, at prices
                                         higher than those that Workhorse charges its other distributors and customers of the
                                         Workhorse Vehicles which such price shall be adjusted to take into account discounts
                                         offered for large volume purchases by Exclusive Accounts.



 


		5.	Shipment
                                         and Delivery. For purchases of Workhorse Vehicles by Ryder, title to and risk of
                                         loss of Workhorse Vehicles shall be transferred to Ryder by Workhorse when Workhorse
                                         makes the Workhorse Vehicles available to Ryder at delivery location set forth on the
                                         Purchase Order. Title to and risk of loss of Workhorse Vehicles sold to Third Party Purchasers
                                         through Ryder as Workhorse’s agent, shall be transferred to such Third Party Purchaser
                                         by Workhorse when Workhorse makes the Workhorse Vehicle available to the Third Party
                                         Purchaser at the delivery location set forth on the Purchase Order.



 


Exhibit
C – Vehicle Distribution Services


 






     

     

    

 


	6.	Workhorse Vehicle Specifications.




 


		a.	Workhorse
                                         Vehicles. Each Workhorse Vehicle shall meet all specifications contained in the applicable
                                         Purchase Order and shall be delivered to Ryder without damage, free of all defects and
                                         with all components in working order.



 


		b.	Defective
                                         Workhorse Vehicles. In the event a new Workhorse Vehicle meets the definition of
                                         a Defective Vehicle as set forth below and Ryder or the Third Party Purchaser notifies
                                         Workhorse within three (3) months in writing, then Ryder or the Third Party Purchaser
                                         shall be entitled to return such Workhorse Vehicle, without penalty, liability or further
                                         obligation, and either: (i) request a complete refund from Workhorse of the purchase
                                         price paid for the Workhorse Vehicle; or (ii) require Workhorse, at Workhorse’s
                                         sole cost and expense, to exchange such Defective Vehicle for a new Workhorse Vehicle
                                         of the same type that meets the standards in Section 6(a) of this Exhibit C within
                                         a reasonable amount of time. A “Defective Vehicle” means a Workhorse
                                         Vehicle in which the same problem has not been repaired after four (4) attempts, including
                                         consultation with Workhorse on the final two (2) attempts, or a vehicle that is out of
                                         service for thirty (30) or more consecutive days for repairs within the one (1) year
                                         following purchase.



 


		c.	Effect
                                         upon Cancellation. Until such time that Workhorse is manufacturing the Workhorse
                                         Vehicles on a standard monthly production cycle, Ryder shall not be able to cancel any
                                         Purchaser Order. As such, Ryder is not entitled to defer or cancel any Purchase Order
                                         in any way. Upon commencing a standard monthly production cycle, Ryder will have the
                                         ability cancel a Purchase Order in writing during the period of thirty (30) days from
                                         the date of the Purchase Order. Ryder will have no obligation to accept or pay for any
                                         Workhorse Vehicle if it has cancelled the Purchase Order within such thirty (30) day
                                         period. Notwithstanding the foregoing, for Purchase Orders with extended lead time,
                                         Ryder shall have no obligation to accept or pay for any Workhorse Vehicle if it has cancelled
                                         the Purchase Order forty-five (45) days prior to commencement of production and such
                                         production date will be communicated to Ryder upon acceptance of the Purchase Order.
                                         Any payments made by Ryder relating to a Purchase Order within the allowable cancellation
                                         period shall be promptly returned by Workhorse to Ryder and Ryder shall have no obligation
                                         to accept such Workhorse Vehicle.



 


		d.	Payment
                                         for Workhorse Vehicles. Upon delivery of the Workhorse Vehicles per Section 5 above,
                                         Workhorse will send Ryder an invoice (in the name of Ryder or the Third Party Purchaser,
                                         as applicable) for all Workhorse Vehicles that Workhorse delivered pursuant to that Purchase
                                         Order and Ryder will remit the total amount (on behalf of itself or the Third Party Purchaser,
                                         as applicable) due within 10 days of the Workhorse Vehicle delivery and receipt of the
                                         invoice. For example, invoices for Workhorse Vehicles purchased on behalf of Third Party
                                         Purchasers will be in the name of the Third Party Purchaser.



 


Exhibit
C – Vehicle Distribution Services


 






     

     

    

 


		7.	Ryder
                                         Records for Third Party Purchasers. Ryder will record the date of sale, customer
                                         price, vehicle identification number(s), name, address and contact details for all Third
                                         Party Purchasers who purchase Workhorse Vehicles from Ryder. Ryder will remit such information
                                         to Workhorse in monthly sales reports within fifteen (15) days of the end of the following
                                         month.



 


		8.	Ryder
                                         Commission.



 


		a.	For
                                         any Workhorse Vehicle purchased on behalf of a Third Party Purchaser from Ryder, Ryder
                                         shall be entitled to a commission fee from Workhorse of **% of the purchase price for
                                         the medium duty step van and **% of the purchase price of light-duty W-15 pickups. In
                                         addition, Workhorse will pay a sales performance incentive of $** to Ryder for each light-duty
                                         W-15 pickup covered by a letter of intent signed by a Third Party Purchaser, excluding
                                         letter of intents for the Ryder fleet. Workhorse shall pay the commission fee to Ryder
                                         within thirty (30) days of the date that Ryder pays or remits funds to Workhorse for
                                         the full purchase price for the Workhorse Vehicle.



 


		9.	Additional
                                         Workhorse Warranties. Subject to the provisions of Section 6 of Exhibit C
                                         of the Agreement, Workhorse will manufacture each Workhorse Vehicle in accordance with
                                         the minimum specifications put forth in the applicable Purchase Order, as the same may
                                         be revised by the Parties by mutual agreement (the “PO Specifications”).
                                         Workhorse agrees that the PO Specifications will be guaranteed for each Workhorse Vehicle.
                                         In addition to and without prejudice to all other warranties expressed or implied by
                                         applicable laws, Workhorse represents and warrants that each Workhorse Vehicle shall
                                         be delivered to Ryder free of all defects, including in workmanship, materials, or design,
                                         and shall conform to the PO Specifications. Workhorse warrants that each Workhorse Vehicle
                                         shall be manufactured and furnished in accordance with all Applicable Laws, including
                                         Federal Motor Vehicle Safety Standards applicable to vehicles like the Workhorse Vehicles
                                         at the time of manufacture. Workhorse warrants that the Workhorse Vehicles will not interfere
                                         with any contractual rights or infringe upon any United States or foreign patents and/or
                                         copyrights and/or any United States, foreign, state or common law trademark, trade dress,
                                         trade name or similar property right. Workhorse further represents and warrants that
                                         at the time of delivery, all Workhorse Vehicles shall be free and clear of all encumbrances,
                                         liens, creditor claims and debts of any nature whatsoever and, upon delivery thereof,
                                         Ryder shall have good and marketable title to each Workhorse Vehicle and Workhorse agrees
                                         to defend such title forever. Workhorse warrants and agrees that physical delivery of
                                         each Workhorse Vehicle (i) shall be rightful and shall not be subject to any import quota,
                                         restrictions or regulation preventing or forbidding the importation or sale of such Workhorse
                                         Vehicle or any component part thereof, and (ii) shall not be subject to any duty, tariff
                                         or penalty. The warranties provided herein shall be in addition to all other warranties
                                         provided by Workhorse herein or otherwise. Ryder has specifically relied upon such warranties
                                         in entering into this Agreement and each Purchase Order.



 


**
The information omitted is confidential in nature and has been omitted. Workhorse Group Inc. has filed the omitted portion with
the Securities and Exchange Commission requesting confidential treatment.


 


Exhibit
C – Vehicle Distribution Services


 






     

     

    

 


		10.	Promotion
                                         of Workhorse Vehicles. In order to market and promote the Workhorse Vehicles, Ryder
                                         will:



 


		a.	Present
                                         itself to the public and prospective customers as an authorized distributor of Workhorse
                                         Vehicles;



 


		b.	Ryder
                                         agrees that it will promote and sell the Workhorse Vehicles through Ryder’s formal
                                         marketing efforts in the same manner (with respect to resources and time) as, and in
                                         no case less favorable than, it promotes and sells other traditional OEMs products with
                                         whom Ryder has a significant relationship.



 


		c.	Promote
                                         the sale of the Workhorse Vehicles through systematic contacts with owners, users, and
                                         prospective owners and users of the Workhorse Vehicles and Workhorse Vehicles;



 


		d.	Consult
                                         with Workhorse on a quarterly basis to mutually agree on a yearly plan for Ryder’s
                                         advertising and promoting the Workhorse Vehicles; and



 


		e.	As
                                         much as reasonably possible, make use of the promotional materials provided to Ryder
                                         by Workhorse, including brochures and point-of-sale materials.



 


	11.	Removal
                                         of Labels. Ryder will not alter or remove any Workhorse identity plates, numbers,
                                         marks or operating instruction labels on any Workhorse Vehicles or Workhorse Vehicles
                                         without Workhorse’s prior written consent.



 


	12.	Assistance by Workhorse.




 


		a.	Identification.
                                         Workhorse will identify Ryder as an authorized distributor of Workhorse Vehicles in all
                                         lists and other documentation in which Workhorse identifies such distributors in the
                                         Vehicle Distribution Territory.



 


		b.	Information
                                         and Materials. Workhorse will deliver to Ryder all training, assistance, information
                                         and other materials, including point-of-sale materials, necessary or appropriate for
                                         Ryder to perform the Vehicle Distribution Services and will provide Ryder with all upgrades
                                         and, modifications to such materials, instruction manuals, operations manuals, user guides,
                                         product and equipment specifications, and other documentation or information as well
                                         as revised training and assistance as they become available or as specifically and reasonably
                                         requested by Ryder.



 


		c.	Regulatory
                                         Approvals. Workhorse will acquire and obtain all regulatory approvals and licenses
                                         necessary for Workhorse to be able to deliver all Workhorse Vehicles to Ryder in the
                                         Vehicle Distribution Territory, and provide commercially reasonable assistance to Ryder
                                         that may be necessary for Ryder to obtain regulatory approvals and licenses necessary
                                         for Ryder to resell the Workhorse Vehicles to Third Party Customers in the Vehicle Distribution
                                         Territory. The Parties will cooperate with one another to obtain any regulatory approvals
                                         or licenses that are necessary for either Party to perform their respective obligations
                                         under this Agreement.



 


		d.	Regulatory
                                         Credits. Ryder and Workhorse shall work together to determine which regulatory credits
                                         or subsidies are applicable to Workhorse Vehicles and jointly determine which credits
                                         or subsidies to apply for and whether to pass such credits or subsidies along to the
                                         customer.



 


Exhibit
C – Vehicle Distribution Services


 






     

     

    

 


		13.	Warranty
                                         Period. Subject to the provisions of Section 3 of the Agreement, the warranty period
                                         on each Workhorse Vehicle shall be as described on Exhibit D attached hereto.



 


		14.	Ryder’s
                                         purchase of Workhorse Vehicles for its Rental Fleet. In the event that Workhorse
                                         Vehicles are being purchased by Ryder, to be owned directly by Ryder and to be used in
                                         Ryder’s rental fleet, Ryder shall be entitled to a minimum discount of **% on the
                                         original purchase price of a medium duty step van and a minimum discount of **% on the
                                         original purchase price of a light duty W-15 pickup (such purchase price after applying
                                         the stated discount, the “Discounted Price”). Parties will agree to
                                         discuss in good faith additional discounts on such Workhorse Vehicles based on market
                                         conditions. Notwithstanding the above or anything to the contrary in this Agreement,
                                         Workhorse shall sell Workhorse Vehicles to Ryder at the lowest price sold to any third
                                         party. In determining lowest price sold to any third party, discounts provided by Workhorse
                                         for large volume purchases to Exclusive Accounts shall be added back into the price and
                                         sales to governments or government related organizations shall not be utilized in calculating
                                         lowest price. No commissions will be made on the sale of any Workhorse Vehicle to Ryder.



 


		15.	Sales
                                         Strategy and Planning. Each Party agrees that any plan for sales or to launch operations
                                         in a new market or geographical location shall be developed jointly and shall give consideration
                                         to Ryder’s infrastructure and capabilities for electric compliance in such new
                                         market or geographical location.



 


**
The information omitted is confidential in nature and has been omitted. Workhorse Group Inc. has filed the omitted portion with
the Securities and Exchange Commission requesting confidential treatment.


 


Exhibit C – Vehicle Distribution Services


 




     

     

    

 


Exhibit
D


 





 


Exhibit
D – Warranty


 




     

     

    

 





 


 


Exhibit D – Warranty