Exhibit 4.1


 





 


 


 


Workhorse Group Inc.


 





 


 


Securities
Purchase Agreement


 


Investor
Package


 


 


 


 


October 12, 2015


 


 






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INSTRUCTIONS FOR INVESTING


 


 


If you wish to purchase the offered securities
of Workhorse Group Inc., please:


 


	 	(1)	Review this Securities Purchase Agreement, Note, Warrant, and Escrow Agreement.


 


	 	(2)	Indicate where appropriate, in Exhibit A to the Securities Purchase Agreement, your status as an Accredited Investor by initialing the appropriate accreditation categories.


 


	 	(3)	Type or print all information required in the blank sections in Exhibit A to the Securities Purchase Agreement, including your requested subscription amount and your federal taxpayer identification number.


 


	 	(4)	Execute the signature page to the Securities Purchase Agreement.


 


	 	(5)	If you are an individual, complete and execute, or cause to be executed, the enclosed Spousal Consent included as Exhibit B by either (i) having your spouse execute such consent or (ii) if you are not married, by confirming your status as single on such consent.


 


	 	(6)	Pay for the full amount of your investment by means of a check made payable to American Stock Transfer & Trust Company, LLC – Workhorse, Inc. Escrow Agent or a wire transfer to the following:


 


JP Morgan Chase Bank


ABA #: 021 000 021


ACCT #: 323-062539


ACCOUNT NAME: American Stock Transfer
& Trust Company LLC


AS AGENT FOR Workhorse Group Inc. FBO.(CLIENT/INVESTORS’S
NAME)


 


	 	You must send the completed and executed signature pages to this Securities Purchase Agreement, the completed Purchaser Information  (Exhibit A) and the completed Spousal Consent (Exhibit B) to the following Placement Agent, preferably by fax or e-mail:


 


Maxim Group LLC


Attn: Eddie Grossman


405 Lexington Avenue


New York, New York 10174


Fax: (212) 895-3783


Email: egrossman@maximgrp.com


 


    The
Company may choose not to accept all or some of any investor’s subscription for any reason (regardless of whether any check
or wire transfer relating to this subscription is deposited in a bank or trust or escrow account).  The Company will
send to you a fully executed copy of the transaction documents if your subscription is accepted.  If you have any questions
in completing the transaction documents, please contact Eddie Grossman at (212) 895-3511. 


 



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WORKHORSE GROUP INC.


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement (the
“Agreement”) is entered into by and between Workhorse Group Inc., a Nevada corporation (the “Company”),
and the undersigned purchaser or purchasers (the “Purchaser”, and collectively with other purchasers similarly
situated, the “Purchasers”) as of the latest date set forth on the signature page hereto.


 


NOW, THEREFORE, in consideration
of the mutual covenants and other agreements contained in this Agreement the Company and the Purchaser hereby agree as follows:


 


1.Purchase
of Securities.  (Capitalized terms used below and not otherwise defined are defined in Section 2 of the Agreement.)


 


(a)Subject
to the terms and conditions of this Agreement, the undersigned Purchaser hereby subscribes for Units, each unit comprised of: (i)
a convertible promissory note (“Note”) in the form attached as Exhibit C hereto, convertible into 285,714
shares (“Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”)
and (ii) 285,714 warrants for the purchase of Common Stock in the form attached as Exhibit D hereto (“Warrant”)
(sometimes the Notes, the Shares and the Warrant are collectively referred to as the “Securities”). The total
amount to be paid for the Securities shall be the amount accepted by the Company in connection with this investment, which may
be less than or equal to the amount indicated by the undersigned Purchaser on the signature page hereto (the “Subscription
Amount”).  The offering, purchase and sale of the Securities is referred to herein as the “Offering.”


 


(b)The Note shall accrue interest at
a rate of 6% per annum. Subject to one or more Optional Conversions (as defined below), the principal amount of the Note, as well
as all other amounts payable under the Note, including interest, shall be repaid on the earliest of (x) the date of the Listing
(as defined below), (y) the date of the Change of Control (as defined in the Note), and (z) 24 months after the Initial Closing
Date (as defined below). Such time is referred to as “Maturity”. All amounts to be paid at Maturity, except
for interest, shall be paid in shares of the Company’s Common Stock at a per-share conversion price equal to the lowest of:
(i) $0.35 (the “Closing Price”), (ii) the Listing Price (as defined below), (iii) the Public Offering Price
(as defined below), (iv) the Private Offering Price (as defined below), and (v) the per share consideration paid in the Change
of Control (the “Change of Control Price”).  Interest due at Maturity shall be paid at the Company’s
option in shares, or cash, or a mix of both, with the amount of any such shares being determined at a per-share conversion price
equal to the closing price of the Company’s Common Stock on the U.S. public trading market on which the Common Stock then
trades on the trading day immediately prior to the payment date.  Prior to Maturity, the Note shall be convertible, in whole
or in part, along with a proportional amount of all other amounts then payable under the Note, including interest, at the holder’s
option, at the Closing Price (each such optional conversion, an “Optional Conversion”). All amounts to be paid
upon an Optional Conversion, except for interest, shall be paid in shares of the Company’s Common Stock. Interest to be paid
upon an Optional Conversion shall be paid at the Company’s option in shares, or cash, or a mix of both.


 


As used herein, the “Listing Price”
means the lower of the opening and closing per-share market prices (as appropriately adjusted to reflect stock dividends, stock
splits, combinations, recapitalizations and the like with respect to the Company’s capital stock after the date hereof) on
such day that the Company’s Common Stock is first traded on The Nasdaq Stock Market or NYSE MKT (the “Listing”),
the “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends,
stock splits, combinations, recapitalizations and the like with respect to the Company’s capital stock after the date hereof)
paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting
discount or other offering expense, and the “Private Offering Price” means the means the lowest price per share
(as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect
to the Company’s capital stock after the date hereof) paid by investors in any private equity, equity-linked or debt financing
(other than this Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s fee or other
offering expense. To the extent there are differences in the terms of the Note as described herein and as described in the Note,
the terms as described in the Note shall prevail.


 



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(c)The
Warrant has a term of five (5) years.  The Warrant shall be exercisable in whole or in part at any time and from time
to time during that term for one share of Common Stock at a per-share exercise price equal to 120% of the closing price of the
Company’s Common Stock on the OTCQB Marketplace (or if the Common Stock does not then trade on such market, on such other
U.S. public trading market on which the Common Stock then trades) on the trading day immediately prior to the Initial Closing Date.
 To the extent there are differences in the terms of the Warrant
as described herein and as described in the Warrant, the terms as described in the Warrant shall prevail.


 


(d)Units shall be delivered to the
Purchaser in the form of separate Notes and Warrants.


 


(e)Maxim
Group LLC has been retained by the Company as the sole placement agent for the Offering (the “Placement Agent”).


  


2.Closing.


 


(a)On
or prior to the applicable Closing Date (as defined below), the Purchaser shall deliver or cause to be delivered to the Placement
Agent the following deliverables in accordance with the subscription procedures described in Section 2(b) below:


 


(i)a
completed and duly executed signature page of this Agreement;


 


(ii)the
completed Purchaser Information included as Exhibit A, attached hereto; and


 


(iii)if
the Purchaser is an individual, a spousal consent in the form of Exhibit B, attached hereto (the “Spousal Consent”.


 


(b)The Purchaser shall deliver or cause
to be delivered, preferably by fax or e-mail, the deliverables described above to the Placement Agent at the following address:


 


Maxim Group LLC


Attn: Eddie Grossman


405 Lexington Avenue


New York, New York 10174


Fax: (212) 895-3783


Email: egrossman@maximgrp.com


 


  Immediately following receipt
of the deliverables described above from all of the Purchasers and acceptance by the Company in accordance with subsection (c)
below, payment instructions will be forwarded to the Purchaser and the Purchaser shall be obligated to deliver funds no later than
three business days thereafter. If the Subscription Amount is to be paid by check, the check must be mailed to the Placement Agent
at the address above in time to be received by the deadline described above. If the Subscription Amount is to be paid by wire transfer,
it must be wired to the following account in time to be received by the deadline described above:


 


American Stock Transfer & Trust Company,
as Escrow Agent for Workhorse Group Inc.


JP Morgan Chase Bank


ABA #: 021 000 021


ACCT #: 323-062539


ACCOUNT NAME: American Stock Transfer
& Trust Company LLC


AS AGENT FOR Workhorse Group Inc. FBO.(CLIENT/INVESTORS’S
NAME)


 


(c)This Agreement sets forth various
representations, warranties, covenants, and agreements of the Company and of the Purchaser, as the case may be, all of which shall
be deemed made, and shall be effective without further action by the Company or the Purchaser, immediately upon the Company’s
acceptance of the Purchaser’s subscription and shall thereupon be binding upon the Company and the Purchaser.  Acceptance
shall be evidenced only by execution of this Agreement by the Company on its signature page attached hereto.  Upon the
Company’s acceptance of the Purchaser’s subscription and receipt of the Subscription Amount, on the applicable Closing
Date, the Placement Agent shall deliver to the Purchaser a duly executed copy of each of the Agreement, the Note, the Warrant,
and the Escrow Agreement.


 






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(d)Purchases and sales of the Securities
shall be initially consummated on or before October 15, 2015 (the “Initial Closing Date”), subject to extension
at the Company’s sole discretion without notice to Investors, in the amount of at least $8,000,000, and shall thereafter
be additionally consummated in one or more additional purchases and sales, in increments of at least $100,000 (provided that, in
its sole discretion and without notice to Purchasers, the Company may accept subscriptions for lesser amounts) (each such consummation,
if any, a “Subsequent Closing” occurring on a “Subsequent Closing Date”), with all purchases
and sales to be consummated on the earlier to occur of: (i) November 6, 2015 (the “Termination Date”) and (ii)
three trading days after the date on which the Maximum Amount is subscribed for by investors and accepted by the Company (the “Maximum
Amount Subscription Acceptance Date”, and the earlier to occur of the Termination Date and the Maximum Amount Subscription
Acceptance Date being referred to as the “Final Closing Date”, and each of the Initial Closing Date, any Subsequent
Closing Date and the Final Closing Date being referred to as a “Closing Date”), provided that the Termination
Date may be extended by one 30-day period in the sole discretion of the Company without notice to Purchasers. The aggregate amount
of purchases and sales of Securities in the Offering shall not exceed $20,000,000. In the event there is not an initial consummation
of at least $8,000,000 of purchases and sales on or before the Initial Closing Date, the Offering shall be cancelled.


 


(e)The Placement Agent has been engaged
for the Offering on a “best efforts, all or none basis” with respect to the Minimum Amount and a “best efforts”
basis with respect to the Maximum Amount. The Placement Agent shall receive (i) nine percent (9%) of the gross proceeds of the
Offering, for a maximum amount of sales commissions of $1,800,000 based on the sale of 200 Units, and (ii) a warrant to purchase
a number of shares equal to nine percent (9%) of the aggregate number of shares underlying all the Units sold, at an exercise price
equal to the exercise price of the Warrant. The Placement Agent is entitled to additional compensation on future financings and
transactions pursuant to a certain advisory agreement dated July 29, 2015 with the Company, including but not limited to a 15-month
tail on future financings or strategic transactions and a 6-month right of first refusal on future financings.


 


3.Company
Representations and Warranties. The Company hereby represents and warrants that, as of each of the date of this Agreement and
the Closing Date applicable to the Purchaser:


 


(a)Organization
and Business.  The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted and as proposed
to be conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary. Each
subsidiary of the Company listed on Schedule 3(a) hereto (the “Subsidiaries” and each a “Subsidiary”)
has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation,
with corporate power and authority to own, lease and operate its properties and conduct its business as now conducted and as proposed
to be conducted, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification;
as of the date of this Agreement, except for the entities listed on Schedule 3(a) hereto, the Company does not own or control,
directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other Person.
 


 


(b)Capitalization.


 


(i)The
Company has two classes of authorized capital stock consisting of 500,000,000 shares of Common Stock and 75,000,000 shares of Preferred
Stock, of which 181,124,341 shares of Common Stock are issued and outstanding and no shares of Preferred Stock are issued and outstanding.  Schedule
3(b)(i) includes a detailed schedule of the Company’s capitalization as of the date of this Agreement and as of the applicable
Closing Date, and all of such capital stock of the Company has been duly and validly authorized and issued, fully paid and nonassessable.
All of the issued share capital of each Subsidiary have been duly and validly authorized and issued, and are fully paid in accordance
with its articles of incorporation, articles of association or applicable foreign, federal, state and local laws, including, without
limitation, the corporate law of the jurisdiction of the Company’s incorporation, and are nonassessable, if applicable. All
of the issued share capital or equity interest, as the case may be, of each Subsidiary is owned directly or indirectly by the Company,
free and clear of all Liens, equities or claims. There are no outstanding securities convertible into or exchangeable for, or warrants,
rights or options to purchase from any Subsidiary, no obligation of any Subsidiary to issue, equity shares or any other class of
share capital of any Subsidiary.


 



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(ii)Except
as set forth on Schedule 3(b)(ii) to this Agreement: (A) there are no outstanding options, warrants, scrip, rights to subscribe
for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for, any capital stock of the Company, or arrangements by
which the Company is or may become bound to issue additional capital stock, (B) there are no agreements or arrangements under which
the Company is obligated to register the sale of any of its or their securities under the Securities Act of 1933, as amended (the
“Securities Act”) and (C) there are no anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the
Securities.


 


(iii)No
shares of capital stock of the Company are subject to preemptive rights or any other similar rights of anyone or any mortgage,
lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer
(other than restrictions on transfer under applicable state and federal securities laws or “blue sky” or other similar
laws (collectively, the “Securities Laws”)) or other defect of title of any kind (each, a “Lien”)
imposed through the actions or failure to act of the Company. No further approval or authorization of any shareholder, the Board
of Directors or others is required for the issuance and sale of the Securities.


 


(iv)Except as set forth on Schedule
3(b)(iv), no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument
to which it is a party or is subject, from paying any dividends to its shareholders, from making any other distribution on such
subsidiary’s issued share capital, from repaying to the Company or any other Subsidiary of the Company any loans or advances
to such subsidiary from the Company or such other Subsidiary or from transferring any of such Subsidiary’s properties or
assets to any of the Company or other Subsidiary.


 


(c)Authorization;
Enforceability.  All corporate action on the part of the Company, its officers, directors and shareholders necessary
for the authorization, execution and delivery of the Transaction Documents (as defined in subsection (f) below), the performance
of all obligations of the Company under the Transaction Documents, and the authorization, issuance, sale and delivery of the Securities
has been taken, and each Transaction Document constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict
the availability of equitable or legal remedies.


 


(d)Valid
Issuance.  The Securities being acquired by the Purchaser hereunder, are duly authorized for issuance and sale to
the Purchaser, and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration, will
be validly issued, fully paid, and non-assessable, and free from all Liens. The shares of Common Stock to be issued pursuant to
the exercise of the Warrants are duly authorized and reserved for issuance and, upon exercise of the warrants in accordance with
its terms, will be validly issued, fully paid and non-assessable and free from all Liens.


 


(e)Litigation. 
There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against
the Company.  The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation by the
Company currently pending or that the Company intends to initiate.


 






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(f)No
Conflict.  The execution, delivery and performance of this Agreement, the Note, the Warrant, the Escrow Agreement,
and the other agreements entered into by the Company in connection with the Offering (the “Transaction Documents”)
and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or result in
a violation of any provision of the charter or bylaws of the Company or (ii) violate or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent
license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to
which the Company or its securities are subject) (“Laws”) applicable to the Company or by which any property
or asset of the Company is bound or affected.  The Company is not in violation of its charter, bylaws, or other organizational
documents.  The business of the Company is not being conducted in violation of any Law of any governmental entity, except
for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect.  Except for
filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will
be made by the Company in the required time thereunder, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or any
Transaction Document in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance with the
terms hereof.


 


(g)Intellectual
Property.  Other than inventions of the Company whose patent applications have yet to be filed, Schedule 3(g)
to this Agreement sets forth a complete and accurate listing of all of the Company’s patents and patent applications (“Patents”).
Except as set forth on Schedule 3(g), the Company owns valid title, free and clear of any Liens, or possesses the requisite
valid and current licenses or rights, free and clear of any Liens, to use the Patents, copyrights, trademarks, service marks, trade
names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
rights) and other intellectual property in connection with the conduct of its business as now operated, and to the best of the
Company’s knowledge, as presently contemplated to be operated in the future (collectively, the “Intellectual Property”).
Other than as set forth on Schedule 3(g) to this Agreement, none of the Intellectual Property is unenforceable or invalid;
none of the Company has received any notice of violation or conflict with (and none of the Company knows of any basis for violation
or conflict with) rights of others with respect to the Intellectual Property; there are no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others that allege any of the Company is infringing any patent, trade secret, trademark,
service mark, copyright or other intellectual property or proprietary right. Other than as set forth on Schedule 3(g) to
this Agreement, the Company’s current and intended products, services and processes do not violate or conflict with any intellectual
property or proprietary right of any third party, or any discovery, invention, product or process that is the subject of a patent
application filed by any third party; no officer, director or employee of the Company is in or has ever been in violation of any
term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership,
development use or transfer of the Intellectual Property or, to the Company’s knowledge, any other intellectual property.
The Company is not in breach of, and has complied in all material respects with all terms of, any license or other agreement relating
to the Intellectual Property. The Company is not subject to any non-competition or other similar restrictions or arrangements relating
to any business or service anywhere in the world. The Company has taken all necessary and appropriate steps to protect and preserve
the confidentiality of applicable Intellectual Property (“Confidential Information”). All use or disclosure
of Confidential Information owned by the Company by or to a third party has been pursuant to a written agreement between the Company
and such third party. All use or disclosure of Confidential Information not owned by the Company has been pursuant to the terms
of a written agreement between the Company and the owner of such Confidential Information, or is otherwise lawful. It will not
be necessary to use any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior
to their employment by the Company.  Each employee and consultant of the Company has assigned to the Company all intellectual
property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be
conducted. 


 



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(h)Patents. The pending patent
applications set forth in Schedule 3(h) (the “Pending Patents”) are being diligently prosecuted by the
Company and/or Subsidiaries. To the Company’s knowledge, there is no existing patent or published patent application that
would interfere, conflict with or otherwise adversely affect the validity, enforcement or scope of the Pending Patents if claims
of such Pending Patents were issued in substantially the same form as currently written. No security interests or other Liens have
been created with respect to the Pending Patents; and the Pending Patents have not been exclusively licensed to another entity
or Person. 


 


(i)Insurance. The Company and
each Subsidiary maintain insurance covering their respective properties as the Company reasonably deems adequate and as is customary
for companies engaged in similar businesses. Such insurance protects the Company and the Subsidiaries against losses and risks
to an extent which is necessary and reasonably adequate to protect the Company and each Subsidiary and their respective businesses
and includes, but is not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.
None of the Company nor any Subsidiary has reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.
There is no material insurance claim made by or against the Company or any Subsidiary pending, threatened or outstanding and no
facts or circumstances exist which would reasonably be expected to give rise to any such claim and all due premiums in respective
thereof have been paid.


 


(j)SEC Reports. The Company
has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by Law to file such material) (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 


(k)Termination of Contracts.
None of the Company or any Subsidiary has sent or received any communications regarding termination of, or intent not to renew,
any Material Agreement (as defined below) or any of the contracts or agreements referred to or described in the PPM, and no such
termination or non-renewal has been threatened by the Company or any Subsidiary or any other party to such contract or agreement.


 


(l) Management.  As
of the date of this Agreement, the Company’s Board of Directors and named executive officers consists of the individuals
identified in the SEC Reports. 


 


(m)Financial Statements. 
The Financial Statements included in the SEC Reports fairly present the financial condition and operating results of the Company
as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments.  Said financial
statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied
on a consistent basis throughout the periods involved. Except as set forth in the Financial Statements, the Company has no material
liabilities or obligations, contingent or otherwise, other than liabilities incurred in connection with the consummation of the
transactions contemplated under the Offering, an estimate of which is set forth on Schedule 3(m), and those incurred in the ordinary
course of business subsequent to June 30, 2015.  Since June 30, 2015, nothing has occurred which would have a Material
Adverse Effect.


 


(n)Financial Information and Projections.  Any
financial estimates and projections in the PPM have been prepared by management of the Company and are the most current financial
estimates and projections available by the Company.  Although the Company does not warrant that the results contained
in such projections will be achieved, to the best of the Company’s knowledge and belief, such projections are reasonable
estimations of future financial performance of the Company and its expected financial position, results of operations, and cash
flows for the projection period (subject to the uncertainty and approximation inherent in any projection).  At the time
they were made, all of the material assumptions upon which the projections are based were, to the best of the Company’s
knowledge and belief, reasonable and appropriate.  Nothing in this Section 3(n) is intended to modify or amend
in any way the representations and warranties of the Purchaser in Section 4.


 






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(o)Material Changes; Undisclosed
Events, Liabilities or Developments. None of the Company or its Subsidiaries has sustained, since the date of the latest audited
financial statements included in the PPM, any material loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree. Since
the respective dates as of which information is given in the PPM, (i) there has not been any change in the share capital of the
Company or any Subsidiary and none of the Company or any Subsidiary has declared any dividends or other distribution of cash or
property to shareholders and none the Company nor any Subsidiary has entered into any agreement to purchase, redeem or any other
agreement with respect to its capital stock, including the issuance of capital stock to the officers and directors of the Company
and any Subsidiary; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice; (iii) the Company has not altered its method
of accounting; and (iv) there has not been any material adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position, shareholders’ equity, results of operations
or prospects of the Company or any Subsidiary, take as a whole (a “Material Adverse Effect”). The Company does
not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is
reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior
to the date that this representation is made.


 


(p)Labor Relations. There are
no private, regulatory or governmental inquiry, action, suit, proceeding, litigation, claim, arbitration or investigation pending
before any Governmental Authority (as defined below) of competent jurisdiction (each, an “Action”) pending or,
to the knowledge of the Company, threatened involving the Company or any Subsidiary and any of their respective employees or former
employees (with respect to their status as an employee or former employee, as applicable) including any harassment, discrimination,
retaliatory act or similar claim. To the Company’s knowledge, since December 31, 2012, there has been: (i) no labor union
organizing or attempting to organize any employee of the Company or any of its Subsidiaries into one or more collective bargaining
units with respect to their employment with the Company or any of its Subsidiaries; and (ii) no labor dispute, strike, work slowdown,
work stoppage or lock out or other collective labor action by or with respect to any employees of the Company or any of its Subsidiaries
pending with respect to their employment with the Company or any of its Subsidiaries or threatened against the Company or any of
its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement
or other agreement with any labor organization applicable to the employees of the Company or any of its Subsidiaries and no such
agreement is currently being negotiated. The Company and its Subsidiaries (i) are in compliance in all material respects with all
applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages
and hours, including Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime
wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health,
family and medical leave, and employee terminations, and have not received written notice, or any other form of notice, that there
is any Action involving unfair labor practices against the Company or any of its Subsidiaries pending, (ii) are not liable for
any material arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) are not liable
for any material payment to any trust to any Governmental Authority, with respect to unemployment compensation benefits, Taxes,
social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments
to be made in the ordinary course of business and consistent with past practice). Except as would not result in any material liability
to the Company or any Subsidiary, there are no Actions pending or, to the knowledge of the Company, threatened against the Company
or any Subsidiary brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging
to be a current or former employee, or any Governmental Authority, relating to any such Law, or alleging breach of any express
or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious
conduct in connection with the employment relationship.


 



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(q)Neither the Company nor any Subsidiary
has any material obligation to provide retirement, healthcare, death or disability benefits to any of the present or past employees
of the Company or any Subsidiary or to any other Person.


 


(r)Compliance. None of the Company
or any Subsidiary is (i) in material breach of or in default under any Laws of the United States, or any other jurisdiction where
it was incorporated or operates, (ii) in breach of or in default under any approval, consent, waiver, authorization, exemption,
permission, endorsement or license granted by any court or governmental agency or body or any stock exchange authorities (each
a “Governmental Authority”) in the United States or any other jurisdiction in which it was incorporated or operates,
(iii) in violation of its constituent documents or (iv) in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound except, with respect to (i), (ii) or (iv), where any
default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(s)Licenses and Permits. Except
as set forth on Schedule 3(s), the Company and its Subsidiaries possess all certificates, authorizations, consents, approvals,
orders, licenses and permits issued by the appropriate federal, state, national and foreign regulatory authorities (collectively,
the “Material Permits”), including without limitation, the Department of Transportation ( “DOT”),
the Federal Aviation Administration ( “FAA”), the National Highway Traffic Safety Administration (“NHTSA”),
the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), the Environmental Protection Agency (
“EPA”), and any other state, federal, national and foreign agencies or bodies engaged in the regulation of vehicle
manufacturing, emissions and safety standards, necessary to conduct their respective businesses as they are currently being conducted
and as they are proposed to be conducted. All of such Material Permits are valid and in full force and effect, except where the
invalidity of such Permits or the failure to be in full force and effect, individually or in the aggregate, would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole. There is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or investigation that individually or in the aggregate would reasonably be expected to lead
to the revocation, modification, termination, suspension or any other impairment of the rights of the holder of any such Material
Permit which revocation, modification, termination, suspension or other impairment would have a material adverse effect on the
Company and its subsidiaries, taken as a whole. Such Material Permits contain no material restrictions or conditions not described
in the PPM. None of the Company or any Subsidiary has a reasonable basis to believe that any regulatory body is considering modifying,
suspending or revoking any such Material Permit and each of the Company and each Subsidiary is in compliance with the provisions
of all such Material Permits.


 


(t)Regulatory Matters. Except
as described in the PPM, the Company and each of its subsidiaries: (A) are and at all times have been in material compliance with
all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, assembly, use, distribution,
marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product sold, under development,
manufactured or distributed by the Company or any subsidiary (“Applicable Regulatory Laws”); (B) have not received
any notice of adverse finding, warning letter, or other correspondence or written notice from DOT, FAA, NHTSA, PHMSA, EPA or any
other federal, state, local, national or foreign governmental or regulatory authority alleging or asserting material noncompliance
with any Applicable Regulatory Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements
or amendments thereto required by any such Applicable Regulatory Laws (“Authorizations”); (C) possess all material
Authorizations and such Authorizations are valid and in full force and effect and neither the Company nor any subsidiary is in
material violation of any term of any such Authorizations; (D) have not received written notice of any proceeding, hearing, enforcement,
investigation, arbitration or other action from DOT, FAA, NHTSA, PHMSA, EPA or any other federal, state, local, national or foreign
governmental or regulatory authority or third party alleging that any product, operation or activity is in material violation of
any Applicable Regulatory Laws or Authorizations and has no knowledge that DOT, FAA, NHTSA, PHMSA, EPA or any other federal, state,
local, national or foreign governmental or regulatory authority or third party is considering any such proceeding, hearing, enforcement,
investigation, arbitration or other action; (E) have not received written notice that DOT, FAA, NHTSA, PHMSA, EPA or any other
federal, state, local, national or foreign governmental or regulatory authority has taken, is taking or intends to take action
to limit, suspend, modify or revoke any material Authorizations and has no knowledge that DOT, FAA, NHTSA, PHMSA, EPA or any other
federal, state, local, national or foreign governmental or regulatory authority is considering such action; and (F) have filed,
obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments as required by any Applicable Regulatory Laws or Authorizations except where the failure to file such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments would not result in a material adverse
effect on the Company and its subsidiaries, taken as a whole, and that all such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected
or supplemented by a subsequent submission).


 



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(u)Tax Matters.  The
Company has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by
any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books
provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply.  All such tax returns and reports filed on behalf of the Company were complete and correct and
were prepared in good faith without willful misrepresentation.  There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.  The
Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign,
federal, state or local tax.  The Company has not received notice that any of its tax returns is presently being audited
by any taxing authority.


 


(v)Certain Transactions.  Except
as set forth on Schedule 3(v) to this Agreement, none of the officers or directors of the Company or any Subsidiary and
none of the employees or consultants of the Company or any Subsidiary (including his/her spouse, infant children, any company or
undertaking in which he/she holds a controlling interest) is presently a party to any transaction with the Company or any Subsidiary
(other than for services as employees, consultants, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for
the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee,
consultant or any entity in which any officer, director, or any such employee or consultant has a substantial interest or is an
officer, director, trustee, stockholder, member or partner other than for (i) payment of salary or consulting fees for services
rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock
option under any stock option plan of the Company. Except as set forth on Schedule 3(v), there are no material relationships
or transactions between the Company and/or a Subsidiary on the one hand and the Company’s affiliates, officers and directors
or their shareholders, customers or suppliers on the other hand which, although required to be disclosed, are not disclosed in
the PPM.


 


(w)Material Agreements.  Except
as disclosed on Schedule 3(w) to this Agreement (each contract, agreement, commitment or understanding disclosed on Schedule
3(w) being hereinafter referred to as a “Material Agreement”) or as contemplated by this Agreement or any
Transaction Document, there are no agreements, understandings, commitments, instruments, contracts, employment agreements, proposed
transactions or judgments to which the Company is a party or by which it is bound which may involve obligations (contingent or
otherwise), or a related series of obligations (contingent or otherwise), of or to, or payments, or a related series of payments,
by or to the Company in excess of $250,000 in any one year.  All Material Agreements are in full force and effect and
constitute legal, valid and binding obligations of the Company, and to the Company’s knowledge, the other parties thereto,
and are enforceable in accordance with their respective terms.  Neither the Company nor any person is in default under
the terms of any Material Agreement, and no circumstance exists that would, with the giving of notice or the passage of time, constitute
a default under any Material Agreement.


 


(x)Title to Assets.  The
Company has good and marketable title to all real and personal property owned by it that is material to the business of the Company,
in each case free and clear of all liens and encumbrances, except those, if any, included on Schedule 3(x) or incurred in
the ordinary course of business consistent with past practice.  Any real property and facilities held under lease by
the Company are held by it under valid, subsisting and enforceable leases (subject to laws of general application relating to bankruptcy,
insolvency, reorganization, or other similar laws affecting creditors’ rights generally and other equitable remedies) with
which the Company is in compliance in all material respects.


 






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(y)Subsidiaries; Joint Ventures.  Except
for the subsidiaries described in Schedule 3(a), the Company has no subsidiaries and (i) does not otherwise own or control, directly
or indirectly, any other Person and (ii) does not hold equity interests, directly or indirectly, in any other Person.  
The Company is not a participant in any joint venture, partnership, or similar arrangement material to its business.  ”Person”
means an individual, entity, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated
organization, and any government, governmental department or agency or political subdivision thereof.


 


(z)Sarbanes-Oxley; Internal Accounting
Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof and as of the applicable Closing Date. Except as otherwise disclosed in the
SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The
Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and
the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is
reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries. Neither
the Company’s Board of Directors nor its internal auditors have recommended that the Company review or investigate, (i) adding
to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s
material accounting policies; (ii) any matter which could result in a restatement of the Company’s financial statements for
any annual or interim period during the current or prior three fiscal years; or (iii) any significant deficiency, material weakness,
change in internal controls or fraud involving management or other employees who have a significant role in internal controls.


 


(aa)Disclosure. The Company
understands and confirms that the Purchaser will rely on the representations and warranties contained herein in effecting transactions
in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the PPM and the disclosure
schedules to this Agreement, taken as a whole, is true and correct and does not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date
of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.


 



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(bb)Solvency. Based on the consolidated
financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the
proceeds from the sale of the Securities hereunder representing the Minimum Amount, the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date. Schedule 3(bb)
sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which
the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same
are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present
value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the
Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(cc)The Company and each Subsidiary
and their respective properties, assets and operations are in compliance in all material respects with and hold all permits, authorizations
and approvals required under Environmental Laws (as defined below). There are no past, present or reasonably anticipated future
events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give
rise to any material costs or liabilities to the Company or any Subsidiary under, or to interfere with or prevent compliance by
any of the Company or a Subsidiary with, Environmental Laws. None of the Company or any Subsidiary (i) is the subject of any investigation,
(ii) has received any notice or claim, (iii) is a party to or affected by any pending or threatened action, suit, investigation
or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any
alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of
any Hazardous Materials (as defined below), except where (i), (ii), (iii) and (iv) would not, individually or in the aggregate,
have a Material Adverse Effect. As used herein, “Environmental Law” means any national, provincial, municipal
or other local or foreign law, statute, ordinance, rule, regulation, order, notice, directive, decree, judgment, injunction, permit,
license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration
of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage,
disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials”
means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated
by or may give rise to liability under any Environmental Law.


 


(dd)None of the Company nor any Subsidiary
has entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect
to a merger or consolidation or a material acquisition or disposition of assets, technologies, business units or businesses.


 


(ee)Each “forward-looking statement”
(within the meaning of Section 27A of the Act or Section 21E of the Exchange Act) contained in the SEC Reports and the PPM has
been made or reaffirmed with a reasonable basis and in good faith.


 


(ff)Office of Foreign Assets Control.
Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate
of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Treasury Department (“OFAC”).


 


(gg)U.S. Real Property Holding Corporation.
The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal
Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.


 


(hh)Bank Holding Company Act.
Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the
“BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more
of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any
entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA
and to regulation by the Federal Reserve.


 



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(ii)Money Laundering. The operations
of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering
statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no
action, suit, investigation or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,
threatened.


 


(jj)Investment Company. The
Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be or be an affiliate
of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall
conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.


 


(kk)Registration Rights. Except
as set forth on Schedule 3(kk), there are no contracts, agreements or understandings between the Company and any Person
granting such Person the right to require the Company to file a registration statement under the Securities Act with respect to
any securities of the Company owned or to be owned by such Person or to require the Company to include such securities in the securities
registered pursuant to a registration statement or in any securities being registered pursuant to any other registration statement
filed by the Company under the Securities Act.


 


(ll)No General Solicitation.
Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted
any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with respect
to any securities offered in the Offering.


 


(mm)No Integrated Offering.  Neither
the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers
or sales in any security or solicited any offers to buy any security under circumstances that would require registration under
the Securities Act of the issuance of the Securities.  The issuance of the Securities will not be integrated (as defined
in Rule 502 of the Securities Act) with any other issuance of the Company’s securities (past, current or future) that would
require registration under the Securities Act of the issuance of the Securities.  


 


(nn)No Brokers.  The
Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar
payments relating to this Agreement or the transactions contemplated hereby, other than to the Placement Agent, whose fee is described
in Section 2(e).


 


(oo)Offering.  Subject
to the accuracy of the Purchaser’s representations and warranties in Section 4 of this Agreement, and the accuracy
of the other Purchasers’ representations and warranties in their respective Securities Purchase Agreements, the offer, sale
and issuance of the Securities in the Offering, constitute transactions exempt from the registration requirements of Section 5
of the Securities Act and from the registration or qualification requirements of applicable state securities laws, and neither
the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.


 


(pp)           Risks
Related to the Company and the Offering.  An investment in the Securities involves a high degree of risk and uncertainty.  The
PPM includes information about the material risks faced by the Company, however, they may not be the only risks.  Additional
unknown risks or risks that the Company currently considers to be immaterial may also impair the Company’s business operations.  If
any of the events or circumstances described in the PPM actually occurs, the Company’s business, financial condition or
results of operations could suffer.


 






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4.Purchaser
Acknowledgements and Representations.  In connection with the purchase of the Securities, Purchaser represents and
warrants as of the Closing Date applicable to the Purchaser and/or acknowledges, to the Company, the following:


 


(a)Acceptance.  The
Company may accept or reject this Agreement and the number of Securities subscribed for hereunder, in whole or in part, in its
sole and absolute discretion.  The Company has no obligation to issue any of the Securities to any person who is a resident
of a jurisdiction in which the issuance of the Securities would constitute a violation of federal or state securities laws.


 


(b)Irrevocability.  This
Agreement is and shall be irrevocable, except that the Purchaser shall have no obligations hereunder to the extent that this Agreement
is rejected by the Company.


 


(c)Binding.  This
Agreement and the rights, powers and duties set forth herein shall be binding upon the Purchaser, the Purchaser’s heirs,
estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.


 


(d)No
Governmental Review.  No federal or state agency has made any finding or determination as to the fairness of the
Offering for investment, or any recommendation or endorsement of the Securities.


 


(e)No
Voting Rights.  Unless and until the Warrant is exercised and the Common Stock issued, the Purchaser is not entitled
to voting rights for the shares of Common Stock underlying such Warrants.  


 


(f)Professional
Advice; Investment Experience.  The Company has made available to the Purchaser, or to the Purchaser’s attorney,
accountant or representative, all documents that the Purchaser has requested, and the Purchaser has requested all documents and
other information that the Purchaser has deemed necessary to consider respecting an investment in the Company.  The Company
has provided answers to all questions concerning the Offering and an investment in the Company.  The Purchaser has carefully
considered and has, to the extent the Purchaser believes necessary, discussed with the Purchaser’s professional technical,
legal, tax and financial advisers and his/her/its representative (if any) the suitability of an investment in the Company for the
Purchaser’s particular tax and financial situation.  All information the Purchaser has provided to the Company
concerning the Purchaser and the Purchaser’s financial position is, to Purchaser’s knowledge, correct and complete
as of the date set forth below, and if there should be any material adverse change in such information prior to the acceptance
of this Agreement by the Company, the Purchaser will immediately provide such information to the Company.  The Purchaser
has such knowledge, skill, and experience in technical, business, financial, and investment matters so that he/she/it is capable
of evaluating the merits and risks of an investment in the Securities.  To the extent necessary, the Purchaser has retained,
at his/her/its own expense, and relied upon, appropriate professional advice regarding the technical, investment, tax, and legal
merits and consequences of this Agreement and owning the Securities.  The Purchaser acknowledges and understands that
the proceeds from the sale of the Securities will be used as described in Section 5(b).


 


(g)Brokers
and Finders; Placement Agent Services.  Section 2(e) includes information regarding the compensation to be paid to
the Placement Agent for various services rendered or to be rendered to the Company.


 


(h)Investment
Purpose.  Purchaser is purchasing the Securities for investment for his, her or its own account only and not with
a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act in
violation of such act.  Purchaser further represents that he/she/it does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Securities.  If the Purchaser is an entity, the Purchaser represents that it has not been formed
for the specific purpose of acquiring the Securities.  Purchaser acknowledges that an investment in the Securities is
a high-risk, speculative investment.


 



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(i)Reliance
on Exemptions.  Purchaser understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Purchaser set forth herein and in Exhibit A in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire the Securities.


 


(j)Restricted
Securities.  Purchaser understands that the Securities are “restricted securities” under applicable Securities
Laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the Securities
and Exchange Commission (the “Commission”) and qualified by state authorities, or an exemption from such registration
and qualification requirements is available.  Purchaser acknowledges that the Company has no obligation to register or
qualify the Securities or Common Stock underlying the Securities for resale.  


 


(k)Professional
Advice.  The Company has not received from its legal counsel, accountants or professional advisors any independent
valuation of the Company or any of its equity securities, or any opinion as to the fairness of the terms of the Offering or the
adequacy of disclosure of materials pertaining to the Company or the Offering.


 


(l)Risk
of Loss.  The Purchaser has adequate net worth and means of providing for his/her/its current needs and personal
contingencies to sustain a complete loss of the investment in the Securities at the time of investment, and the Purchaser has no
need for liquidity in the investment in the Securities.  The Purchaser understands that an investment in the Securities
is highly risky and that he/she/it could suffer a complete loss of his/her/its investment.


 


(m)Information.  The
Purchaser understands that any plans, estimates and projections, provided by or on behalf of the Company, involve significant elements
of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such plans, projections
or goals will be attained; and that any such plans, projections and estimates should not be relied upon as a promise of the future
performance of the Company.  The Purchaser acknowledges that neither the Company, the Placement Agent nor anyone acting
on the Company’s behalf makes any warranty, express or implied, as to the accuracy or correctness of any such plans, estimates
and projections, and there are no assurances that such plans, estimates and projections will be achieved.  The Purchaser
understands that the Company’s technology and products are new, and not all of the technology and/or products may be tested
and commercialized, and that there is no guarantee that the technology and products will be commercially successful.  The
Purchaser understands that all of the risks associated with the technology are not now known.  Before investing in the
Offering, the Purchaser has been given the opportunity to ask questions of the Company about the technology and the Company’s
business and the Purchaser has received answers to those questions.


 


(n)Authorization;
Enforcement.  Each Transaction Document to which a Purchaser is a party: (i) has been duly and validly authorized,
(ii) has been duly executed and delivered on behalf of the Purchaser, and (iii) will constitute, upon execution and delivery by
the Purchaser thereof and the Company, the valid and binding agreements of the Purchaser enforceable in accordance with their terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or
legal remedies.


 


(o)Residency.  If
the Purchaser is an individual, then Purchaser resides in the state or province identified in the address of such Purchaser set
forth in the Purchaser Questionnaire; if the Purchaser is a partnership, corporation, limited liability company or other entity,
then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses
of the Purchaser set forth in the Purchaser Questionnaire.


 



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(p)Communication
of Offer. The Purchaser was contacted by either the Company or the Placement Agent with respect to a potential investment in
the Securities.  The Purchaser is not purchasing the Securities as a result of any “general solicitation”
or “general advertising,” as such terms are defined in Regulation D of the Securities Act, which includes, but is not
limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine
or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other
general solicitation or general advertisement.


 


(q)No
Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the
Purchaser (if the Purchaser is an entity), (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser.


 


(r)Organization.  If
the Purchaser is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated
by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  If the
Purchaser is an entity, the execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate or, if the Purchaser is not a corporation, such partnership, limited liability
company or other applicable like action, on the part of the Purchaser.


 


(s)PPM.
The Purchaser has received a copy of the PPM, has had an opportunity to review and evaluate the disclosure in the PPM, and does
not have any questions or requests for additional information.


 


(t)No Other Representations.  Other
than the representations and warranties contained in the Transaction Documents, the Purchaser has not received and is not relying
on any representation, warranties or assurances as to the Company, its business or its prospects from the Company or any other
person or entity.


 


5. Covenants.


 


(a)In
addition to the other agreements and covenants set forth herein, as long as a Note is outstanding, without the written consent
of the holders of an aggregate majority of the principal amount of the Notes then outstanding,
the Company will not, and will not permit any of its subsidiaries to, directly or indirectly, undertake the following:


 


(i)enter into an agreement
to issue, or issue, any debt, equity or other securities of the Company that is pari passu or senior to the Notes, or modify to
the same effect any of the foregoing which may be outstanding, except for customary trade financing, mortgages, leases, or other
commercial financing activities or any stock option or incentive compensation plans;


 


(ii)increase
or decrease the authorized number of shares of the Company’s capital stock, except in
connection with a reverse split required for the Listing;


 


(iii)take any action that
results in the distribution of a dividend or the repurchase or redemption of any shares of capital stock (other than pursuant to
equity incentive agreements with service providers giving the Company the right to repurchase shares at the lower of cost or fair
market value upon the termination of services);


 


(iii)amend any provision
of the Company’s Certificate of Incorporation or bylaws, except in connection with a reverse split required for the Listing;


 






    -17-


     

    

 


(iv)take any action that
results in a security interest being placed on all or substantially all of the Company’s assets or intellectual property;


 


(v)establish or invest in
any subsidiary or joint venture;


 


(vi)enter into any material
new line of business or material change to the Company’s existing line of business;


 


(vii)exclusively license
any of the Company’s intellectual property or enter into an exclusive distribution or ’


 


(viii)replace the Company’s
Chief Executive Officer or other senior executive officers;


 


(ix)sell, transfer, pledge,
dispose of or license any of the intellectual property rights of the Company or other Company assets, other than in the ordinary
course of the Company’s business;


 


(x)acquire any business (whether
by stock or asset purchase, merger, consolidation or otherwise) or enter into any transaction that results in a merger, sale of
assets or other corporate reorganization or acquisition;


 


(xi)engage in any transactions
with affiliates (for purposes of this subparagraph (xv), the term “affiliates” refers to the officers, directors and
holders of 10% or more of the Company’s common stock);


 


(xii)liquidate, enter into
bankruptcy, dissolve or wind-up its business and affairs; or


 


(xiii)enter into any Equity
Line of Credit or similar agreement, or any issuance or agreement to issue any floating or Variable Rate Securities (as defined
below) or any of the foregoing or equity with price reset rights.  For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company
has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed
price or price formula, and “Variable Rate Securities” shall include: (A) any debt or equity securities which
are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or with
a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial
issuance of such debt or equity security, and (B) any amortizing convertible security which amortizes prior to its maturity date,
where the Company is required or has the option to (or any investor in such transaction has the option to require the Company to)
make such amortization payments in shares of Common Stock.


 


(b)Until the later of (i) the repayment
of the Notes in full, and (ii) the exercise of all Warrants on or prior to their expiration, the Company covenants to maintain
the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to Section 13 or 15(d) the Exchange Act with the Commission even if the Company is not then subject to the reporting
requirements of Section 13 or 15(d) the Exchange Act. If at any time Rule 144 (as defined below) is not available to cover the
Shares or shares of Common Stock underlying any Warrants due to the failure of the Company to be currently reporting under the
Securities Exchange Act of 1934 (“Public Information Failure”), then the Company shall pay in cash by wire transfer
of immediately available funds an amount per month equal to 1% of the aggregate VWAP of the Shares or shares of Common Stock underlying
any Warrants which are not able to be delivered without legend because of such Public Information Failure to the holder thereof
until such shares are able to be delivered without legend (to be pro-rated for any periods which are less than one month). As used
herein, “Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be
amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the
Purchasers to sell securities of the Company to the public without registration, and “VWAP” “”means,
for any date, the price determined by the first of the following clauses that applies: (a) the daily volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on a national securities exchange, (b) if the Common Stock is
not then listed or quoted for trading on a national securities exchange, the OTC Bulletin Board, OTCQB or such other quotation
system or association, (c) and if prices for the Common Stock are not then reported in or by any of the foregoing, in the “Pink
Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 



    -18-


     

    




 


(c)In addition to the other agreements
and covenants set forth herein, the Company agrees to the following:


 


(i)As long as any Notes
remain outstanding, the Purchasers, voting exclusively and as a separate class, shall be entitled to elect one (1) director of
the Company (the “Designated Director”). If the Purchasers fail to elect a director, voting exclusively and as a separate
class, then such directorship shall remain vacant until such time as the Purchasers elect a person to fill such directorship by
vote or written consent in lieu of a meeting; and no such directorship may be filled by securityholders of the Company other than
by the Purchasers, voting exclusively and as a separate class. Following the extinguishment or conversion of all of outstanding
Notes, the Designated Director shall serve on the Company’s Board of Directors until the Company’s next annual meeting
of shareholders, at which he will be eligible for re-election by all of the Company’s holders of Common Stock, voting as
a single class, and shall thereafter continue to serve as a director of the Company until he is duly re-elected or his successor
is duly appointed thereto.


 


(ii)The Company will use
the net proceeds from the Offering as set forth in the PPM.


 


(iii)In addition to the
shares of Common Stock that will be locked up in accordance with Section 6 below, the shares of Common Stock or securities convertible
into or exercisable for shares of Common Stock which are held by all officers, directors and employees of the Company will be locked
up until 6 months following the Final Closing Date.


 


6.           Restrictive
Legends and Stop-Transfer Orders.


 


(a)          Legends.  The
certificate or certificates representing each of the Securities shall bear a legend substantially to the following effect (as well
as any legends required by applicable state corporate law or federal or state securities laws):


 


	(i)	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


	(ii)  	THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SECURITY HOLDER DATED OCTOBER 12, 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


	(iii)  	Any legend required to be placed thereon by any appropriate securities commission or commissioner.


 






    -19-


     

    

 


(b)Stop-Transfer Notices.  The
Purchaser agrees that, to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.


 


(c)The Company, shall pay, on behalf
of any Purchaser requesting the transfer or resale of Securities pursuant to Section 6(a)(i), a sum sufficient to cover any expenses
or fees that may be imposed in connection with the processing of such transfer, including but not limited to legal fees incurred
in connection with the issuance of an opinion of counsel, together with reimbursement of all reasonable expenses of the Purchaser
incidental thereto.


  


7.           Conditions
to Closing.


 


(a)Conditions to the Company’s
Obligation to Sell.  The obligation of the Company hereunder to issue and sell Securities to the Purchaser is subject
to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


(i)The Purchaser shall
have complied with Sections 2(a) and (b);


 


(ii)The representations
and warranties of the Purchaser shall be true and correct in all material respects; and


 


(iii)No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(b)Conditions to Each Purchaser’s
Obligation to Purchase.  The obligation of the Purchaser hereunder to purchase the Securities is subject to the satisfaction,
at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s
sole benefit and may be waived by the Purchaser at any time in his/her/its sole discretion:


 


(i)The Company shall have
complied with Section 2(d);


 


(ii)The representations
and warranties of the Company shall be true and correct as of the applicable Closing Date, and the Company shall have performed,
satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the applicable Closing Date.  The Purchaser shall have received a certificate or certificates,
executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as
to such other matters as may be reasonably requested by the Purchaser, including, but not limited to, certificates with respect
to the Company’s charter, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby;


 


(iii)No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement;


 


(iv)No event shall have
occurred which would reasonably be expected to have a Material Adverse Effect;


 






    -20-


     

    

 


(v)The Company shall have
caused its legal counsel, Fleming PLLC, to deliver a legal opinion addressed to the Purchasers and to the Placement Agent with
respect to the corporate and securities matters set forth on Exhibit E attached hereto, and its intellectual property counsel,
Wood Herron & Evans LLC, to deliver legal opinions addressed to the Purchasers and to the Placement Agent with respect to the
intellectual property matters set forth on Exhibit F attached hereto; and


 


(vi)The Company shall have
provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement
Agent.


 


8.           Miscellaneous.


 


(a)Governing Law.  This
Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts
of law.


 


(b)Entire Agreement; Enforcement
of Rights.  This Agreement and the PPM, together with the exhibits and schedules attached hereto, set forth the entire
agreement and understanding of the parties relating to the subject matter herein and supersedes any and all prior agreements or
discussions between them, including any term sheet, letter of intent or other document executed by the parties prior to the date
hereof relating to such subject matter.  No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties to this Agreement; provided, however, that the
Purchaser acknowledges and agrees that the Placement Agent may, in its sole discretion acting by prior written consent on behalf
of Purchaser, waive any covenant of the Company described in Section 5.  The failure by either party to enforce
any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


(c)Severability.  If
one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith.  If the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(d)Construction.  This
Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)Notices.  Any notice
required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally (including
two business days after deposit with a reputable overnight courier service, properly addressed to the party to receive the same)
or sent by fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party’s address or fax number as set forth herein or as subsequently modified by written
notice.


 


(f)Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 



    -21-


     

    

 





(g)Successors and Assigns.  The
rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.  The
covenants and obligations of the Company hereunder shall inure to the benefit of, and be enforceable by the Purchaser against the
Company, its successors and assigns, including any entity into which the Company is merged.  The rights and obligations
of Purchasers under this Agreement may only be assigned with the prior written consent of the Company.


 


(h)Third Party Beneficiary.  This
Agreement is intended for the benefit of the undersigned parties and their respective permitted successors and assigns, and the
Placement Agent, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(i)Further Assurances.  Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)Expenses.  The
Company shall pay all costs and expenses incurred by the Company and the Placement Agent with respect to the negotiation, execution,
delivery and performance of the Agreement, in accordance with the Placement Agency Agreement dated October 12, 2015 entered into
between the Company and the Placement Agent.


 


(k)Survival.  The
representations, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby.  All
statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant
hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and obligations
of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected
by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of
their representatives.


 


(l)Attorneys’ Fees.  In
the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce
any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees,
costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation,
such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses
of appeals.


 


 (m)Remedies.  All
remedies afforded to any party by law or contract, shall be cumulative and not alternative and are in addition to all other rights
and remedies a party may have, including any right to equitable relief and any right to sue for damages as a result of a breach
of this Agreement.  Without limiting the foregoing, no exercise of a remedy shall be deemed an election excluding any
other remedy.


 


(n)Consent of Spouse.  If
the Purchaser is married on the date of this Agreement, such Purchaser’s spouse shall execute and deliver to the Company
the Spousal Consent in the form attached as Exhibit B hereto, effective on the date hereof.  Notwithstanding the
execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Purchaser’s
Securities that do not otherwise exist by operation of law or the agreement of the parties.  If any Purchaser should
marry or remarry subsequent to the date of this Agreement, such Purchaser shall within 30 days thereafter obtain his/her new spouse’s
acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such
spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and
agreeing and consenting to the same.


 


 


 


[Remainder of Page Intentionally Left
Blank] 


 


 



    -22-


     

    

 





The Purchaser, by his or her signature below, or by
that of its authorized representative, confirms that the Purchaser has carefully reviewed and understands, and voluntarily enters
into, this Agreement.


 


IN WITNESS WHEREOF, the Purchaser has executed this Agreement
as of _______________, 2015.


 


 


	
        PURCHASER (if individual):

         

         

         

        Signature

         

         

        Name (type or print)
	
        PURCHASER (if entity):

         

         

         

        Name of Entity

         

        By:                                                           

         

	
         

         

        Signature of Co-Signer (if any)

         

         

        Name of Co-Signer (type or print)
	
         

         

        Name:                                                           

         

         

        Its:                                                           



 


 


AGREED AND ACCEPTED as of ________________, 2015.


 


 


WORKHORSE GROUP INC.


 


 


By: ___________________________________


      Stephen
Burns

Chief Executive Officer 


 


Subscription Amount (as accepted by the Company):


 


 


$________________________


 


 


 


 






    -23-


     

    




 


 





 


EXHIBIT A


 


PURCHASER QUESTIONNAIRE


 


 


 


 


[see attached]


 






    -24-


     

    

 





EXHIBIT B


 


SPOUSAL CONSENT


 


I, ________________________________, spouse of ________________________,
have read and hereby approve the foregoing Agreement.  In consideration of the Company’s grant to my spouse of
the right to purchase the Securities as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and
further agree that any community property or similar interest that I may have in the Securities shall be similarly bound by the
Agreement.  I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.


 


 


 


Signature


 


Spouse of ___________________________


 


OR


 


I hereby represent and warrant that I am unmarried as of
the date of this Agreement.


 


 


 


Signature ___________________________


 






    -25-


     

    

 





EXHIBIT C


 


 


FORM OF NOTE


 


 


 


 


 


[see attached]


 






    -26-


     

    

 





EXHIBIT D


 


 


FORM OF WARRANT


 


 


 


 


 


[see attached]


 


 


 


 



    -27-


     

    

 


EXHIBIT E


 


 


FORM OF LEGAL OPINION WITH RESPECT
TO 


COROPORATE AND SECURITIES MATTERS


 


 


 


 


[see attached]


 


 


 


 



    -28-


     

    

 





EXHIBIT F


 


 


FORM OF LEGAL OPINION WITH RESPECT
TO 


INTELLECTUAL PROPERTY MATTERS


 


 


 


 


[see attached]


 


 





-29-