Exhibit 4.2


 





THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS;
AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.


 


WORKHORSE GROUP INC.


 


PROMISSORY NOTE


 





	$[*] 	Loveland, Ohio



 Date: July 5, 2018





 


Workhorse Group Inc.,
a Nevada corporation (the “Maker”), for value received, hereby promises to pay to [*] or registered assigns (the “Holder”),
the principal sum of [*]00/XX ($[*],000) Dollars in such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts. Maker further promises to pay interest on the unpaid principal
balance hereof at the rate of twelve percent (12%) per annum. Principal and interest on the outstanding balance shall be paid
on or prior to January 5, 2019 (the “Maturity Date”). Interest shall be calculated on the basis of a 360 day year
and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State
of Ohio. In the event that the Maker raises in excess of Ten Million ($10,000,000) dollars in equity or debt financing, then the
Maker will use part of its proceeds to pay off this Note; provided, however, in no circumstances may this Note be paid off on
or prior to the ninety-first (91st) day following the maturity date of the Senior Secured Notes issued by the Maker
on December 27, 2017 in the principal aggregate amount of $5,750,000 (the “Senior Secured Note Covenant”).


 


Subject to the Senior
Secured Note Covenant, this Note can be prepaid in whole or in part at any time without the consent of the Holder provided that
Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment.


 


Subject to the Senior Secured Note Covenant,
the entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable
upon the occurrence of any of the following (each, an “Event of Default”):


 


a.  Application for,
or consent to, the appointment of a receiver, trustee or liquidator for Maker or of its property;


 


b.  Admission in writing
of the Maker’s inability to pay its debts as they mature;


 


c.  General assignment
by the Maker for the benefit of creditors;


 



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d.  Filing by the Maker
of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors; or


 


e.  Entering against
the Maker of a court order approving a petition filed against it under the federal bankruptcy laws, which order shall not have
been vacated or set aside or otherwise terminated within 60 days.


 


f.   Default
in the payment of the principal or accrued interest on this Note, when and as the same shall become due and payable, whether by
acceleration or otherwise;


 


g.  Default
in any covenant or obligation of Maker in favor of Holder arising pursuant to the agreement between Maker and Holder dated as
of the date of this Note.


 


All rights and remedies
available to the Holder pursuant to the provisions of applicable law and otherwise are cumulative, not exclusive and enforceable
alternatively, successively and/or concurrently after default by Maker pursuant to the provisions of this Note.


 


The Maker waives demand,
presentment, protest and notice of any kind and consents to the extension of time of payments, the release, surrender or substitution
of any and all security or guarantees for the obligations evidenced hereby or other indulgence with respect to this Note, all
without notice.


 


This Note may not be
changed, modified or terminated orally, but only by an agreement in writing, signed by the party to be charged.


 


In the event of any
litigation with respect to the obligations evidenced by this Note, the Maker waives the right to a trial by jury and all rights
of set-off and rights to interpose permissive counterclaims and cross-claims. This Note shall be governed by and construed in
accordance with the laws of the State of Ohio and shall be binding upon the successors, endorsees or assigns of the Maker and
inure to the benefit of the Holder, its successors, endorsees and assigns.


 


The
Maker hereby irrevocably consents to the jurisdiction of the courts of Hamilton County, in the State of Ohio and the United States
District Court for the Southern District of Ohio in connection with any action or proceeding arising out of or relating to this
Note. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby. 


 





	 	WORKHORSE GROUP INC.
	 	 	 
	 	By:	 	 	 
	 	Name:    Paul Gaitan
	 	Title: Chief Financial Officer


  







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