Exhibit 10.1


 


AMENDMENT AGREEMENT


 


This AMENDMENT AGREEMENT
(the “Amendment”), dated as of June 28, 2018, is made by and between Workhorse Group Inc., a Nevada corporation,
(the “Company”), and the investor listed on the signature page attached hereto (the “Holder”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Senior Secured
Note (as defined below), as applicable.


 


RECITALS


 


A. Reference is
made to that certain Senior Secured Note issued by the Company on December 27, 2017 to the Holder (as amended from time to
time prior to the date hereof, the “Senior Secured Note”);


 


B.  The
Company and the Holder desire to amend the Senior Secured Note as set forth herein; and


 


C. In compliance
with Section 12 of the Senior Secured Note, this Amendment shall only be effective upon consent of the Holder and the
Company.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE I


NOTES


 


1. Amendment
to Maturity Date. The penultimate sentence of Section 1 of the Senior Secured Note shall be amended and restated as
follows: “The “Maturity Date” shall be July 6, 2018.”


 


ARTICLE II

MISCELLANEOUS


 


2. Effect of
this Amendment. This Amendment shall form a part of the Senior Secured Note for all purposes. This Amendment shall only
be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. From and after
such effectiveness, any reference to the Senior Secured Notes shall be deemed to be a reference to the Senior Secured Notes,
as amended hereby. Except as specifically amended as set forth herein, each term and condition of the Senior Secured Notes
shall continue in full force and effect.


 


3. Entire
Agreement. This Amendment, together with the Senior Secured Notes, as amended to date, contains the entire agreement of
the parties with respect to the matters contemplated hereby and thereby, and supersedes any prior or contemporaneous written
or oral agreements between them concerning the subject matter of this Amendment.


 


4. Governing
Law. This Amendment shall be governed by the internal law of the State of New York.


 


5. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same document. This Amendment may be executed by fax
or electronic mail, in PDF format, and no party hereto may contest this Amendment’s validity solely because a signature
was faxed or otherwise sent electronically.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the Holder and the Company have caused their respective signature pages to this Amendment to be duly executed as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	WORKHORSE GROUP INC.
	 	 	 
	 	By:	

	 	 	Name:	Stephen S. Burns
	 	 	Title:  	CEO


 


Signature
Page to Amendment Agreement—June 2018


 




     


     


    

 


IN WITNESS WHEREOF,
the Holder and the Company have caused their respective signature pages to this Amendment to be duly executed as of the date first
written above.


 


	 	HOLDER:
	 	 	 
	 	[                     ]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature
Page to Amendment Agreement—June 2018