Exhibit 10.1


 


WARRANT
EXERCISE AGREEMENT


 


This
Warrant Exercise Agreement (this “Agreement”), dated as of ______ __, 2016, is by and among Workhorse Group
Inc., a Nevada corporation (the “Company”), and the undersigned holder of a Stock Purchase Warrant (the “Warrant”)
issued by the Company on the date set forth on the signature page (the “Holder”).


 


WHEREAS,
the Company, through Maxim Group LLC (the “Agent”), a registered broker dealer, is offering certain warrant
holders the ability to exercise its Stock Purchase Warrants and, in consideration of such holders exercising a minimum of one-third
of their Warrants, the Company will grant such holders certain registration rights set forth herein (the “Warrant Offer”);


 


WHEREAS,
the Warrant Offer shall be open from November 14, 2016 through December 5, 2016 (the “Termination Date”), subject
to an extension of up to 21 days at the mutual election of the Company and the Agent;


 


WHEREAS,
the Holder agrees to immediately exercise the Warrant with respect to the number of Exercised Shares as defined on the signature
page below, pursuant to the terms set forth therein, and in consideration of the Holder exercising at minimum one-third of such
Warrant held, the Company shall agree to provide the registration rights set forth herein to the Holder;


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Holder and the Company agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Section
1.1         Definitions. Capitalized terms not defined in this Agreement shall
have the meanings ascribed to such terms in the Securities Purchase Agreement (the “Purchase Agreement”) pursuant
to which the Warrants were issued.





 


ARTICLE
II


EXERCISE
OF THE WARRANTS


 


Section
2.1           Exercise of the Warrants. Holder hereby agrees to
exercise its Warrants for a cash exercise payment pursuant to the terms of the Warrants. The number of Exercised Shares purchased
and the aggregate exercise price are set forth on the Holder’s signature page hereto. Within one (1) Trading Day of the
date hereof, the Holder shall deliver the aggregate cash exercise price for such Exercised Warrants pursuant to the wire instructions
set forth on the Company’s signature page hereto. No later than one (1) Trading Day following receipt of the Holder’s
aggregate cash exercise price, the Company shall accept such Holder’s exercise (such date, the “Acceptance Date”).
Within fifteen (15) Trading Days of the Acceptance Date, the Company shall deliver a physical certificate representing the Exercised
Shares to the Holder. The exercise of the Warrant shall otherwise be pursuant to, and subject to the terms of, the Warrant.


 






    	 		 



     


    

 


Section
2.2           Registration Rights.  Promptly following the
termination of the Warrant Offer, but in no event later than 20 days following the Termination Date (or, if the Termination Date
is extended, the termination of such extension period), the Company shall prepare and file with the Securities and Exchange Commission
a registration statement covering the resale of all of the Warrant Shares underlying the Warrants for such Holders that have exercised
a minimum of one-third of their Warrants (“Registrable Securities”) for an offering to be made on a continuous
basis pursuant to Rule 415. Each registration statement filed hereunder shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate
form); provided, however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent. The Company shall use commercially reasonable efforts to cause a registration
statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing
thereof, and shall use commercially reasonable efforts to keep such registration statement continuously effective under the Securities
Act until the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or pursuant
to Rule 144, or (ii) may be sold pursuant to Rule 144. The Company shall bear all expenses in connection with the preparation,
filing and maintenance of the effectiveness of such registration statement.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1           Representations and Warranties of the Company. The
Company hereby makes the representations and warranties set forth below to the Holder that as of the date of its execution of
this Agreement:


 


(a)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Company and no further action is required by such Company, its board of
directors or its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered
in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


  



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(b)        No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon
any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which the Company is a party or by which any property
or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.


 


(c)       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. 


 


(d)        Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of Holder or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the
Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure
furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses
and the transactions contemplated hereby, including but not limited to the disclosure set forth in the SEC Reports, 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.


 



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(e)         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. 


 


Section
3.2         Representations and Warranties of the Holder. The
Holder hereby makes the representations and warranties set forth below to the Company that as of the date of its execution of
this Agreement:


 


(a)         Due
Authorization. The Holder represents and warrants that (i) the execution and delivery of this Agreement by it and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Agreement
has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable
against it in accordance with its terms.


 


(b)         No
Conflicts. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the
transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s organizational
or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Holder
to perform its obligations under this Agreement.


  


(c)         Access
to Information. The Holder acknowledges that it has had the opportunity to review this Agreement and the Company’s filings
with the Securities and Exchange Commission (the “SEC Reports”) and the risk factors contained therein and
has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the exercise of the Warrants and the merits and risks of investing in the
Exercised Shares underlying the Warrants; (ii) access to information about the Company and its financial condition, results of
operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is
necessary to make an informed investment decision with respect to the investment.  The Holder acknowledges and agrees that
neither the Agent nor any Affiliate of the Agent has provided the Holder with any information or advice with respect to the Exercised
Shares nor is such information or advice necessary or desired.  Neither the Agent nor any Affiliate has made or makes any
representation as to the Company or the quality of the securities issued and issuable hereunder and the Agent and any Affiliate
may have acquired non-public information with respect to the Company which the Holder agrees need not be provided to it. 
In connection with the issuance of the securities hereunder to the Holder, neither the Agent nor any of its Affiliates has acted
as a financial advisor or fiduciary to the Holder.


 



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(d)          Agent
Engagement. The Holder acknowledges that the Company has entered into an engagement agreement with the Agent dated November
10, 2016 pursuant to which the Agent has agreed to use its reasonable best efforts in connection with Warrant Offer. In connection
therewith, the Agent shall receive a payment equal to six (6%) of the proceeds generated as part of the Warrant Offer, plus reimbursement
of actual, out-of-pocket accountable expenses incurred in connection with the Warrant Offer not to exceed $10,000.


 


(e)          Holder
Status. As of the date hereof the Holder is, and on each date on which the Holder exercises any Warrants, the Holder will
be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.


 


ARTICLE
IV


MISCELLANEOUS


 


Section
4.1           Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be made in accordance with the provisions of the Purchase Agreement.


 


Section
4.2           Survival. All warranties and representations (as of
the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it
or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the
issuance of the Warrants. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties; provided however that no party may assign this Agreement or the obligations and rights of such party hereunder
without the prior written consent of the other parties hereto.


  


Section
4.3           Execution. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile signature page were an original thereof.


 


Section
4.4           Severability. If any provision of this Agreement is
held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this
Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this
Agreement.


 


Section
4.5           Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined pursuant to the Governing Law provision of the
Purchase Agreement.


 



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Section
4.6           Entire Agreement. The Agreement, together with the
exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules.


 


Section
4.7           Construction. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.


 


Section
4.8           Termination.  This Agreement may be terminated
by any Holder, as to the Holder’s obligations hereunder, by written notice to the other parties, if the Warrant Offer has
not been consummated on or before the Acceptance Date, unless such failure shall be due to the failure of Holder to perform
or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Acceptance
Date.


 


Section
4.9           Fees and Expenses. Except as expressly set forth herein,
each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Warrants
or Warrant Shares.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	WORKHORSE GROUP INC.
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title: 	 




 


Wire
Instructions:


 


	Payable
        to:

        Workhorse
        Group Inc.

        100
        Commerce Drive

        Loveland,
        OH 45140

        (513)
        - 360-4704

        Attn:
        Julio Rodriguez/Ric Calme

         
	PPNC
        Bank

        201
        E. Fifth St.

        Cincinnati,
        OH 45202

        Beneficiary:
        Workhorse Group Inc.

        ABA:
        041 000 124

        Account
        #: 40 0712 9788

        Swift
        Code: PNCCUS 33

        PNC
        Branch Mgr: Ms. Lonnie Beck

        513-683-3584



 






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PURCHASER
SIGNATURE PAGES TO WARRANT EXERCISE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name
of Holder: ____________________________________________________________________


 


Signature
of Authorized Signatory of Holder: _____________________________________________


 


Name
of Authorized Signatory: ____________________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________________


 


Warrant
Shares:_________________


Exercise
Price:$_____________


Issuance
Date: _________________


Number
of Warrants to be exercised:_______________ (“Exercised Shares”)


Aggregate
Exercise Price: ____________


Email
Address of Holder: ____________________________________________________


 


Physical
Address for Delivery of Exercised Shares:


 


 


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