Exhibit 10.5


 


BILL OF SALE AND ASSIGNMENT


 


This
Bill of Sale and Assignment (this “Bill of Sale”) dated December 26, 2017 is executed and delivered by Workhorse
Technologies Inc., an Ohio corporation (the “Transferor”), to Surefly, Inc., a Delaware corporation (the “Transferee”).


 


WHEREAS,
the Transferor is the owner of all rights, title and interest in the assets listed on Schedule A attached hereto (collectively,
the “Transferred Assets”); and


 


WHEREAS,
the Transferor desires to transfer all of its rights, title and interest in the Transferred Assets to the Transferee.


 


NOW,
THEREFORE, the hereto, intending to be legally bound, agree as follows:


 


1.
The Transferor hereby sells, transfers, conveys, assigns and delivers to the Transferee, its successors and assigns, to have
and to hold forever, all right, title and interest in, to and under all of the Transferred Assets.


 


2. The Transferor hereby covenants and agrees that it will, at the request of the Transferee and without further consideration, execute
and deliver, and will cause its employees to execute and deliver, such other instruments of sale, transfer, conveyance and assignment,
and take such other action, as may reasonably be necessary to more effectively sell, transfer, convey, assign and deliver to,
and vest in, the Transferee, its successors and assigns, good, clear, record and marketable title to the Transferred Assets hereby
sold, transferred, conveyed, assigned and delivered, or intended so to be, and to put the Transferee in actual possession and
operating control thereof, to assist the Transferee in exercising all rights with respect thereto and to carry out the purpose
and intent of the Agreement.


 


3.The Transferor does hereby irrevocably constitute and appoint the Transferee, its successors and assigns, its true and lawful
attorney, with full power of substitution, in its name or otherwise, and on behalf of the Transferor, or for its own use, to claim,
demand, collect and receive at any time and from time to time any and all of the Transferred Assets, and to prosecute the same
at law or in equity and, upon discharge thereof, to complete, execute and deliver any and all necessary instruments of satisfaction
and release.


 


4. The Transferor hereby authorizes and requests the competent authorities whose duty is to register trademarks, patents, intellectual
property and/or industrial property protection on applications included in the Transferred Assets, if any, to issue the same to
the Transferee, its successors, legal representatives and assigns, in accordance with the terms of this Bill of Sale.


 


5. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal
representatives and assigns. This Bill of Sale and any claim, controversy, dispute or cause of action (whether in contract, tort
or otherwise) based upon, arising out of or relating to this Bill of Sale shall be governed by and construed in accordance with
the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware,
without regard to the conflicts of laws principles thereof. This Bill of Sale may be executed in any number of counterparts each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement.


 


(Signature
Page Follows)


 




     


     


    

 


IN
WITNESS WHEREOF, the Transferor and the Transferee have caused this instrument to be duly executed under seal as of and on the
date first above written.


 


	 	TRANSFEROR:
	 	 
	 	WORKHORSE
    TECHNOLOGIES INC.
	 	 	 
	 	By:	/s/
    Stephen     S. Burns
	 	Name:	Stephen
    S. Burns
	 	Title:	Chief Executive Officer


 


	ACCEPTED:	 
	 	 
	TRANSFEREE:	 
	 	 
	SUREFLY,
    INC.	 
	 	 	 
	By:	/s/
    Duane     Hughes	 
	Name:	Duane
    Hughes	 
	Title:	Interim Chief Executive
    Officer	 


 




 


 


[Signature
Page to Bill of Sale]


 






     

     


    

 Schedule
A


Transferred
Assets 


Spinco
- Workhorse SureFly


Asset
List – December 15, 2017 


1.
Employee List – names and titles


	Employee
    Name	Title
	Arkus,
    Alan	Mechanical
    Engineer
	Bennett,
    Jeffrey E	Project
    Manager, Engineer
	Bokeno,
    Elliot T	Mechanical
    Engineer
	Bort,
    Thadeous	Chief
    SW Engineer
	Burns,
    Brittney	Sales
	Carlton,
    Zachary M	AE
    Masters
	Conners,
    Patrick J	FAA
    Specialist; Test Pilot
	Jantzen,
    Jantzen	Intrumentation
    Engineer
	Kurdi,
    Ed (Ayed)	Electrical
    Techician
	Ratajzyak,
    Jay	SW
    Engineer
	Roth,
    Thomas	Intern/Co-op
	Wei,
    Wei	PhD
    Aerospace Engineer
	Wilson,
    Scott	Telemtery
    Specialist


 2.
Hardware and Software 


a.
Computer Hardware – Laptops, Towers and Printers


	Make	Model	Serial
    Number	Form
	Acer	Aspire
    F15	NXGD7AA006703258FD7600	Laptop
	Acer	GX-785	DG883AA004703030F53000	Tower
	Dell	XPS	8VNQRF2	Laptop
	Dell	Lattitude
    E7450	G5THT3T	Laptop
	HP	Envy
    17t-u100	5CG7374SHT	Laptop
	Dell	Percision
    3520	FS9S8H2	Laptop
	Dell	Percision
    Tower 3620	G7DBHK2	Tower
	Dell	XPS	6SVHSF2	Laptop
	MSI	7RDX	K1706N0063493	Laptop
	Lenovo	Thinkpad
    T470	(in
    repair)	Laptop
	HP	Compaq
    8200	MXL24011PO	Tower
	Dell	DCDO	FGPF2G1	Tower
	Dell	Precision
    M3800	73N2F72	Laptop
	Lenovo	N580	CB22020008	Laptop
	Dell	P57G	GBCVC82	Laptop
	Dell	Precision
    M6700	FKLTJV1	Laptop
	MakerBot	Replicator	R50026193	Printer


 b.
Software 


	Software	Version
	Solidworks
    Premium	2017
	Solidworks
    Flow Simulator	 
	Solidworks
    Simulation	 
	Daisy
    Lab	14
    (2016)
	Appcelerator	4.1
	Real
    Flight Simulator	RF
    8
	MatLab	2017b
	MatLab
    Simulink	 
	MatLab
    Toolbox: SysID	 
	MatLab
    Toolbox: Instrument Control	 


 






     

     


    

 





c.
Carbon Fiber Molds and Bucks 


i.
SureFly #1 Mold – can make additional 50 - 100 SureFly’s 


 


 


ii.
Bucks – are used to produce additional molds 






 


d.
Test Stands 


i.
Steel Mule 


ii.
Instrumented Thrust Test Stand 


 


 






     

     


    

 





iii.
Prop and Roof Test Fixture – for testing the prop arm and roof structure


 


 


 


iv.
Engine Generator Test Stand


 


3.
SureFly #1


 


	 	a.	SureFly’s stated design goal is to be the safest, easiest
to fly and most cost-effective helicopter available. Like any modern flying machine, SureFly is composed of 3 primary systems,
all of which have been designed from the ground up to achieve the project goals. For simplicity and safety, the SureFly team chose
not to include any transitional wing elements in its version 1.0 design. The resulting design incorporates 4 fixed prop arms that
support the fuselage. To keep weight to a minimum, the entire fuselage and adjoining prop arms are custom designed and made of
carbon fiber. The engineering team and outside consultants that designed and built the craft focus on keeping the overall weight
to a minimum, while still maintaining a strong and long-lasting craft. Our ten years of experience building custom battery packs
and our millions of miles on our UPS trucks have given Workhorse a unique advantage in developing a powertrain for an electric
VTOL machine. We have detailed knowledge of how battery packs change with age, with temperature extremes and under heavy load.
That deep understanding propelled us to design a hybrid drivetrain for SureFly, it utilizes a fossil fuel based generator coupled
with a custom lithium battery back to supply the electricity to the 8 electric motors that are directly coupled to the carbon
fiber propellers.
	 	 	 
	 	 	 




 


4.
Patent Request Materials – 2 files Attached


 


a.
Filename = AMPI 26 final drarwings.PDF


 


b.
Filename = Prov Appl.pdf


 


 Title:
AUXILIARY POWER SYSTEM FOR ROTORCRAFT WITH FOLDING


 PROPELLER
ARMS AND CRUMPLE ZONE LANDING GEAR


 






     

     


    

 





Workhorse
Group, Inc.


Surefly Tangible Assets


December
21, 2017

 b:/Accounting:/Projects:/Surefly:/Surefly Historical


 


Full Use        




 


	Asset	 	Asset Description	 	Surefly Usage	 	 	Acq Cost	 	 	FA Register
	1 Furniture/Fixtures	 	Office Furniture	 	 	100	%	 	 	8818	 	 	 
	2 Furniture/Fixtures	 	Television	 	 	100	%	 	$	130	 	 	 
	3 Furniture/Fixtures	 	Desktop Computer	 	 	100	%	 	 	 	 	 	 
	4 Fixture	 	Ocular left Delux System	 	 	100	%	 	 	 	 	 	 
	5 Mold	 	Surefly Buck/plug for mold	 	 	100	%	 	 	 	 	 	 
	6 Furniture/Fixtures	 	Mobile Protective Walls (4)	 	 	100	%	 	 	 	 	 	 
	7 Inventory	 	Original Rotor Arms (6)	 	 	100	%	 	 	 	 	 	 
	8 Vehicle	 	Trailer	 	 	100	%	 	 	 	 	 	Yes
	9 Furniture/Fixtures	 	Test Rig (Donkey)	 	 	100	%	 	 	 	 	 	 
	10 Inventory	 	Battery Pack w/ Conjunction Box & Charging station	 	 	100	%	 	 	 	 	 	 
	11 Furniture/Fixtures	 	Thrust Stand	 	 	100	%	 	 	 	 	 	 
	12 Furniture/Fixtures	 	Weights for Calibration	 	 	100	%	 	 	 	 	 	 
	13 Furniture/Fixtures	 	Mock Surefly Top for Air Testing	 	 	100	%	 	 	 	 	 	 
	14 Inventory	 	Engine Component	 	 	100	%	 	 	 	 	 	 
	15 Inventory	 	Battery Pack 850V (inside Test Surefly)	 	 	100	%	 	 	 	 	 	 
	16 Inventory	 	Battery Management System (BMS) (Inside Surefly)	 	 	100	%	 	 	 	 	 	 
	17 Inventory	 	High Voltage Junction Box (Inside Surefly)	 	 	100	%	 	 	 	 	 	 
	18 Inventory	 	Carbaon Fiber Racing Seats (2) (Inside Surefly)	 	 	100	%	 	 	 	 	 	 
	19 Inventory	 	Joystick (Inside Surefly)	 	 	100	%	 	 	 	 	 	 
	20 Inventory	 	Parker Touch Screen Monitor (inside Surefly)	 	 	100	%	 	 	 	 	 	 
	21 Inventory	 	Fuse Panel (inside Surefly)	 	 	100	%	 	 	 	 	 	 
	22 Inventory	 	Pintot 2 Air Pressure Gauge (under Surefly)	 	 	100	%	 	 	 	 	 	 
	23 Inventory	 	Arms (4)	 	 	100	%	 	 	 	 	 	 
	24 Inventory	 	Propellors (8) (ontop of Surefly)	 	 	100	%	 	 	 	 	 	 
	25 Inventory	 	Propellors (7)	 	 	100	%	 	 	 	 	 	 
	26 Inventory	 	Propellors 75” (8)	 	 	100	%	 	 	 	 	 	 
	27 Inventory	 	Emrax Air Cool Motors (12)	 	 	100	%	 	 	 	 	 	 
	28 Inventory	 	Emrax Water Cooler Motors (2)	 	 	100	%	 	 	 	 	 	 
	29 Inventory	 	Rinehart Inverters (10)	 	 	100	%	 	 	 	 	 	 
	30 Inventory	 	Coolant system	 	 	100	%	 	 	 	 	 	 
	31 Furniture/Fixtures	 	Video Camera for Testing Videos (3)	 	 	100	%	 	 	 	 	 	 
	32 Furniture/Fixtures	 	Testing Station Desktop PC	 	 	100	%	 	 	 	 	 	 
	33 Furniture/Fixtures	 	Testing Station Analogue Signal	 	 	100	%	 	 	 	 	 	 
	34 Furniture/Fixtures	 	Testing Station DC Signal (12)	 	 	100	%	 	 	 	 	 	 
	35 Furniture/Fixtures	 	Testing Station Stream Gauge Completion mod (9)	 	 	100	%	 	 	 	 	 	 
	36 Furniture/Fixtures	 	Testing StationPower Supply	 	 	100	%	 	 	 	 	 	 
	37 Inventory	 	EDN Charger	 	 	100	%	 	 	 	 	 	 
	38 Inventory	 	Orion Battery Management System (3)	 	 	100	%	 	 	 	 	 	 
	39 Tools	 	Toolboxes w Tools (2)	 	 	100	%	 	 	 	 	 	 
	40 Tools	 	Welder	 	 	100	%	 	 	 	 	 	Yes
	41 Tools	 	Proforma Scales	 	 	100	%	 	 	 	 	 	 
	42 Tools	 	Foam Blocks	 	 	100	%	 	 	 	 	 	 
	43 Tools	 	Battery Pack	 	 	100	%	 	 	 	 	 	 
	44 Furniture/Fixtures	 	Inventory Shelving	 	 	100	%