Exhibit 10.4


 





GUARANTY


 


This
GUARANTY, dated as of December [__], 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”,
and collectively, the “Guarantors”), in favor of the “Buyers” (as defined below) party to the Securities
Purchase Agreement referenced below.


 


W 
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
Workhorse Group Inc., a Nevada corporation (the “Company”), and each party listed as a “Buyer”
on the Schedule of Buyers attached to the Securities Purchase Agreement (each a “Buyer”, and collectively, the
“Buyers”) are parties to that certain Securities Purchase Agreement, dated as of the date hereof (the “Securities
Purchase Agreement”), pursuant to which, among other things, the Buyers shall purchase from the Company certain senior
secured “Notes” (as defined in the Securities Purchase Agreement) (collectively, the “Notes”);


 


WHEREAS,
the Buyers have requested, and the Guarantors have agreed, that the Guarantors shall execute and deliver to the Buyers, this Guaranty
guaranteeing all of the obligations of the Company under the Securities Purchase Agreement, the Notes and the other “Transaction
Documents” (as defined in the Securities Purchase Agreement, the “Transaction Documents”);


 


WHEREAS,
pursuant to a Pledge and Security Agreement, dated as of the date hereof (the “Security Agreement”), the Guarantors
have granted to Empery Tax Efficient, LP, as collateral agent for the Buyers (in such capacity, the “Collateral Agent”),
a security interest in and lien on certain of their assets to secure their obligations under this Guaranty, the Securities Purchase
Agreement, the Notes and the other Transaction Documents; and


 


WHEREAS,
each Guarantor has determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best
interest of, such Guarantor.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and for other consideration, the sufficiency of which is
hereby acknowledged, each Guarantor hereby agrees with each Buyer as follows:


 


SECTION
1. Definitions. Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms
thereof. All terms used in this Guaranty, which are defined in the Securities Purchase Agreement or the Notes and not otherwise
defined herein, shall have the same meanings herein as set forth therein.


 






     


     


    




 


SECTION
2. Guaranty. The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty (a) the punctual payment,
as and when due and payable, by stated maturity or otherwise, of all obligations and any other amounts now or hereafter owing
by the Company in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without
limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any
Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other
bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions
generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an “Insolvency
Proceeding”), whether or not the payment of such interest is unenforceable or is not allowable due to the existence of
such Insolvency Proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to
become due under any of the Transaction Documents, and any and all expenses (including reasonable counsel fees and expenses) reasonably
incurred by the Buyers or the Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the extent not
paid by the Company, being the “Guaranteed Obligations”) and (b) the punctual and faithful performance, keeping,
observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained
in the Securities Purchase Agreement, the Notes and the other Transaction Documents. Without limiting the generality of the foregoing,
each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would
be owed by the Company to the Buyers under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable
or not allowable due to the existence of an Insolvency Proceeding involving any Guarantor or the Company (each, a “Transaction
Party”).


 


SECTION
3. Guaranty Absolute; Continuing Guaranty; Assignments.


 


(a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will
be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Buyers with respect thereto. The obligations
of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought
and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction
Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty
shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent
permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(i) any
lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto;


 


(ii) any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase
in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise;


 


(iii) any
taking, exchange, release or non-perfection of any collateral with respect to the Guaranteed Obligations, or any taking, release
or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; or


 






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(iv) any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any
Transaction Party.


 


This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by any Buyer or any other Person upon the insolvency, bankruptcy or reorganization
of any Transaction Party or otherwise, all as though such payment had not been made.


 


(b) This Guaranty is a continuing guaranty and shall (i) remain in full force and effect
until the complete exchange of all of the Company’s obligations under the Notes to equity securities of Surefly, Inc. (“Surefly”)
and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations
as of the date of such exchange and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations)
and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations)
and (ii) be binding upon each Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of
and be enforceable by the Buyers and their respective successors, and permitted pledgees, transferees and assigns. Without limiting
the generality of the foregoing sentence, any Buyer may pledge, assign or otherwise transfer all or any portion of its rights
and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Buyer herein or otherwise, in each case as provided in
the Securities Purchase Agreement or such Transaction Document. Notwithstanding the foregoing and for the avoidance of doubt,
this Guaranty will expire and each Guarantor will be released from its obligation hereunder upon the complete exchange of all
of the Company’s obligations under the Notes to equity securities of Surefly and/or indefeasible payment in full in cash of all
obligations under the Notes (together with any matured indemnification obligations as of the date of such exchange and/or payment,
but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under
this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations).


 


SECTION
4. Waivers. To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Buyers or
the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person or any Collateral
(as defined in the Security Agreement). Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation
of such benefits. The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 






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SECTION
5. Subrogation. No Guarantor may exercise any rights that it may now or hereafter acquire against any Transaction Party
or any other guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s obligations under
this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of the Buyers or the Collateral Agent against any Transaction Party or any
other guarantor or any Collateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Transaction
Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment
or security solely on account of such claim, remedy or right, unless and until the complete exchange of all of the Company’s obligations
under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Notes
(together with any matured indemnification obligations as of the date of such exchange and/or payment, but excluding any inchoate
or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any
inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to a Guarantor in violation of the
immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations and
all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Buyers and shall forthwith
be paid ratably to the Buyers to be credited and applied to the Guaranteed Obligations and all other amounts payable under this
Guaranty, whether matured or unmatured, in accordance with the terms of the Transaction Documents, or to be held as collateral
for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (a) any Guarantor shall
make payment to the Buyers of all or any part of the Guaranteed Obligations, and (b) the Buyers receive the complete exchange
of all of the Company’s obligations under the Notes to equity securities of Surefly and/or indefeasible payment in full in cash
of all obligations under the Notes (together with any matured indemnification obligations as of the date of such exchange and/or
payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable
under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations), the Buyers will, at such Guarantor’s
request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment by such Guarantor.


 


SECTION
6. Representations, Warranties and Covenants.


 


(a) Each Guarantor hereby represents and warrants as of the date first written above as
follows:


 


(i) Each
Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite
corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as
presently contemplated and to execute and deliver this Guaranty and each other Transaction Document to which the Guarantor is
a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in
good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary except where the failure to be so qualified would not result in a Material
Adverse Effect.


 






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(ii) The
execution, delivery and performance by each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor
is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action,
(B) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate
of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on the Guarantor
or its properties, (C) do not and will not result in or require the creation of any lien (other than pursuant to any Transaction
Document) upon or with respect to any of its properties, and (D) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or
its operations or any of its properties.


 


(iii) No
authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection
with the due execution, delivery and performance by the Guarantor of this Guaranty or any of the other Transaction Documents to
which the Guarantor is a party (other than expressly provided for in any of the Transaction Documents).


 


(iv) Each
of this Guaranty and the other Transaction Documents to which the Guarantor is or will be a party, when delivered, will be, a
legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar
laws and equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(v) There
is no pending or, to the best knowledge of the Guarantor, threatened action, suit or proceeding against the Guarantor or to which
any of the properties of the Guarantor is subject, before any court or other governmental authority or any arbitrator that (A) if
adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any
of the other Transaction Documents to which the Guarantor is a party or any transaction contemplated hereby or thereby.


 


(vi) The
Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement, the Notes and the other
Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the
affairs, financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain
from the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business
of the Company or the other Transaction Parties that may come under the control of the Collateral Agent or any Buyer.


 






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(b) The Guarantor covenants and agrees that until the complete exchange of all of the Company’s
obligations under the Notes to equity securities of Surefly and/or indefeasible payment in full in cash of all obligations under
the Notes (together with any matured indemnification obligations as of the date of such exchange and/or payment, but excluding
any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty
(excluding any inchoate or unmatured contingent indemnification obligations), it will comply with each of the covenants (except
to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement
as if the Guarantor were a party thereto.


 


SECTION
7. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent
and any Buyer may, and is hereby authorized to, at any time and from time to time, without notice to the Guarantors (any such
notice being expressly waived by each Guarantor) and to the fullest extent permitted by law, set-off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Buyer
to or for the credit or the account of any Guarantor against any and all obligations of the Guarantors now or hereafter existing
under this Guaranty or any other Transaction Document, irrespective of whether or not Collateral Agent or any Buyer shall have
made any demand under this Guaranty or any other Transaction Document and although such obligations may be contingent or unmatured.
Collateral Agent and each Buyer agrees to notify the relevant Guarantor promptly after any such set-off and application made by
such Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights
of the Collateral Agent or any Buyer under this Section 7 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Collateral Agent or such Buyer may have under this Guaranty or any other
Transaction Document in law or otherwise.


 


SECTION
8. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by
overnight mail or by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to any Guarantor,
to the address for such Guarantor set forth on the signature page hereto, or if to any Buyer, to it at its respective address
set forth in the Securities Purchase Agreement; or as to any Person at such other address as shall be designated by such Person
in a written notice to such other Person complying as to delivery with the terms of this Section 8. All such notices
and other communications shall be effective (i) if mailed (by certified mail, postage prepaid and return receipt requested), when
received or three Business Days after deposited in the mails, whichever occurs first; (ii) if telecopied, when transmitted and
confirmation is received, provided same is on a Business Day and, if not, on the next Business Day; or (iii) if delivered by hand,
upon delivery, provided same is on a Business Day and, if not, on the next Business Day.


 






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SECTION
9. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR
HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BUYERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.


 


SECTION
10. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING
FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT
ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH GUARANTOR CERTIFIES THAT
NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY BUYER WOULD NOT,
IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GUARANTOR HEREBY ACKNOWLEDGES
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYERS ENTERING INTO THE OTHER TRANSACTION DOCUMENTS.


  


SECTION
11. Taxes.


 


(a) All payments made by any Guarantor hereunder or under any other Transaction Document
shall be made in accordance with the terms of the respective Transaction Document and shall be made without set-off, counterclaim,
deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes
imposed on the net income of any Buyer by the jurisdiction in which such Buyer is organized or where it has its principal lending
office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually,
“Taxes”). If any Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount
payable hereunder or under any other Transaction Document:


 


(i) the
amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including
Taxes on amounts payable to any Buyer pursuant to this sentence) each Buyer receives an amount equal to the sum it would have
received had no such deduction or withholding been made,


 






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(ii) such
Guarantor shall make such deduction or withholding,


 


(iii) such
Guarantor shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law,
and


 


(iv) as
promptly as possible thereafter, such Guarantor shall send the Buyers an official receipt (or, if an official receipt is not available,
such other documentation as shall be satisfactory to the Buyers, as the case may be) showing payment.  In addition, each
Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise
with respect to, this Agreement or any other Transaction Document (collectively, “Other Taxes”).


 


(b) Each Guarantor hereby indemnifies and agrees to hold the Collateral Agent and each Buyer
(each an “Indemnified Party”) harmless from and against Taxes or Other Taxes (including, without limitation,
any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 11) paid by any Indemnified
Party  as a result of any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise
with respect to, this Agreement or any other Transaction Document, and any liability (including penalties, interest and expenses
for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  This indemnification shall be paid within thirty (30) days from the date on which such
Buyer makes written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.


 


(c) If any Guarantor fails to perform any of its obligations under this Section 11,
such Guarantor shall indemnify the Collateral Agent and each Buyer for any taxes, interest or penalties that may become payable
as a result of any such failure. The obligations of the Guarantors under this Section 11 shall survive the termination
of this Guaranty and the payment of the Obligations and all other amounts payable hereunder.


 


SECTION
12. Miscellaneous.


 


(a) Each Guarantor will make each payment hereunder in lawful money of the United States
of America and in immediately available funds to each Buyer, at such address specified by such Buyer from time to time by notice
to the Guarantors.


 


(b) No
amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by each Guarantor and each Buyer, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.


 






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(c) No failure on the part of the Collateral Agent or any Buyer to exercise, and no delay
in exercising, any right hereunder or under any other Transaction Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any right hereunder or under any Transaction Document preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies of the Collateral Agent and the Buyers provided herein and in the other
Transaction Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The
rights of the Collateral Agent and the Buyers under any Transaction Document against any party thereto are not conditional or
contingent on any attempt by the Collateral Agent or any Buyer to exercise any of their respective rights under any other Transaction
Document against such party or against any other Person.


 


(d) Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


(e) This Guaranty shall (i) be binding on each Guarantor and its respective successors and
assigns, and (ii) inure, together with all rights and remedies of the Collateral Agent and the Buyers hereunder, to the benefit
of the Collateral Agent and the Buyers and their respective successors, transferees and assigns. Without limiting the generality
of clause (ii) of the immediately preceding sentence, the Collateral Agent and any Buyer may assign or otherwise transfer its
rights and obligations under the Securities Purchase Agreement or any other Transaction Document to any other Person in accordance
with the terms thereof, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted
to the Collateral Agent or such Buyer, as the case may be, herein or otherwise. None of the rights or obligations of any Guarantor
hereunder may be assigned or otherwise transferred without the prior written consent of each Buyer.


 


(f) This Guaranty reflects the entire understanding of the transaction contemplated hereby
and shall not be contradicted or qualified by any other agreement, oral or written, entered into before the date hereof.


 


(g) Section headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.


 


(h) This Guaranty may be executed by each party hereto on a separate counterpart, each of
which when so executed and delivered shall be an original, but all of which together shall constitute one agreement. Delivery
of an executed counterpart by facsimile or other method of electronic transmission shall be equally effective as delivery of an
original executed counterpart.





 


(i) This Guaranty shall be governed by and construed
in accordance with the law of the State of New York applicable to contracts made and to be performed therein without regard to
conflict of law principles.


 


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IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by its respective duly authorized officer, as of the date
first above written.


 





	 	Workhorse Technologies Inc., an Ohio corporation
	 	 
	 	By:	                                 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address for Notices:
	 	100 Commerce Drive
	 	Loveland, Ohio 45140
	 	Facsimile:	 
	 	 	 
	 	SUREFLY, INC., a Delaware corporation
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address for Notices:
	 	100 Commerce Drive  
	 	Loveland, Ohio 45140  
	 	Facsimile:	 




 





Guaranty