Exhibit 4.1


 





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: June 7, 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 _______ THOUSAND 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 December 6, 2018 (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 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;


 



    

     

    




 


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:

Title:	Paul Gaitan

Chief Financial Officer