Exhibit 4.4


 


 





AMENDMENT
NO. 1 TO CONVERTIBLE PROMISSORY NOTE


This
Amendment No. 1 to Convertible Promissory Note (“Amendment”) is by and between ____ (the “Holder”) and
Workhorse Group Inc. (the “Maker”), effective as of December 16, 2015.


Whereas,
reference is herby made to a certain Convertible Promissory Note, dated December 4, 2015, by and between the Holder and the Maker
in the amount of $____ (the “Note”). All capitalized terms used herein and not otherwise defined herein shall have
the meanings as set forth in the Note. The Maker and the Holder are amending the terms of the Note;


Now,
therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Holder and the
Maker hereby agree as follows:


		1.	To
                                         amend and restate Section 3 of the Note as follows:
	 	 	 
	 	 	Maturity
                                         Date.  All amounts, including principal and interest, payable hereunder shall
                                         be due and payable on the earliest to occur of (i) December 4, 2017 (the “Calendar
                                         Due Date”), (ii)) the day immediately prior to the listing (the “Listing”)
                                         of the Maker’s Common Stock on The Nasdaq Stock Market or NYSE MKT (each, a “National
                                         Exchange”), or (iii) a Change of Control (as defined below). Such date shall be
                                         referred to herein as the “Maturity Date”.






		2.	To
                                         amend and restate the definition of “Listing Price” as defined in Section
                                         5.1 of the Note as follows:
	 	 	 
	 	 	The
                                         “Listing Price” means the lower of the opening and closing prices (as appropriately
                                         adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and
                                         the like with respect to the Maker’s capital stock after the date hereof) on the
                                         day prior to the date that the Maker’s Common Stock is first traded on a National
                                         Exchange.



  


		3.	No
                                         other changes to the Note are made, except as expressly set forth herein.



 


		4.	This
                                         Amendment shall be binding upon and inure to the benefit of the parties hereto and their
                                         respective successors and assign, and no other parties shall be a beneficiary hereunder.
                                         Neither this Amendment nor any of the provisions hereof can be changed, waived, discharged
                                         or terminated except by a written instrument signed by the party against whom enforcement
                                         the change, waiver, discharge or termination is sought. This Amendment may be signed
                                         in counterpart, each of which shall be deemed an original and all of which, when taken
                                         together, shall constitute one and the same instrument. Signatures delivered by facsimile
                                         transmission shall have the same force and effect as original signatures delivered in
                                         person.






	WORKHORSE GROUP INC.	 	 
	 	 	 
	By:	 	 
	Name: Julio Rodriguez	 	Name:
	Title: Chief Financial Officer