13.18, if any provision
in this Indenture specifically provides that the Trustee shall or may receive an
Opinion of Counsel in connection with any action to be taken by the Trustee or
the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.
[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]
- 107 -
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IN WITNESS WHEREOF, the parties to this Indenture have caused this Indenture to
be duly executed as of the date first written above.
WORKHORSE GROUP INC.
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
WORKHORSE TECHNOLOGIES INC.
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
WORKHORSE MOTOR WORKS INC.
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
WORKHORSE PROPERTIES INC.
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
WORKHORSE HOLDINGS LLC
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
US BANK NATIONAL ASSOCIATION,
as Trustee and Collateral Agent
By:
Name:
Title:
[Signature Page to Indenture]
--------------------------------------------------------------------------------
EXHIBIT A
FORM OF NOTE
[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]
[THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
(1)
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT, AND
(2)
AGREES FOR THE BENEFIT OF Workhorse Group Inc. (THE "COMPANY") THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR
AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:
(A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR
(B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR
A-1
--------------------------------------------------------------------------------
(C)
TO A