The Warrant may not be exercised prior to there having been a redemption (in whole or in part) of that certain 4.50% Senior Secured Convertible Note of the Company issued to the Holder in accordance with the Purchase Agreement (the “ Note”) in accordance with Section 7(A) thereof. ![]() This Warrant is one of the Warrants to Purchase Common Stock (the “ Warrants”) issued pursuant to (i) that certain Securities Purchase Agreement (the “ Purchase Agreement”), dated as of Novem(the “ Subscription Date”) by and between the Company and each of the investors listed on the Schedule of Buyers attached thereto, (ii) the Company’s Registration Statement on Form S-3 (File number 333-213100) (the “ Registration Statement”) and (iii) the Company’s prospectus supplement dated as of November 21, 2019. Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “ Warrant”), shall have the meanings set forth in Section 16. ![]() ![]() Workhorse Group Inc., a company organized under the laws of Nevada (the “ Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HT Investments MA, LLC, the registered holder hereof or its permitted assigns (the “ Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date during an Exercise Period (as defined below), but not after 11:59 p.m., New York time, on last day of an Exercise Period, a number of fully paid non-assessable shares of Common Stock (as defined below) equal to the Warrant Amount (as defined herein), subject to adjustment as provided herein (the “ Warrant Shares”).
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