Exhibit 10.5

BILL OF SALE AND ASSIGNMENT

This Bill of Sale and Assignment (this “Bill of Sale”) dated December 26, 2017 is executed and delivered by Workhorse Technologies Inc., an Ohio corporation (the “Transferor”), to Surefly, Inc., a Delaware corporation (the “Transferee”).

WHEREAS, the Transferor is the owner of all rights, title and interest in the assets listed on Schedule A attached hereto (collectively, the “Transferred Assets”); and

WHEREAS, the Transferor desires to transfer all of its rights, title and interest in the Transferred Assets to the Transferee.

NOW, THEREFORE, the hereto, intending to be legally bound, agree as follows:

1. The Transferor hereby sells, transfers, conveys, assigns and delivers to the Transferee, its successors and assigns, to have and to hold forever, all right, title and interest in, to and under all of the Transferred Assets.

2. The Transferor hereby covenants and agrees that it will, at the request of the Transferee and without further consideration, execute and deliver, and will cause its employees to execute and deliver, such other instruments of sale, transfer, conveyance and assignment, and take such other action, as may reasonably be necessary to more effectively sell, transfer, convey, assign and deliver to, and vest in, the Transferee, its successors and assigns, good, clear, record and marketable title to the Transferred Assets hereby sold, transferred, conveyed, assigned and delivered, or intended so to be, and to put the Transferee in actual possession and operating control thereof, to assist the Transferee in exercising all rights with respect thereto and to carry out the purpose and intent of the Agreement.

3.The Transferor does hereby irrevocably constitute and appoint the Transferee, its successors and assigns, its true and lawful attorney, with full power of substitution, in its name or otherwise, and on behalf of the Transferor, or for its own use, to claim, demand, collect and receive at any time and from time to time any and all of the Transferred Assets, and to prosecute the same at law or in equity and, upon discharge thereof, to complete, execute and deliver any and all necessary instruments of satisfaction and release.

4. The Transferor hereby authorizes and requests the competent authorities whose duty is to register trademarks, patents, intellectual property and/or industrial property protection on applications included in the Transferred Assets, if any, to issue the same to the Transferee, its successors, legal representatives and assigns, in accordance with the terms of this Bill of Sale.

5. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and assigns. This Bill of Sale and any claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without regard to the conflicts of laws principles thereof. This Bill of Sale may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, the Transferor and the Transferee have caused this instrument to be duly executed under seal as of and on the date first above written.

[Signature Page to Bill of Sale]

 Schedule A

Transferred Assets 

Spinco - Workhorse SureFly

Asset List – December 15, 2017 

1. Employee List – names and titles

 2. Hardware and Software 

a. Computer Hardware – Laptops, Towers and Printers

 b. Software 

c. Carbon Fiber Molds and Bucks 

i. SureFly #1 Mold – can make additional 50 - 100 SureFly’s 

ii. Bucks – are used to produce additional molds 

d. Test Stands 

i. Steel Mule 

ii. Instrumented Thrust Test Stand 

iii. Prop and Roof Test Fixture – for testing the prop arm and roof structure

iv. Engine Generator Test Stand

3. SureFly #1

	a.	SureFly’s stated design goal is to be the safest, easiest to fly and most cost-effective helicopter available. Like any modern flying machine, SureFly is composed of 3 primary systems, all of which have been designed from the ground up to achieve the project goals. For simplicity and safety, the SureFly team chose not to include any transitional wing elements in its version 1.0 design. The resulting design incorporates 4 fixed prop arms that support the fuselage. To keep weight to a minimum, the entire fuselage and adjoining prop arms are custom designed and made of carbon fiber. The engineering team and outside consultants that designed and built the craft focus on keeping the overall weight to a minimum, while still maintaining a strong and long-lasting craft. Our ten years of experience building custom battery packs and our millions of miles on our UPS trucks have given Workhorse a unique advantage in developing a powertrain for an electric VTOL machine. We have detailed knowledge of how battery packs change with age, with temperature extremes and under heavy load. That deep understanding propelled us to design a hybrid drivetrain for SureFly, it utilizes a fossil fuel based generator coupled with a custom lithium battery back to supply the electricity to the 8 electric motors that are directly coupled to the carbon fiber propellers.

4. Patent Request Materials – 2 files Attached

a. Filename = AMPI 26 final drarwings.PDF

b. Filename = Prov Appl.pdf

 Title: AUXILIARY POWER SYSTEM FOR ROTORCRAFT WITH FOLDING

 PROPELLER ARMS AND CRUMPLE ZONE LANDING GEAR

Workhorse Group, Inc.

Surefly Tangible Assets

December 21, 2017
b:/Accounting:/Projects:/Surefly:/Surefly Historical

Full Use