CURRENT REpORTd18rn0p25nwr6d.cloudfront.net/CIK-0001589149/5a42c3f0-3df1-46b… · UNITED STATES...

UNITEDSTATES

SECURITIESANDEXCHANgECOMMISSIONWashington,D.C.20549

FORM8-K

CURRENTREpORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December14,2017(December12,2017)Date of Report (Date of earliest event reported)

MassRoots,Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-55431

46-2612944

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1624 Market Street, Suite 201, Denver, CO 80202

(Address of principalexecutive offices)

(Zip Code)

(833) 467-6687

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [X] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item5.02DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;CompensatoryArrangementsofCertainOfficers.Resignations of Directors Effective December 12, 2017, each of Ean Seeb, Vincent “Tripp” Keber, and Terence Fitch resigned as members of MassRoots, Inc.’s (the “Company’s”) Board ofDirectors (the “Board”). Messrs. Seeb’s, Keber’s, and Fitch’s resignations were not the result of any dispute or disagreement with the Company, any matter relatedto the Company’s operations, policies or practices, the Company’s management or the Board. Effective December 12, 2017, each of Messrs. Seeb, Keber, and Fitch entered into Separation Agreements with the Company pursuant to which each of Messrs.Seeb, Keber, and Fitch received compensation for prior services and warrants to purchase shares of the Company’s common stock. In addition, pursuant to theterms of the Separation Agreement, each of Ean Seeb, Vincent “Tripp” Keber, Terence Fitch and Isaac Dietrich entered into a Mutual Release and Non-Disparagement Agreement. The foregoing descriptions of the Separation Agreements and the Warrants are not complete and are qualified in their entireties by reference to the full text of theform of Separation Agreement and the form Warrant, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report and are incorporatedby reference herein. Resignation of Chief Executive Officer Effective December 13, 2017, Scott Kveton resigned as Chief Executive Officer of the Company. Mr. Kveton’s resignation was not the result of any dispute ordisagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board. Effective December 13, 2017, Scott Kveton entered into a Separation Agreement (the “Kveton Separation Agreement”) with the Company pursuant to which Mr.Kveton received a compensation and severance amount. In addition, certain shares of common stock previously issued to Mr. Kveton have been accelerated andvest immediately upon his resignation. Appointments of Directors Effective December 13, 2017, each of Cecil Kyte, Nathan Shelton and Charles R. Blum were appointed to the Company’s Board to fill vacancies created upon theresignations of Ean Seeb, Vincent “Tripp” Keber, and Terence Fitch. There are no family relationships between any of Messrs. Kyte, Shelton and Blum and any ofour other officers and directors. Set forth below is the biographical information of the newly appointed directors, as required by Item 401 of Regulation S-K. CharlesR.Blum, 79, served as President and Chief Executive Officer of QS Energy (formerly STWA, Inc.) from July 2007 to January 2009. On June 1, 2017,Mr. Blum stepped down from the Board of QS Energy, having served the company faithfully for 10 years. Mr. Blum spent 22 years as the President/CEO of theSpecialty Equipment Market Association (“SEMA”). SEMA is a trade group representing 6,500 business members who are actively engaged in the manufactureand distribution of automotive parts and accessories. SEMA produces the world’s largest automotive aftermarket Trade Show which is held annually in Las Vegas,Nevada. Mr. Blum led the association as its members grew from a handful of small entrepreneurial companies into an industry membership that sells over 31billion dollars of product at the retail level annually. Mr. Blum is qualified to serve as a member of the Board because he has a proven record of accomplishment asa senior executive.

CecilKyte , 46, has served in various capacities at Rightscorp’s, including serving as Chief Executive Officer since June 2015, Chief Financial Officer sinceOctober 2016 and Chairman of the company’s board of directors since December 2015. Rightscorp’s mission is to support copyright holders’ abilities to litigateand monetize efforts aimed at piracy and peer to peer infringement on the internet. From 2007 to 2013, Mr. Kyte served as CEO and Chairman of Save The WorldAir, Inc., a California based publicly traded energy technology company. Under his stewardship, that company grew from roughly $10 million in marketcapitalization in 2007 to an excess of $350 million by 2013 and accessed roughly $40 million in equity based capital. From 2008 until 2013, Mr. Kyte served asChief Executive Officer and Chairman of the Board of QS Energy (formerly STWA, Inc.). Additionally, having been a pilot for 30 years Mr. Kyte has served as anairline captain and flight instructor who is recognized and included in the prestigious FAA Airmen Certification database. This database recognizes pilots whohave met or exceeded the high educational, licensing and medical standards established by the Federal Aviation Administration. Mr. Kyte is qualified to serve as amember of the Board because of his previous and current experience running a public company, as well as his educational requirements to hold such a position.Mr. Kyte received a Bachelor of Science Degree in Business Administration with emphasis in Accounting from California State University, Long Beach. NathanShelton , 68, served as a director of QS Energy (formerly STWA, Inc.) from February 2007 until June 2017. Mr. Shelton has a long and distinguishedcareer with a number of diverse successful companies primarily related to the automotive industry. From 1987 until 2002 he served as President and part owner ofK&N Engineering and built the company into an industry leader. In 2002 he founded S&S Marketing, a company engaged in the automotive aftermarket partsrepresentation business, which he currently operates. In 1992, SEMA invited him to join its board of directors, which included Mr. Shelton serving as Chairman ofthe SEMA board from 2002 to 2004. In 2007 he was elected to the SEMA “Hall of Fame”. Mr. Shelton served honorably in the United States Seabees from 1968to 1972. Mr. Shelton is qualified to serve as a member of the Board because of his proven record of accomplishment as a senior executive. Appointment of Chief Executive Officer Effective December 13, 2017, the Board appointed Isaac Dietrich as the Company’s Chief Executive Officer. Pursuant to the terms of an employment agreementbetween the Company and Mr. Dietrich (the “Dietrich Employment Agreement”), Mr. Dietrich shall receive an annual base salary of $145,000 and benefits andinsurance available to similarly situated employees under the Company’s benefits plan(s). The foregoing description of the Dietrich Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the form of DietrichEmployment Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report and is incorporated by reference herein. There are no family relationships between Mr. Dietrich and any of our other officers and directors.

Set forth below is the biographical information of the newly appointed Chief Executive Officer, as required by Item 401 of Regulation S-K.

IsaacDietrich , 25, is the founder, largest shareholder, and has been a Director of the Company since inception. In addition, he previously held the followingpositions with the Company: Chief Executive Officer (April 2013 – October 2017); Chairman of the Board of the Company (April 2013 – October 2017); andChief Financial Officer (April 2013 – May 2014 and August 2017 – October 2017). In his various positions, Mr. Dietrich was responsible for executingMassRoots’ strategic business development. Mr. Dietrich was the co-founder and majority shareholder of RoboCent.com from June 2012 until his buyout inDecember 2016, and he helped scale the business to millions in revenue. He also founded Tidewater Campaign Solutions, LLC, a Virginia Beach-based politicalstrategy firm that was retained by 30 political campaigns and political action committees from January 2010 to December 2012. From February 2010 to December2010, Mr. Dietrich served as Field Director for former Congressman E. Scott Rigell’s campaign. Item8.01OtherEvents On December 14, 2017, the Company issued a press release with respect to the matters set forth above. A copy of the press release is filed as Exhibit 99.1 heretoand incorporated herein by reference. Item9.01FinancialStatementsandExhibits.(d) Exhibits.

10.1 Form of Director Separation Agreement

10.2 Form of Warrant

10.3 Form of Mutual Release and Non-Disparagement Agreement

10.4 Form of Separation Agreement

10.5 Employment Agreement by and between the Company and Isaac Dietrich dated December 13, 2017

99.1 Press Release dated December 14, 2017

SIgNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

MassRoots, Inc. Date: December 14, 2017By: /s/ Isaac DietrichIsaac DietrichChief Executive Officer

SEpARATIONAgREEMENT

This Separation Agreement (this “Agreement”) is entered into by and among MassRoots, Inc., a Delaware corporation (“MassRoots” or the “Company”),Isaac Dietrich (“Dietrich”), Ean Seeb (“Seeb”), Vincent “Tripp” Keber (“Keber”) and Terence Fitch (“Fitch”) effective as of December 12, 2017. Seeb, Keber andFitch are sometimes referred to individually as an “Outgoing Director” and collectively as the “Outgoing Directors”. The Company, Dietrich and the OutgoingDirectors may also sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

The purpose of this Agreement is to: (i) provide the Outgoing Directors with compensation for their valuable and necessary services to the Company intheir capacity as directors; (ii) provide a transition plan enabling the Outgoing Directors to resign from the board and Dietrich, as the sole remaining Director, toappoint qualified successor directors to implement the business developed by Dietrich and referenced in a memorandum to the Outgoing Directors dated December11, 2017, a copy of which is attached hereto as ExhibitA(the “Memorandum”); and (iii) enhance the value of the Company for the benefit of its shareholders.

The Parties, therefore, agree as follows:

1. The Outgoing Directors and Dietrich, in his a capacity as a director of the Company, have performed a timely comprehensive review of thequalifications of the three individuals proposed by Dietrich (the “Successor Directors”) to fill the vacancies at or about the date of the Outgoing Directors’respective resignations from the board with respect to the execution of the Company’s business plan as detailed in the Memorandum (the “Due Diligence Review”)which Due Diligence Review was satisfactorily completed Monday, the 11th of December, 2017.

2. On or about Tuesday, December 12, 2017, the Outgoing Directors and Dietrich, in his capacity as a director of the Company, shall authorizeby resolution of the Board of Directors that the number of directors shall be four (4) until the next annual meeting of the shareholders (the “Director Resolution”),in accordance with Article II, Section 6 of the Bylaws of MassRoots, Inc., as amended on March 26, 2014 (the “Bylaws”), the form of which Director Resolution isattached hereto as ExhibitB.

3. At such time as the Director Resolution is executed by the existing board, each of the Outgoing Directors shall submit a letter of resignationto the Company in the form of the Resignation Letter attached hereto as ExhibitC.

4. Concurrently with the delivery of all Outgoing Directors’ executed Resignation Letters, Dietrich, in accordance with the provisions ofArticle II, Section 3 of the Bylaws, as the sole remaining director, shall resolve: (i) that the Company shall pay the sum of [ ] and deliver a Warrant (in the formand as described in Section 8 of this Agreement) to the each Outgoing Director (the “Director Compensation Resolution”); and (ii) that Scott Kveton (“Kveton”),upon ceasing to serve as Interim Chief Executive Officer of the Company, shall be compensated by the Company in the sum of [ ], which shall be wired inaccordance with his instructions upon the execution of the Definitive Documents, which shall include his resignation letter (the “CEO Compensation Resolution”).

5. Concurrently with the delivery of each Outgoing Director’s executed Resignation Letter, the Company, Dietrich and each Outgoing Directorshall enter into a Mutual Release and Non-Disparagement Agreement, the form of which is attached hereto as ExhibitD. Upon appointment to the Company’sBoard of Directors, each Successor Director shall execute a Mutual Release and Non-Disparagement Agreement in substantially the same form as the formattached hereto as ExhibitD.

6. The Restricted Stock Awards to each of the Outgoing Directors pursuant to that certain Unanimous Written Consent of the DirectorCompensation Committee of the Board of Directors of MassRoots, Inc. dated July 24, 2017 are hereby cancelled and of no further force and effect.

7. Pursuant to the Director Compensation Resolution, the Company shall issue warrants to each Outgoing Director, the forms of which areattached hereto as Exhibit E (the “Warrants”). The number of shares of Common Stock subject to the Warrant issued to Denver Relief Consulting LLC, aColorado limited liability company, as designee of Ean Seeb, shall be [ ] shares. The number of shares of Common Stock subject to the Warrant issued to Kebershall be [ ] shares. The number of shares of Common Stock subject to the Warrant issued to Fitch shall be [ ] shares.

8. The executed Resignation Letters, Director Resolution, Director Compensation Resolution, CEO Compensation Resolution, copies of theWarrants, Mutual Release and Non-Disparagement Agreement, and this Agreement (the “Definitive Documents”) shall be deposited with the law firm of SheppardMullin Richter & Hampton LLP, c/o Andrea Cataneo, 30 Rockefeller Plaza, New York, NY 10112-0015 (the “Document Custodian”). Upon receipt of all of theDefinitive Documents, the Document Custodian shall instruct the Company to: (i) wire funds as follows: (a) [ ] dollars to each of the Outgoing Directors; (b) [ ]dollars to the law firm of Ryley Carlock & Applewhite P.C. representing payment of its attorneys fees’ attributable to its representation of the Outgoing Directors;(c) up to a maximum of [ ] dollars to the law firm of Sheppard Mullin Richter & Hampton LLP representing payment of its attorneys fees’ attributable to itsrepresentation of Dietrich; and (ii) release and deliver the Definitive Documents to the Parties, as applicable.

9. At such time as required by applicable securities laws and rules and regulations promulgated thereunder, the Company shall file with theSecurities and Exchange Commission a Form 8-K and any other required regulatory filing, if any, relating to the actions and transactions provided for under thisAgreement.

10. Dietrich shall be obligated to include in the proxy solicitation for the next annual meeting of the shareholders an agenda item consisting ofratification by the shareholders of all of the terms and provisions of this Agreement and all of the actions contemplated and specified hereby.

11. With the exception of the Company’s required regulatory filings, prior to Dietrich’s disclosure of this Agreement to the Company’sshareholders at the Company’s next annual meeting of its shareholders, the Parties agree to keep the existence and the terms of this Agreement confidential and,with the exception of the Parties’ legal and financial advisors, agree not to disclose any information concerning this Agreement or its terms to anyone unlesscompelled to do so by court order or other lawful authority.

12. Neither the Company nor Dietrich shall interfere with or impede the Outgoing Directors’ efforts to sell their securities, including but notlimited to shares of Company stock now owned (no matter how acquired) or hereafter acquired, options and warrants, either privately or publicly in the openmarket, provided that such sales are being made in accordance with relevant securities laws and limitations under Rule 144 of the Securities Act of 1933. TheOutgoing Directors will not be denied a legal opinion of counsel to lift the restrictive legend from a certificate when eligible, and to the extent that an OutgoingDirector wishes to exercise any outstanding options or warrants held by the Outgoing Director or his affiliates, the Company will process such requests timely. Anyrequired approvals will not be unreasonably withheld.

13. Neither this Agreement nor the performance of this Agreement shall be construed as an admission of liability by any Party, nor as anadmission against interest by any Party, nor as an admission by any Party that the Party acted wrongly or violated any law, or the rights of any other Party, or actedin violation of any duty owed by a Party to any other Party, nor as a waiver of any defense, including, without limitation, any statute of limitations, laches or otherequitable defense based on the lapse of time that exists or may exist as of the date of this Agreement. Each Party specifically disclaims any liability to any otherParty for any matter addressed by this Agreement.

14. The Company, Dietrich, and their affiliates shall hold harmless, indemnify, and defend the Outgoing Directors from and against any and allforeseeable and unforeseeable claims, demands (direct or indirect), losses, liens, fines, penalties, lawsuits or other proceedings, judgments, awards, costs, andexpenses, including, without limitation, financial losses incurred, including any and all legal costs and attorneys’ fees incurred by the Outgoing Directors, as aresult of any violation of this Agreement by the Company, Dietrich or their affiliates. The Outgoing Directors shall hold harmless, indemnify, and defend theCompany from and against any and all foreseeable and unforeseeable claims, demands (direct or indirect), losses, liens, fines, penalties, lawsuits or otherproceedings, judgments, awards, costs, and expenses, including, without limitation, financial losses incurred, including any and all legal costs and attorneys’ feesincurred by the Company, as a result of any violation of this Agreement by the Outgoing Directors.

15. The laws of the State of Delaware shall govern the terms of this Agreement without regard to Choice of law principles.

16. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandingbetween the parties hereto pertaining to the subject matter hereof, and may only be modified by a subsequent written agreement that is signed by the parties hereto.

17. If any provision of this Agreement is invalid, that will not affect the validity of the other provisions.

18. This Agreement may be executed in counterparts. If this Agreement is executed in counterparts, each counterpart shall be deemed an original,and all counterparts so executed shall constitute one binding agreement on all parties hereto, notwithstanding that all of the parties are not a signatory to the samecounterpart.

[ Signaturesfollowonnextpage]

INWITNESSHEREOF, the Parties have executed this Separation Agreement as of the date first written above. ___________________________________Ean Seeb___________________________________Vincent “Tripp” Keber___________________________________Terrence Fitch ___________________________________Isaac DietrichMASSROOTS, INC., a Delaware corporation___________________________________By: Scott KvetonTitle: Chief Executive Officer

WARRANTTHESESECURITIESANDTHESECURITIESISSUABlEUpONTHEIREXERCISEHAVENOTBEENREgISTEREDUNDERTHESECURITIESACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAy NOT BE TRANSFERRED UNlESS pURSUANT TO AN EFFECTIVEREgISTRATIONSTATEMENTUNDERTHESECURITIESACT,A"NO-ACTION"lETTERFROMTHEUNITEDSTATESSECURITIESANDEXCHANgECOMMISSION(THE“COMMISSION”ORTHE“SEC”)WITHRESpECTTOSUCHTRANSFER,ATRANSFERMEETINgTHEREQUIREMENTSOFRUlE144OFTHECOMMISSION,ORANOpINIONOFCOUNSElSATISFACTORyTOTHEISSUERTOTHEEFFECTTHATANySUCHTRANSFERISEXEMpTFROMSUCHREgISTRATION.

MassRoots,Inc.

WARRANTNO.DECEMBER20171-__

Dated:December12,2017 MassRoots, Inc. , a corporation organized under the laws of the State of Delaware (the “ Company ”), hereby certifies that, for value received from________________, a ____________ resident (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of_____________ shares of the common stock , $0.001 par value per share (the “ Common Stock ”), of the Company (the “ Warrant Shares ”), at an exercise priceequal to twenty cents ($0.20) per share (the “ Exercise Price ”). This Warrant may be exercised any time after issuance through and including the fifth (5th)anniversary of its original issuance as noted above (the “ Expiration Date ”), subject to the following terms and conditions:

1. Registration of Warrant . The Company shall, from time to time and whenever requested by the Holder, register this Warrant inconformity with records to be maintained by the Company for such purpose (the “ Warrant Register ”) in the name of the Holder. The Company shall treat theregistered Holder of this Warrant as the absolute owner hereof for any and all purposes, including the exercise hereof or any distribution to the Holder, and theCompany shall not be affected by notice to the contrary.

2. Registration of Transfers and Exchanges . (a) The Company or the transfer agent shall enter or record the transfer of all or any portion of this Warrant in the Warrant Register, upon

surrender of this Warrant to the Company at the office specified herein or pursuant to Section 11 hereof. Upon any such registration or transfer, a new warrant topurchase Common Stock, in substantially the form of this Warrant (any such new warrant hereinafter referred to as a “ New Warrant ”), evidencing the portion ofthis Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall beissued to the Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights andobligations of a holder of a Warrant.

(b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified herein orpursuant to Section 3(b) hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then bepurchased hereunder. Any such New Warrant shall be dated as of the date of such exchange.

3. Duration and Exercise of Warrants .

(a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M., Eastern time, at any time and

from time to time on or after the date hereof to and including the Expiration Date. At 5:00 P.M., Eastern time on the Expiration Date, the portion of this Warrantnot exercised prior thereto shall be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrantwithout the prior written consent of the Holder, which consent shall be given or withheld at the sole and absolute discretion of the Holder.

(b) Subject to Section 2(b) , Section 6 and Section 10 hereof, upon: (x) surrender of this Warrant, together with the Form ofElection to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 11 hereof; and (y) payment of theExercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by theHolder in the Form of Election to Purchase, the Company shall promptly (but in no event later than five (5) business days after the Date of Exercise (as definedbelow)) issue or cause to be issued and cause to be delivered to the Holder in such name(s) as the Holder may designate, a certificate for the Warrant Sharesissuable upon such exercise and free of restrictive legends unless (i) a registration statement covering the resale of the Warrant Shares and naming the Holder as aselling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k)promulgated under the Securities Act then the Warrant Shares will bear a Securities Act restrictive legend, or (ii) this Warrant shall have been issued pursuant to awritten agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive WarrantShares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A “ Date of Exercise ” means the dateon which the Company shall have received (I) this Warrant (or any New Warrant, as applicable), together with the Form of Election to Purchase attached hereto (orattached to such New Warrant) appropriately completed and duly signed; and (II) payment of the Exercise Price for the number of Warrant Shares so indicated bythe holder hereof to be purchased.

(c) This Warrant shall be exercisable in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less thanall of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, aNew Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. In the event theCommon Stock representing the Warrant Shares is not delivered per the written instructions of the Holder within ten (10) business days after the Notice of Electionand Warrant is received by the Company (the “ Delivery Date ”), then the Company shall pay to Holder in cash two percent (2.0%) of the dollar value of theWarrant Shares to be issued for the first day after the Delivery Date that the Warrant Shares are not delivered, and an additional two percent (2.0%) of the dollarvalue of the Warrant Shares to be issued after the Delivery Date for every thirty (30) days thereafter that the Warrant Shares are not delivered. The Companyacknowledges that its failure to deliver the Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult toascertain. Accordingly, the parties hereto agree that it is appropriate to include in this Warrant this provision for liquidated damages. The parties heretoacknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages andtherefore agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. Notwithstanding the foregoing, the paymentof liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shallmake any payments incurred under this Section 3 in immediately available funds within ten (10) business days from the date of issuance of the applicable WarrantShares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of Election for the Company’s failure to issue and deliver CommonStock to the Holder within ten (10) business days following the Delivery Date.

5. Payment of Taxes . Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the issuance ofWarrant Shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in theregistration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability thatmay arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

6. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonablysatisfactory to the Company of such loss, theft or destruction and indemnity, if requested, satisfactory to it. Applicants for a New Warrant under suchcircumstances shall comply with such other reasonable regulations and procedures and pay such other reasonable charges as the Company may prescribe.

7. Reservation of Warrant Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of itsauthorized but unissued Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the numberof Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other actual contingentpurchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8 hereof). The Company covenants that allWarrant Shares that shall be so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof,be duly and validly authorized, issued and fully paid and nonassessable. If the Company does not have a sufficient amount of Common Stock authorized to reservefor the Warrant Shares, it shall, as soon as reasonably practicable, use its best efforts to increase the number of its authorized shares such that the Company willhave a sufficient amount of Common Stock authorized to reserve for the Warrant Shares.

8. Certain Adjustments . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustmentfrom time to time as set forth in this Section 8 . Upon each such adjustment of the Exercise Price pursuant to this Section 8 , the Holder shall thereafter but prior tothe Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying theExercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to suchadjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

(a) An adjustment shall be made, if the Company, at any time while this Warrant is outstanding (i) pays a stock dividend (exceptscheduled dividends paid on outstanding preferred stock as of the date hereof which contain a stated dividend rate) or otherwise make distribution(s) on shares ofits Common Stock or on any other class of capital stock and not the Common Stock payable in shares of Common Stock; (ii) subdivides outstanding shares ofCommon Stock into a larger number of shares; or (iii) combines outstanding shares of Common Stock into a smaller number of shares. If either (i), (ii) or (iii)above occurs, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasuryshares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any)outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination ofstockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision orcombination, and shall apply to successive subdivisions and combinations.

(b) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another entity,the sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange pursuant to which the Common Stock is convertedinto other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities andproperty receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or shareexchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holderwould have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or shareexchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right toreceive the securities or property set forth in this Section 8(b) upon any exercise following any such reclassification, consolidation, merger, sale, transfer or shareexchange.

(c) For the purposes of this Section 8 , the following clauses shall also be applicable:

(i) Record Date . In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them

(A) to receive a dividend or other distribution payable in Common Stock or in securities convertible or exchangeable into shares of Common Stock, or (B) tosubscribe for or purchase Common Stock or securities convertible or exchangeable into shares of Common Stock, then such record date shall be deemed to be thedate of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such otherdistribution or the date of the granting of such right of subscription or purchase, as the case may be.

(ii) Treasury Shares . The number of shares of Common Stock outstanding at any given time shall not include shares owned orheld by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(d) All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(e) Whenever the Exercise Price is adjusted pursuant to Section 8(c) hereof, the Holder, after receipt of the determination by theAppraiser, shall have the right to select an additional appraiser (which shall be a nationally recognized accounting firm), in which case the adjustment shall beequal to the average of the adjustments recommended by each of the Appraiser and such additional appraiser appointed under this Section 8(g) . The Holder shallpromptly mail or cause to be mailed to the Company, a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the factsrequiring such adjustment. Such adjustment shall become effective immediately after the record date mentioned above, if:

(i) the Company shall declare a dividend (or any other distribution) on its Common Stock;

(ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or

purchase any shares of capital stock of any class or of any rights; (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the

Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of theCompany, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or

(v) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then

the Company shall cause to be mailed to the Holder at their last addresses as they shall appear upon the Warrant Register, at least thirty (30) calendar days prior tothe applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to suchdividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer orshare exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled toexchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, shareexchange, dissolution, liquidation or winding up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall notaffect the validity of the corporate action required to be specified in such notice.

9. Payment of Exercise Price . The Holder, at its sole election, may pay the Exercise Price in one of the following manners:

(a) Cash Exercise . The Holder shall deliver immediately available funds; or(b) Cashless Exercise . This Warrant may be exercised by means of a cashless exercise under Rule 144 until such time that a

Registration Statement covering the shares underlying the warrant is declared effective. In such event, the Holder shall surrender this Warrant to the Company,together with a notice of cashless exercise, and the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y (A-B)/A where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

A = the average closing bid price of the Common Stock for the five (5) trading days immediately prior to the Date of Exercise.

B = the Exercise Price. For purposes of Rule 144 of the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shallbe deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have been commenced, on the issue date.

(c) Notwithstanding anything in this Warrant to the contrary, the Holder is limited in the amount of this Warrant it may exercise. Inno event shall the Holder be entitled to exercise any amount of this Warrant in excess of that amount upon exercise of which the sum of (1) the number of shares ofCommon Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act ”)) by the Holder, and (2) the number of Warrant Shares issuable upon the exercise of any Warrants then owned by Holder, would result inbeneficial ownership by the Holder of more than four and ninety-nine one hundredths percent (4.99%) of the outstanding shares of Common Stock of theCompany, as determined in accordance with Rule13d-1(j) of the Exchange Act. Furthermore, the Company shall not process any exercise that would result inbeneficial ownership by the Holder of more than four and ninety-nine one hundredths percent (4.99%) of the outstanding shares of Common Stock of theCompany.

10. Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of thisWarrant. The number of full Warrant Shares which shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number ofWarrant Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 10 , beissuable on the exercise of this Warrant, the Company shall pay an amount in cash equal to the Exercise Price multiplied by such fraction.

11. Notices . Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given andeffective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in thisSection prior to 5:00 p.m. Boston time on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered viafacsimile at the facsimile telephone number specified in this Section later than 5:00 p.m. Boston time on any date and earlier than 11:59 p.m. Boston time on suchdate, (iii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whomsuch notice is required to be given. The addresses for such communications shall be:

If to the Company:

MassRoots, Inc.1624 Market St, Ste 201Denver, CO 80202

If to the Holder:

__________________________

__________________________ __________________________

12. Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, the Companymay appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from anyconsolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transferssubstantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further action. Any suchsuccessor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at theHolder's last address as shown on the Warrant Register.

13. Miscellaneous .

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto. This Warrant may be amended only in writingsigned by the Company and the Holder.

(b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Holder any legalor equitable right, remedy or cause under this Warrant. This Warrant shall inure to the sole and exclusive benefit of the Company and the Holder.

(c) This Warrant shall be governed by and construed and enforced in accordance with the laws of the Commonwealth ofMassachusetts without regard to the principles of conflicts of law thereof.

(d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect

any of the provisions hereof.

(e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity andenforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faithto agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate suchsubstitute provision in this Warrant.

(f) The Company hereby represent and warrants to the Holder that: (i) it is voluntarily issuing this Warrant of its own freewill, (ii) it

is not issuing this Warrant under economic duress, (iii) the terms of this Warrant are reasonable and fair to the Company, and (iv) the Company has hadindependent legal counsel of its own choosing review this Warrant, advise the Company with respect to this Warrant, and represent the Company in connectionwith its issuance of this Warrant.

(g) Any capitalized term used but not defined in this Warrant shall have the meaning ascribed to it in the Subscription Agreement,

of even date herewith, by and between the Company and the Holder. (h) This Warrant 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 Warrant. In the event that any signature is delivered by facsimile transmission, such signatureshall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if suchfacsimile signature were the original thereof.

(i) This Warrant and the obligations of the Company hereunder shall not be assignable by the Company.

(j) Notwithstanding anything in this Warrant to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Holdermakes no representations or covenants that it will not engage in trading in the securities of the Company; (ii) the Company shall, by 8:30 a.m. Boston Time on thetrading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the otherTransaction Documents; (iii) the Company has not and shall not provide material non-public information to the Holder unless prior thereto the Holder Party shallhave executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Holder willbe relying on the acknowledgements set forth in clauses (i) through (iii) above if the Holder effects any transactions in the securities of the Company.

14. Disputes Under This Agreement. All disputes arising under this Warrant shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to

principles of conflict of laws. The parties hereto will submit all disputes arising under this Agreement to arbitration in Denver, Colorado before a single arbitratorof the American Arbitration Association (the “ AAA ”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of theparties, except that such arbitrator shall be an attorney admitted to practice law in the State of Colorado. No party hereto will challenge the jurisdiction or venueprovisions provided in this Section 14 . Nothing in this Section 14 shall limit the Holder's right to obtain an injunction for a breach of this Agreement from a courtof law. Any injunction obtained shall remain in full force and effect until the arbitrator, as set forth in this Section 14 fully adjudicates the dispute.

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[SignatureonFollowingPage]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

MASSROOTS,INC.By: _________________Name: Scott KvetonTitle: CEO

EXHIBITA

FORMOFElECTIONTOpURCHASE MassRoots, Inc. Re: Intention to Exercise Right to Purchase Shares of Common Stock Under the Warrant

Gentlemen:

In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase

_________________ shares of Common Stock, $0.001 par value per share, of MassRoots, Inc.. and, if such Holder is not utilizing the cashless exercise provisionsset forth in the Warrant, encloses herewith $________ in cash, certified or official bank check(s), which sum represents the aggregate Exercise Price for thenumber of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant tothe Warrant. Any capitalized terms used but not defined in this Form of Election to Purchase shall have the meaning ascribed to them in the accompanyingWarrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:

________________________________________________________________________(Please insert SS# or FEIN #)_________________________________________________________________________(Please print name and address)

If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled topurchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase the shares of Common Stock notissuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:_________________________________________________________________________(Please print name and address) _____________________________________________________________________________________________________________________________________________________ ____ Dated: _____________, _____ Name of Holder:

Signed: _____________________________Print Name: ___________________________Title:_______________________________

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

MutualReleaseand

Non-DisparagementAgreement

THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”) is made and shall be effective as of the 13th day of December, 2017(the “Effective Date”) by and between Scott Kveton (“Kveton”) and MassRoots, Inc., a Delaware corporation (the “Company”).

WHEREAS, Kveton has served as Interim Chief Financial Officer of the Company since October 16, 2017;

WHEREAS, the Company and Kveton have agreed, pursuant to that certain Separation Agreement effective as of December 13, 2017 (the “SeparationAgreement”), that Kveton will, upon the fulfillment of certain conditions contained in the Separation Agreement, resign as Chief Executive Officer of theCompany concurrently upon entering into this Release (the “Resignation”); and

WHEREAS, in connection with the Resignation, the Company and Kveton have agreed to certain mutual releases and covenants described herein.

NOW THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree asfollows:

Mutual Release . Kveton, for himself and his heirs, executors, administrators, representatives, agents, and assigns, fully releases and forever discharges theCompany and its parents, subsidiaries, successors, predecessors, and related entities, and their members, managers, officers, directors, agents, employees,attorneys, insurers, and representatives, in such capacities, from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of action,whether known or unknown, accrued or not accrued, as of the date of this Release, with respect to matters relating to or arising out of Kveton’s service as ChiefExecutive Officer of the Company and his Resignation. The Company, and its parents, subsidiaries, successors, predecessors, and related entities, and theirmembers, managers, officers, directors, agents, employees, attorneys, insurers, and representatives, in such capacities, fully release and forever discharge Kvetonand his heirs, executors, administrators, representatives, agents, and assigns from any and all claims, demands, liabilities, obligations, suits, charges, actions, andcauses of action, whether known or unknown, accrued or not accrued, as of the date of this Release, with respect to matters relating to or arising out of: (i)Kveton’s service as Chief Executive Officer of the Company, including but not limited to all matters related to that certain Separation Agreement effective October17, 2017 by and between the Company and Isaac Dietrich whereby Isaac Dietrich resigned as Chief Executive Officer of the Company (the “Dietrich SeparationAgreement”); and (ii) his respective Resignation. Some examples of the items released are claims under federal, state, or local laws, including but not limited to theAmericans with Disabilities Act, the Colorado Anti-Discrimination Act, the Colorado Wage Act, the Colorado State Employee Protection Act, any common law,tort or contract claims, and any claims for attorneys’ fees and costs. Notwithstanding the foregoing, the following items are hereby not released by Kveton: (a) anyclaim that the Company has breached this Agreement; (b) reimbursement of unreimbursed business expenses properly incurred prior to the date upon whichKveton resigned as Chief Executive Officer of the Company in accordance with Article Five of the Amended and Restated Certificate of Incorporation of theCompany; (c) indemnification to which Kveton is entitled as a current or former officer of the Company, or inclusion as a beneficiary of any insurance policyrelated to Kveton’s service as Chief Executive Officer of the Company; and (d) any claims under any applicable federal or state securities laws arising inconnection with the sale of the Company’s securities to Kveton.

In addition, the Company will jointly and severally indemnify, defend, and hold harmless, Kveton for, from, and against any and all Claims, whether known orunknown, fixed or contingent, now existing or later arising, resulting from or arising out: (a) of any breach of any representation, warranty, covenant, or otherobligation of Company in this Agreement; and (b) the operation or business of Company after the Effective Date; and (c) any claims made by any present or futureshareholder or creditor of Company against Company, or any of its present or future officers or directors. This indemnification is in addition and not in lieu ofor otherwise limiting indemnification to which Parties are otherwise entitled.

Covenant Not to Sue . Kveton expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against the Company and he hasnot assigned any claim against the Company to any other person or entity. The Company expressly represents that it has not filed a lawsuit or initiated any otheradministrative proceeding against Kveton and it has not assigned any claim against Kveton to any other person or entity. The Company and its affiliates furtherpromise not to initiate a lawsuit or to bring any other claim against Kveton related to: (i) services rendered by Kveton to the Company in his capacity as ChiefExecutive Officer of the Company, including but not limited to, all matters related to the Dietrich Separation Agreement; (ii) his Resignation; or (iii) any of thematters released pursuant to the terms of this Release. Kveton further promises not to initiate a lawsuit or bring any other claim against the Company related to: (i)services rendered by Kveton to the Company in his capacity as Chief Executive Officer of the Company; (ii) the Resignation; or (iii) any of the matters releasedpursuant to the terms of this Release. Isaac Dietrich, as the sole member of the Board of Directors of the Company, and his affiliates further promise not torecommend to the Company’s shareholders, directors or officers that either should initiate a lawsuit or bring any other claim against Kveton related to servicesrendered by the Kveton to the Company in his capacity as Chief Executive Officer of the Company or related to his Resignation.

Non-Disparagement . The Company or any of its affiliates shall not disparage Kveton or his performance as Chief Executive of the Company or otherwise takeany action which could reasonably be expected to adversely affect Kveton’s personal or professional reputation. Similarly, Kveton shall not disparage theCompany or any of its directors, officers, agents or directors or otherwise take any action which could reasonably be expected to adversely affect the personal orprofessional reputation of the Company or any of its directors, officers, agents or employees. Any civil actions currently pending in any jurisdiction or tribunalshall not be construed as a violation of this Release.

Cooperation . Kveton further agree that he will cooperate fully with the Company and its counsel with respect to any matter (including litigation, investigations, orgovernmental proceedings) which relates to matters with which Kveton was involved during the time he served as Chief Executive Officer of the Company. Kveton shall render such cooperation in a timely manner upon reasonable notice from the Company.

No Admission of Liability . Neither this Release nor the performance of this Release shall be construed as an admission of liability by any party, nor as anadmission against interest by any party, nor as an admission by any party that the party acted wrongly or violated any law, or the rights of any other party, or actedin violation of any duty owed by a party to any other party, nor as a waiver of any defense, including, without limitation, any statute of limitations, laches or otherequitable defense based on the lapse of time that exists or may exist as of the date of this Release. Each party specifically disclaims any liability to any other partyfor any matter addressed by this Release.

Confidentiality . The parties hereto agree to keep the existence and the terms of this Release confidential and, with the exception of the parties’ respective legal andfinancial advisors, agree not to disclose any information concerning this Release or its terms to anyone unless compelled to do so by court order or other lawfulauthority.

Successors and Assigns . This Release will inure to the benefit of and be binding upon the Company and Kveton and their respective successors, executors,administrators, heirs and, in the case of the Company, permitted assigns. The Company may assign this Release to any successor to all or substantially all its assetsand business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise. Kveton may not make any assignment of this Release orany interest herein.

Severability . The provisions of this Release are severable. If any provision or the scope of any provision is found to be unenforceable or is modified by a court ofcompetent jurisdiction, the other provisions or the affected provisions as so modified shall remain fully valid and enforceable.

Entire Agreement; Amendments . Except as otherwise provided herein, this Release contains the entire agreement and understanding of the parties hereto relatingto the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating subjectmatter hereof. This Release may not be changed or modified, except by a Release in writing signed by each of the parties hereto.

Governing Law . This Release shall be governed by, and enforced in accordance with, the laws of the Delaware, without regard to the application of the principlesof conflicts of laws.

Counterparts and Facsimiles . This Release may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall bedeemed an original, and all of which together shall be deemed to be one and the same instrument.

[ SignaturesFollowonNextPage]

IN WITNESS WHEREOF, the parties hereto have caused this Release to be executed as of the date first above written.

MASSROOTS, INC.

__________________________

By: Isaac Dietrich

Title: Sole Director

__________________________

Scott Kveton

SEpARATIONAgREEMENT

This Separation Agreement (this “Agreement”) is entered into by and between MassRoots, Inc., a Delaware corporation (“MassRoots” or the “Company”)and Scott Kveton (“Kveton”) effective as of December 13, 2017. The Company and Kveton may also sometimes be referred to herein individually as a “Party” andcollectively as the “Parties.”

The purpose of this Agreement is to acknowledge Kveton’s resignation, and to provide Kveton with compensation for his services to the Company in hiscapacity as interim Chief Executive Officer.

The Parties, therefore, agree as follows:

1. Upon tendering his resignation pursuant to the resignation letter (the “Resignation Letter”) attached hereto as ExhibitA, effective immediately, onDecember 13, 2017, Kveton resigned as Chief Executive Officer of the Company.

2. Concurrently with the delivery of the Resignation Letter, Isaac Dietrich, as the sole director of the Company, determined (i) to pay the sumof twenty thousand dollars ($20,000.00) to Kveton as compensation for his services and Interim Chief Executive Officer of the Company and (ii) accelerate thevesting of 1,550,000 shares of the Company’s common stock issued to Kveton pursuant to the Company’s 2017 Equity Incentive Plan on June 28, 2017 and aSeverance Payment of $25,000 (collectively, the “Kveton Compensation”);

3. Concurrently with the delivery of the Resignation Letter, the Company and Kveton shall enter into a Mutual Release and Non-Disparagement Agreement, the form of which is attached hereto as ExhibitB.

4. The executed Resignation Letter, Mutual Release and Non-Disparagement Agreement and this Agreement (the “Definitive Documents”)shall be deposited with the law firm of Sheppard Mullin Richter & Hampton LLP, c/o Andrea Cataneo, 30 Rockefeller Plaza, New York, NY 10112-0015 (the“Document Custodian”). Upon receipt of all of the Definitive Documents, the Document Custodian shall instruct the Company to: (i) wire twenty thousand dollars($20,000.00) to Kveton and (ii) release and deliver the Definitive Documents to the Parties, as applicable.

5. At such time as required by applicable securities laws and rules and regulations promulgated thereunder, the Company shall file with theSecurities and Exchange Commission a Form 8-K and any other required regulatory filing, if any, relating to the actions and transactions provided for under thisAgreement.

6. With the exception of the Company’s required regulatory filings, prior to the Company’s disclosure of this Agreement its shareholders at itsnext annual meeting of shareholders, the Parties agree to keep the existence and the terms of this Agreement confidential and, with the exception of the Parties’legal and financial advisors, agree not to disclose any information concerning this Agreement or its terms to anyone unless compelled to do so by court order orother lawful authority.

7. Neither this Agreement nor the performance of this Agreement shall be construed as an admission of liability by any Party, nor as anadmission against interest by any Party, nor as an admission by any Party that the Party acted wrongly or violated any law, or the rights of any other Party, or actedin violation of any duty owed by a Party to any other Party, nor as a waiver of any defense, including, without limitation, any statute of limitations, laches or otherequitable defense based on the lapse of time that exists or may exist as of the date of this Agreement. Each Party specifically disclaims any liability to any otherParty for any matter addressed by this Agreement.

8. The laws of the State of Delaware shall govern the terms of this Agreement without regard to Choice of law principles.

9. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements orunderstanding between the parties hereto pertaining to the subject matter hereof, and may only be modified by a subsequent written agreement that is signed by theparties hereto.

10. If any provision of this Agreement is invalid, that will not affect the validity of the other provisions.

11. This Agreement may be executed in counterparts. If this Agreement is executed in counterparts, each counterpart shall be deemed an original,and all counterparts so executed shall constitute one binding agreement on all parties hereto, notwithstanding that all of the parties are not a signatory to the samecounterpart.

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INWITNESSHEREOF, the Parties have executed this Separation Agreement as of the date first written above. ___________________________________Scott KvetonMASSROOTS, INC., a Delaware corporation___________________________________By: Isaac DietrichTitle: Sole Director

EXHIBITA

TheResignationletter

(formattached)

EXHIBITB

TheMutualReleaseandNon-DisparagementAgreement

(formattached)

EMplOyMENTAgREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of December 12, 2017 (the “Effective Date”), by and betweenMassRoots, Inc. (the “Company”), and IsaacDietrich(the “Executive”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive in the capacity hereinafter stated, and Executive desires to enter into the employ of the Companyin such capacity, on the terms and conditions set forth herein;

WHEREAS, the parties hereto acknowledge that Executive’s employment will be “at will”; and

WHEREAS, the Company and Executive desire to set forth in writing the employment relationship that exists between the Company and Executive.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company andExecutive as follows:

1. Employment . The Company hereby employs Executive as the ChiefExecutiveOfficer(the “Position”) and Executive hereby accepts suchemployment, upon the terms and subject to the conditions set forth in this Agreement.

2. Term of Employmen t. The period of Executive’s employment under this Agreement shall begin as of the Effective Date, and shall continueuntil the termination of employment pursuant to Section 7 below (the “Employment Period”).

3. Duties and Responsibilities . The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’sBoard of Directors of the Company (the “Board”). May from time to time assign to the Executive. Executive shall, during the Employment Period, devote Executive’s full and undivided attention, business energies and talents to fulfilling the duties ofthe Position. Nothing in this Section 3 shall prohibit the Executive from: (A) serving as a director or member of any other board, committee thereof of anyother entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (C)serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection withpersonal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards,memberships or similar associations or affiliations or (E) performing advisory activities, provided, however, such activities are not in competition withthe business and affairs of the Company or would tend to cast Executive in a negative light in the reasonable judgment of the Board.

4. Location of Employment . Executive shall work primarily out of the Company’s offices, with travel required as requested by the Board. 5. Compensation .

(a) Base Salary . Subject to the terms and conditions of this Agreement, during the Employment Period, Executive shall receive anannual salary of onehundredforty-fivethousanddollars($145,000)(“Base Salary”) paid in accordance with the Company’s normal payroll practices.The Company may make such deductions, withholdings or payments from sums payable to Executive hereunder which are required by law for taxes andsimilar charges. The Company will review Executive’s Base Salary in accordance with the Company’s normal payroll procedures.

(b) Annual Bonus . The Executive shall be eligible to receive an annual bonus the (“Annual Bonus”) as determined by theCompensation Committee or the Board (the “Compensation Committee”). The Annual Bonus shall be paid by the Company to the Executive promptlyafter determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets associated with anybonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paidpromptly following the Company’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no suchCompensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shall be deemed to bereferences to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonuscalculated based upon his final day of employment, regardless of whether he is employed by the Company through the conclusion of the fiscal quarter oryear, as the case may be, on which the Annual Bonus is based.

(c) Equity Awards . The Executive shall be eligible for such grants of awards under a Company incentive plan (or any successor orreplacement plan adopted by the Board and approved by the stockholders of the Company, as required by law, or as the Compensation Committee orBoard may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable plan terms and conditions, provided,however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shallsupersede any conflicting provisions governing Share Awards provided under such plan.

6. Expenses . The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel,entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Companyfor its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properlyaccount for such expenses in accordance with Company policies and procedures.

7. Benefits .

(a) Vacation . Executive shall be entitled to use up to as many days as permitted by management per year. (b) Other Benefits . Executive, when and to the extent eligible pursuant to the terms of any such benefit plan, shall be entitled

to participate in such employee benefit plans (e.g., health, dental and life insurance as well as 401k) as those plans may be amended from time totime and as are offered by the Company to its managerial or salaried executive employees and/or its senior executive officers in the solediscretion of the Company. Should Executive elect to participate in any such employee benefit plan, Executive shall be responsible for any andall required employee premiums, contributions, co-insurance and costs associated with said plans.

8. Termination of Employment .

(a) At will Employment . The parties hereto acknowledge that Executive’s employment hereunder is “at will”, that is,Executive may be terminated by the Company or Executive may voluntarily resign, at any time with or without cause. Absent exigentcircumstances, (i) in the event that the Company determines to terminate Executive’s employment hereunder, the Company will provide two (2)week’s notice prior to such termination and (ii) in the event that Executive determines to terminate his employment hereunder, Executive willprovide two (2) week’s notice prior to such termination. If either party provides notice of termination, the Company may, in its sole discretion, atany time during the notice period terminate Executive’s employment effective immediately in consideration for a lump sum payment for theremainder of the two (2) week notice period. The date upon which any party hereto terminates Executive’s employment shall be referred to asthe “Termination Date”. Upon the Termination Date, and except as otherwise specifically set forth herein, the Company shall have no obligation to make payments toExecutive pursuant to Section 5 hereof, except any accrued but unpaid compensation and as otherwise required by law. In addition, the Companyshall reimburse the Executive for expenses incurred pursuant to Section 6 hereof and provide the benefits described in Section 7 hereof forperiods after Executive’s employment with the Company is terminated. If the Executive elects to receive Consolidated Omnibus Budget Reconciliation Act (“ COBRA”) benefits, the Company will pay the premiumrequired for such coverage for the Executive for a period of twelve (12) months from the Termination Date; however, should the Executivebecome enrolled in health benefits by a subsequent employer prior to twelve (12) months following the Termination Date, the Executive mustnotify the Company and the Company’s obligation to pay COBRA co-payments shall thereupon cease. Notwithstanding anything to the contraryin this Agreement, if the Company determines in its sole discretion that it cannot provide the COBRA premiums without potentially violatingapplicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise or penalty tax, the Companywill in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that the Executivewould be required to pay to continue his group health coverage in effect on the Termination Date, which payments will commence in the monthfollowing the month in the Company determines that it cannot provide the COBRA premiums and will end on the earlier of (i) the date theExecutive becomes covered by another health plan, or (ii) twelve (12) months following the Termination Date.

(b) Death . Executive’s employment hereunder shall terminate upon the death of Executive. The Company shall have no

obligation to make payments to Executive pursuant to Section 5 hereof, except any accrued but unpaid compensation and as otherwise requiredby law. In addition, the Company shall provide reimbursement for expenses incurred pursuant to Section 6 hereof. The Company shall have noobligation to make payments to Executive pursuant to Section 7 hereof except as otherwise required by law or the terms of any applicablebenefit plan for periods after the date of Executive’s death, payable to Executive ’s beneficiary, as Executive shall have indicated in writing tothe Company (or if no such beneficiary has been designated, to Executive ’s estate).

9. Non-Disclosure .

(a) Confidential Information . “Confidential Information” means all confidential and proprietary information of the Company,its Affiliates (as defined below), its customers, its prospective customers and its suppliers, whether or not such information is protected bystatute, common law, proprietary rights, or otherwise, and including, without limitation: names, addresses, contact persons and other informationrelating to the Company’s or any Affiliate’s customers or prospective customers and their personnel and suppliers or prospective suppliers andtheir personnel; current, past, potential or prospective commissions, premiums, prices, costs, profits, markets, products, services and innovations;business expansion plans, including electronic business development; internal practices and procedures; trade secrets; technologies,developments, inventions or improvements; and any other information relating to the business of the Company, its Affiliates, customers orsuppliers.

(b) Disclosure of Confidential Information . As an employee of the Company, Executive will learn and will have access to

Confidential Information. Executive acknowledges and agrees that the Company developed this Confidential Information at significant expense,it is proprietary to the Company, and it is and shall remain the exclusive property of the Company. Executive further acknowledges and agreesthat the Confidential Information is highly valuable and proprietary to the Company and that the disclosure of any such Confidential Informationto third parties or the otherwise unauthorized use of the Confidential Information by Executive would cause the Company serious and irreparableharm. Accordingly, Executive agrees not to, without the express, written consent of the Company, while engaged by the Company as anExecutive or after such engagement, disclose, copy, make any use of, or remove from the Company’s premises the Confidential Informationexcept as required in the performance of Executive’s duties and responsibilities to the Company. Upon Executive’s termination as an employeeof the Company, Executive shall immediately deliver to the Company any Confidential Information and all copies thereof, whether in hard copy,computerized or other form, which are in the possession or control of Executive.

(c) Disclosure of Customer and Advertiser Confidential Information . As an employee of the Company, Executive will also

learn and will have access to Confidential Information belonging to the Company’s customers and advertisers. Executive agrees not to, withoutthe express, written consent of the Company, either while engaged by the Company or thereafter, disclose, copy, make any use of, or removefrom the Company’s premises Confidential Information of the Company’s customers or suppliers except as may be required in the performanceof Executive’s duties and responsibilities as an employee of the Company.

“Affiliate” shall mean with respect to any person, any other person, directly or indirectly, through one or more intermediaries, controlling, controlled by,

or under common control with, such first mentioned person. As used in this definition of Affiliate, the term “control” (including “controlled by”, or “undercommon control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person,whether through ownership of voting securities, as trustee, by contract, or otherwise.

10. Technology Ownership . Executive hereby assigns to the Company all inventions, discoveries, designs, trade secrets, formulae, processes,methods, techniques, mask works, improvements, developments, concepts, computer programs, databases and works which Executive may make oracquire during the Employment Period, whether or not during working hours and whether made solely or jointly with others, that (1) are related to theBusiness (as defined below) of the Company at the time they are made or acquired, or (2) are made using the equipment, supplies, facilities, or proprietaryinformation of the Company, as well as all patents, patent applications, copyrights, copyright registrations and all other intellectual property rights whichcover, protect or are embodied in any of the foregoing. “Business” shall mean any business which engages in the setup, scheduling, management or planning of conferences or events, and any other business inwhich the Company may engage during the term of Executive’s engagement.

11. Remedies . Executive acknowledges that the Company may be irreparably injured by a violation of Sections 9 or 10 and agrees that theCompany shall be entitled to an injunction restraining Executive from any actual or threatened breach of Sections 9 or 10 or to any other appropriateequitable remedy without bond or other security being required. Each of the parties to this Agreement will be entitled to enforce its rights under thisAgreement, to recover damages and costs (including reasonable attorney’s fees and expenses) caused by any breach of any provision of this Agreementand to exercise all other rights existing in its favor.

12. Severability; Enforceability . If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part,for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability only, and the remaining terms and provisionsof this Agreement shall continue in full force and effect. The Company and Executive desire and intend that the restrictions be given effect to themaximum extent permitted by law and equity. They therefore respectfully request that any restriction determined to be overbroad in any manner shall beinterpreted or reformed to give that restriction the maximum effect permissible by applicable law and equity, and Executive agrees to the enforcement ofthe restriction as so modified.

13. Waiver of Breach . The waiver by either the Company or Executive of a breach of any provision of this Agreement shall not operate as or bedeemed a waiver of any subsequent breach by either the Company or Executive.

14. Successors . This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns, including anyperson acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

15. Nonalienation . The interests of Executive under this Agreement are not subject to the claims of Executive’s creditors other than theCompany, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered except to Executive’s beneficiary or estate uponhis/her death and except as otherwise required by law. Any attempted assignment in violation of this provision shall be void.

16. Notices . Any notice given by a party under this Agreement shall be in writing and shall be deemed to be duly given (i) when personallydelivered, or (ii) upon delivery by Federal Express, United States Express Mail or similar overnight courier service which provides evidence of delivery,or (iii) when delivered by facsimile transmission if a copy thereof is also delivered in person or by overnight courier.

Notice to the Company shall be sufficient if given to:Isaac [email protected]

Notice to Executive will be sufficient if given to (Executive’s email address):Isaac [email protected]

17. Amendment . This Agreement may not be amended or canceled except by mutual agreement of the parties in writing.

18. No Third Party Beneficiaries . Except for Section 8(b), nothing in this Agreement is intended, nor shall it be construed, to confer any

rights or benefits upon any person other than the parties hereto, and no other person shall have any rights or remedies hereunder.

19. Complete Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the transactionscontemplated herein and supersedes all previous negotiations, commitments, and writings relating to the subject matter hereof.

20. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without

giving effect to the conflict of laws principles thereof. The parties consent to the exclusive jurisdiction of the state and federal courts of Colorado for thepurpose of any suit, action or other proceeding arising out of or otherwise related to this Agreement, and expressly waive any and all objections they mayhave as to venue in any such courts.

21. Section Headings . The Section headings of this Agreement are for convenience of reference only and do not form a part hereof and

do not in any way modify, interpret, or construe the intentions of the parties.

22. Rules of Construction . Whenever the context so requires, the use of the singular shall be deemed to include the plural and viceversa.

23. Counterparts . This Agreement may be executed in one or more counterparts (including by way of facsimile) and all such

counterparts shall constitute one and the same instrument.

24. Arbitration . If a dispute arises under this Agreement that cannot be resolved informally by the parties, a party to the dispute shallinvoke the procedures set forth in this Section 24. All disputes shall be solely and finally determined by arbitration in by one arbitrator in accordance withthe Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be final and binding on the parties; provided,however, that the arbitrator shall base his/her or his/her award on applicable law and judicial precedent, shall include in such award the findings of factand conclusions of law upon which the award is based, and shall not grant any remedy or relief that a court could not grant under applicable law.Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that nothing herein shallimpair the Company’s right to seek equitable relief from a court of competent jurisdiction for a breach or threatened breach of Section 9 or 10 hereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Exeuctive and the Company have executed this Employment Agreement as of the day and year first above written.

MASSROOTS,INC.

By: .

IsaacDietrich,CEO

EXECUTIVE: .

Isaac Dietrich

MassRootsAppointsFounder,IsaacDietrich,ChiefExecutiveOfficerandNewMembersoftheBoard

DENVER, December 13, 2017 -- MassRoots, Inc. (“MassRoots” or the “Company”) (OTCQB:MSRT), one of the leading technology platforms for the regulatedcannabis industry, is pleased to announce MassRoots’ founder, Isaac Dietrich, has been appointed Chief Executive Officer of MassRoots effective as of December12, 2017. Additionally, the MassRoots Board of Directors (“Board”) has been reconstituted to consist of Cecil Kyte, Charles R. Blum, Nathan Shelton, and IsaacDietrich. For more information, please refer to MassRoots’ Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 13, 2017. “I would like to thank each of Tripp Keber, Ean Seeb and Terry Fitch for their service and commitment to our shareholders over the past several years. Theirknowledge and experience were instrumental in building MassRoots into a preeminent technology company in the cannabis industry,” stated MassRoots’ ChiefExecutive Officer, Isaac Dietrich. Scott Kveton resigned from MassRoots effective December 13, 2017. “Isaac Dietrich’s vision and passion have been the driving force behind MassRoots since it was founded,” stated an outgoing member of the Board. “We areconfident that we are leaving MassRoots in capable hands and are excited to watch the Company continue to lead the industry forward.” AboutMassRootsMassRoots, Inc. is one of the leading technology platforms for the regulated cannabis industry. Powered by more than one million registered users, the Company'smobile apps empower consumers to make educated cannabis purchasing decisions through community-driven reviews. Its compliance and point-of-sale system,MassRoots Retail, enables cannabis-related businesses to streamline their retail operations and manage compliance reporting to state regulators. With a significantmarket share of medical cannabis patients in certain markets and more than 25,000 shareholders, the Company believes it is uniquely positioned to best serve theneeds of the cannabis industry. For more information, please visit MassRoots.com/Investors and review MassRoots's filings with the U.S. Securities and ExchangeCommission. Forward-lookingStatementsThis press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,”“potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date ofthis press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations andintentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations orintentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions thatcould cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in theforward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the riskfactors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update orrevise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are madeor to reflect the occurrence of unanticipated events.

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