0000721748-14-000599 Sample Contracts

DEBENTURE REGISTRATION RIGHTS AGREEMENT
Debenture Registration Rights Agreement • June 13th, 2014 • MassRoots, Inc. • Services-computer programming, data processing, etc. • Massachusetts

THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2014, by and between MassRoots, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.

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CONSULTING AGREEMENT
Consulting Agreement • June 13th, 2014 • MassRoots, Inc. • Services-computer programming, data processing, etc. • Massachusetts

This AGREEMENT made this 18th day of March, 2014 (the “Agreement”), between MassRoots, Inc., a Delaware corporation with its address at 6525 Gunpark Drive, Ste 370 #150, Boulder, CO 80301, and its predecessors and assigns, (the “Company”) and Dutchess Opportunity Fund, II, LP, a Delaware limited liability company with its address at 50 Commonwealth Ave., Suite 2, Boston, MA, 02116 (“DOF”). The Company and DOF are sometimes referred to herein as a “Party” and together referred to as the “Parties”.

LEAK-OUT AGREEMENT
Leak-Out Agreement • June 13th, 2014 • MassRoots, Inc. • Services-computer programming, data processing, etc.

This LEAK-OUT AGREEMENT supercedes any and all other agreements whether in writing or orally communicated between MassRoots, Inc., a Delaware corporation (the “Company”), and Dutchess Opportunity Fund II LP, a Delaware limited partnership, 50 Commonwealth Ave., Suite 2, 02116, and its affiliates and related parties (herein referred to as the “Holder”).

MASTER SERVICES AGREEMENT
Master Services Agreement • June 13th, 2014 • MassRoots, Inc. • Services-computer programming, data processing, etc. • California

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into on December 18, 2013 (the “Effective Date”) by and between PARSE, LLC, a Delaware corporation with offices at 1601 Willow Road, Menlo Park, California 94025 (“Parse”) and MassRoots, Inc. with offices at ____________________________, (“Customer”).

CONSULTING AGREEMENT
Consulting Agreement • June 13th, 2014 • MassRoots, Inc. • Services-computer programming, data processing, etc. • Delaware

This Agreement is made this 1 day of May, 2014, by and between MassRoots Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and JDE Development LLC a limited liability company organized and existing under the laws of the State of Florida (the “Consultant”).

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