SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2018 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2018, between MassRoots, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT MassRoots, Inc.Common Stock Purchase Warrant • July 9th, 2018 • MassRoots, Inc. • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 5, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MassRoots, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONVERTIBLE SECURED PROMISSORY NOTE DUE JULY 5, 2018Convertible Security Agreement • July 9th, 2018 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
THIS CONVERTIBLE SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Secured Promissory Notes of MassRoots, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2420 17th Street, Office 3118, Denver, Colorado 80202, designated as its Convertible Secured Promissory Note due January 5, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • July 9th, 2018 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of July 5, 2018 (this “Agreement”), is among MassRoots, Inc., a Delaware corporation (the “Company” or the “Debtor”), and the holders of the Company’s Convertible Secured Promissory Notes due six (6) months following their issuance, in the aggregate principal amount of $1,650,000 (which includes a 10% original issuance discount) (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each a “Secured Party” and collectively, the “Secured Parties”).
