0001213900-21-053791 Sample Contracts

STOCK ISSUANCE AGREEMENT
Series Z Preferred • October 20th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York

This Series Z Preferred Stock Issuance Agreement (this “Agreement”), being entered into as of this 30th day of September 2021 by and among: Danny Meeks, an individual residing in Virginia (“Meeks”); Empire Services, Inc., a Virginia corporation (“Empire”); and MassRoots, Inc. a Delaware corporation (the “Company”) (together hereafter referred to as “the Parties” and each individually as “the Party”) and shall be made effective the date upon which a certain Settlement Agreement is entered into by and among Iroquois Mater Fund Ltd, MassRoots, Inc., Isaac Dietrich, Danny Meeks and Empire Services, Inc., (the “Effective Date”).

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EXCHANGE AGREEMENT
Exchange Agreement • October 20th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York

This Exchange Agreement (this “Agreement”), dated as of September 30, 2021, is made by and among MassRoots, Inc., a Delaware corporation (the “Company”), and Iroquois Master Fund Ltd. as the holder of the Exchange Securities (as defined below) (the “Holder”).

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