REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2021, between Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT GREENWAVE TECHNOLOGY SOLUTIONS, INC.Security Agreement • December 6th, 2021 • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 30, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenwave Technology Solutions, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2021, between Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and the Collateral Agent (as defined below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 6th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2021 (this “Agreement”), made by Greenwave Technology Solutions, Inc. (f/k/a MassRoots Inc.), a Delaware corporation (the “Company”), and each subsidiary of the Company signatory hereto (together with the Company and each other Person that executes a joinder and becomes a “Grantor” hereunder, each a “Grantor” and, collectively, the “Grantors”), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Purchasers (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2021 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
FORM OF SENIOR SECURED CONVERTIBLE NOTE]Senior Secured Convertible Note • December 6th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), ISAAC DIETRICH, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). ISAAC DIETRICH MAY BE REACHED AT TELEPHONE NUMBER [●].
