MASSROOTS, INC.


SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIES


 


MASSROOTS, INC.,
a Delaware corporation (the “Company”), is offering (this “Offering”) for sale to “accredited
investors” as the term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”),
and up to 35 qualfied investors, shares of its Common Stock (“Common Stock” or the “Securities”)
for the purchase price noted below. The minimum investment is 40,000 shares of Common Stock ($24,000), but may be waived by the
Company at its descrition. 


 


Subscription Procedures


 


	(a)		The undersigned hereby subscribes to purchase _________ shares of Common Stock. The
undersigned agrees to pay an aggregate of $_______ as the subscription amount for the Securities being purchased hereunder (the
“Subscription Amount”).



 


	(b)		To subscribe, the undersigned must:



 


	(i)		complete and sign this Subscription Agreement; and



 


	(ii)		complete and sign the accompanying Confidential Prospective Purchaser Questionnare
(“Questionnaire”, together with the Subscription Agreement referred to as the “Subscription Documents”);



 




	(iii)		return the completed and signed Subscription Documents on behalf of the Company at
the following address:



 




MassRoots, Inc. 

2247 Federal Blvd., 

Denver, CO 80211


 


	(iv)		Deliver a check payable to “MassRoots, Inc.” to the address above for
an amount equal to the aggregate amount of Common Stock subscribed for in this offering.
	 	 	 
	 	 	Or wire the funds to:
	 	 	Account Name: MassRoots, Inc.
	 	 	Routing Number: 051408949
	 	 	Account Number: 0261069594
	 	 	Bank Name: Towne Banke
	 	 	Bank Address: 6001 Harbour View Blvd, Suffolk, VA,
23435























 


	(c)		Unless terminated earlier, by the Company, in its sole discretion, the Offering is
scheduled to terminate on April 30, 2015 unless extended by us, in our discretion, for an additional 90 days (the “Offering
Period”).



	(d)		The Company will hold a closing on and issue the Securities upon the receipt and acceptance
of the Subscription Documents and the Subcription Amount (each a “Closing”). The date of each such Closing
is referred to herein as the Closing Date.



	(e)		All subscription proceeds will be deposited into the Company’s bank account
as provided herein. Upon each Closing, the funds, subject to the payment of the expenses and fees incurred in connection with
this Offering, will be immediately available to the Company. In the event that an investor’s subscription is rejected by
the Company, or this Offering is terminated for any reason without a closing, subscription proceeds will be promptly refunded
without interest thereon or deduction therefrom.



 



    	 	 	 



    	 



    




Prospective
Investors should retain their own professional advisors to review and evaluate the economic, tax, and other consequences of an
investment in the Company.


 


THE SECURITIES OFFERED HEREBY,
HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. NO STATE SECURITIES LAW ADMINISTRATOR HAS PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.


 


IT IS INTENDED THAT THE SECURITIES
OFFERED HEREBY WILL BE MADE AVAILABLE TO ACCREDITED INVESTORS, AS DEFINED IN REGULATION D AND RULE 501 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND UP TO THIRTY-FIVE NON-ACCREDITED INVESTORS. THE SECURITIES OFFERED HEREBY
ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES
LAWS FOR NONPUBLIC OFFERINGS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO WHICH THE OFFERING WILL BE MADE AND RESTRICT
SUBSEQUENT TRANSFERS OF THE INTERESTS.


 


THE SECURITIES OFFERED HEREBY
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO
REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS OFFERING.


 


NO SECURITIES MAY BE RESOLD
OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE
APPLICABLE FEDERAL OR STATE


SECURITIES
LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.


THE OFFEREE, BY ACCEPTING
DELIVERY OF THE OFFERING MATERIALS (AS DEFINED BELOW), AGREES TO RETURN THE OFFERING MATERIALS (AS DEFINED BELOW)AND ALL ACCOMPANYING
OR RELATED DOCUMENTS TO THE COMPANY UPON REQUEST IF THE OFFEREE DOES NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.


 


ANY OFFERING MATERIALS (AS
DEFINED BELOW) SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE SECURITIES DO NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. ANY REPRODUCTION OR DISTRIBUTION OF ANY
OFFERING MATERIALS (AS DEFINED BELOW) IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR CONTENTS, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIM/HERSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.


 






    	 	 	 



    	 



    

NASAA UNIFORM LEGEND


 


IN MAKING AN INVESTMENT DECISION
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT OR THE OFFERING MATERIALS
(AS DEFINED BELOW). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


The undersigned
acknowledges that the Securities will not be registered under the 1933 Act, or the securities laws of any State, that absent an
exemption from registration contained in those laws, the issuance and sale of such Securities would require registration, and
that the Company's reliance upon such exemption is based upon the undersigned's representations, warranties, and agreements contained
in the Offering Materials (as defined below).


 


	1.		The undersigned represents, warrants, and agrees as follows:



	(a)		The undersigned agrees that this Subscription Agreement is and shall be irrevocable.



	(b)		The undersigned has carefully read this Subscription Agreement, Confidential Private
Offering Memorandum and the Confidential Prospective Purchaser Questionnaire (collectively the “Offering Materials”),
all of which the undersigned acknowledges having received. The undersigned has been given the opportunity to ask questions of,
and receive answers from the Company concerning the terms and conditions of this Offering and the Offering Materials and to obtain
such additional written information, to the extent the Company possesses such information or can acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the same as the undersigned desires in order to evaluate the investment.
The undersigned further acknowledges that the undersigned fully understands the Offering Materials, and the undersigned has had
the opportunity to discuss any questions regarding any of the Offering Materials with the undersigned’s counsel or other
advisor. Notwithstanding the foregoing, the only information upon which the undersigned has relied is that set forth in the Offering
Materials and the undersigned’s own independent investigation. The undersigned acknowledges that the undersigned has received
no representations or warranties from the Company or its employees, director, or agents in making this investment decision other
than as set forth in the Offering Materials.



	(c)		The undersigned is aware that the purchase of the Securities is a speculative investment
involving a high degree of risk and that there is no guarantee that the undersigned will realize any gain from this investment,
and that the undersigned could lose the total amount of the undersigned's investment and can bear to afford the risk of losing
the entire investment.



	(d)		The undersigned understands that no federal or state agency has made any finding or
determination regarding the fairness of this Offering of the Securities for investment, or any recommendation or endorsement of
this Offering of the Securities.



	(e)		The undersigned is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D under the 1933 Act. The undersigned has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the purchase of the Securities. The undersigned is not registered as
a broker or dealer under Section 15(a) of the 1934 Act, affiliated with any broker or dealer registered under Section 15(a) of
the Securities Exchange Act of 1934, as amended, or a member of the Financial Industry Regulatory Authority.




    	 	 	 



    	 



    
	(f)		Each of this Agreement and the Offering Materials have been duly and validly authorized,
executed and delivered on behalf of the undersigned and is a valid and binding agreement of the undersigned enforceable against
the undersigned in accordance with their terms, subject as to enforceability to general principles of equity and to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies. The undersigned has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the Offering Materials and each other agreement entered into
by the parties hereto in connection with the transactions contemplated by this Agreement.



	(g)		The execution, delivery and performance of this Agreement and the Offering Materials
by the undersigned and the consummation by the undersigned of the transactions contemplated hereby and thereby will not (i) result
in a violation of the certificate of incorporation, by-laws or other documents of organization of the undersigned, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the undersigned
is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the undersigned.



	(h)		The undersigned understands that there is no public trading market for the Securities
and that a trading market may never develop, and the Securities must be held indefinitely unless and until such Securities is
registered under the 1933 Act or an exemption from registration is available. As such, the undersigned is aware that it may not
be possible for the undersigned to liquidate his or her investment in case of emergency, if at all. The undersigned is aware that
any person to whom the undersigned may subsequently wish to sell the Securities (if the Securities is not then registered) may
have to satisfy standards of suitability at least as stringent as those set forth herein and that, in addition, the prior written
approval of any such sale by certain state securities regulatory authorities may be required. The undersigned has been advised
or is aware of the provisions of Rule 144 promulgated under the 1933 Act.



	(i)		The undersigned understands that the Securities is being offered and sold in reliance
on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying
upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned
set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire
the Securities.



 


	(j)		The undersigned is purchasing the Securities for the undersigned's own account, with
the intention of holding the Securities, with no present intention of dividing or allowing others to participate in this investment
or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any
sale, transfer, or pledge thereof without registration under the Act and any applicable securities laws of any state or unless
an exemption from registration is available under those laws.



	(k)		The undersigned represents that the undersigned, if an individual, has adequate means
of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment
in the Securities. The undersigned has no reason to anticipate any material change in his or her personal financial condition
for the foreseeable future.



	(l)		The undersigned is financially able to bear the economic risk of this investment,
including the ability to hold the Securities indefinitely or to afford a complete loss of the undersigned’s investment in
the Securities.




    	 	 	 



    	 



    
	(m)		The undersigned represents that the undersigned's overall commitment to this investment
is not disproportionate to the undersigned's net worth, and the undersigned's investment in the Securities will not cause such
overall commitment to become excessive. The undersigned understands that the statutory basis on which the Securities are being
sold to the undersigned and others would not be available if the undersigned's present intention were to hold the Securities for
a fixed period or until the occurrence of a certain event. The undersigned realizes that in the view of the Commission, a purchase
now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value,
or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with
a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Securities, and for
which such Securities may be pledged as security or as donations to religious or charitable institutions for the purpose of securing
a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's representations
to the Company and the Commission would then regard such sale as a sale for which the exemption from registration is not available.
The undersigned will not pledge, transfer, or assign this Subscription Agreement.



	(m)		The undersigned represents that the funds provided for this investment are either
separate property of the undersigned, community property over which the undersigned has the right of control, or are otherwise
funds as to which the undersigned has the sole right of management.



	(n)		FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned
is a partnership, corporation, trust, or other entity, (i) the undersigned has enclosed with this Subscription Agreement appropriate
evidence of the authority of the individual executing this Subscription Agreement to act on its behalf (e.g., if a trust, a certified
copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy
of the articles of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose of acquiring the Securities, (iii) the undersigned
has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations
and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required,
by the governing board of such entity and is not prohibited by the governing documents of the entity.



	(o)		The address shown under the undersigned's signature at the end of this Subscription
Agreement is the undersigned's principal residence if he or she is an individual, or its principal business address if a corporation
or other entity.



	(p)		The undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Securities.



	(q)		The undersigned acknowledges that the certificates for the Securities which the undersigned
will receive will contain a legend substantially as follows:



“THE SECURITIES
WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER
SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT IS AVAILABLE.”


 


The undersigned
further acknowledges that (i) if the Company’s Common Stock becomes publicly traded, any necessary stop transfer orders
will be placed upon the Company’s Common Stock, in accordance with the Act, and (ii) the Company is under no obligation
to aid the undersigned in obtaining any exemption from the registration requirements.


 


	2.		The undersigned expressly acknowledges and agrees that the Company is relying upon
the undersigned's representations contained in the Offering Materials.




    	 	 	 



    	 



    
	3.		The undersigned subscriber acknowledges that the undersigned understands the meaning
and legal consequences of the representations and warranties which are contained herein and hereby agrees to indemnify, save and
hold harmless the Company and its officers, directors and counsel, from and against any and all claims or actions arising out
of a breach of any representation, warranty or acknowledgment of the undersigned contained in any of the Offering Materials. Such
indemnification shall be deemed to include not only the specific liabilities or obligations with respect to which such indemnity
is provided, but also all reasonable costs, expenses, counsel fees and expenses of settlement relating thereto, whether or not
any such liability or obligation shall have been reduced to judgment. In addition, the undersigned's representations, warranties,
and indemnification contained herein shall survive the undersigned's purchase of the Securities hereunder. The undersigned specifically
acknowledges that he has reviewed the risks set forth in the Offering Materials, as well as the financial statements included
therein.



	4.		The Company represents, warrants, and agrees as follows:



	(a)		The Company represents that it has been duly and validly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of Delaware, and has the requisite corporate power
and authorization to own its properties and to carry on its business as now being conducted.



	(b)		The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Subscription Agreement and the other Offering Materials, and to issue the Securities in accordance
with the terms hereof and thereof, (ii) the execution and delivery of the Subscription Agreement and the other Offering Materials
by the Company and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by the
Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its
shareholders, (iii) the Subscription Agreement and the other Offering Materials have been duly and validly executed and delivered
by the Company, and (iv) the Subscription Agreement and the other Offering Materials constitute the valid and binding obligations
of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors' rights and remedies.



	(c)		The Company further represents that the securities offered hereby are being offered
pursuant to an exemption from the registration requirements of the 1933 Act and applicable state securities laws for nonpublic
offerings.



	(d)		The execution, delivery and performance of this Subscription Agreement and the other
Offering Materials by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will
not (i) result in a violation of the Articles of Incorporation, any rights of any outstanding series of preferred stock of the
Company or the Bylaws or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time
or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company is a party, or result
in a violation of any law, rule, regulation, order, judgment or decree, including United States federal and state securities laws
and regulations or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.



	5.		The undersigned agrees and acknowledges that the Company has the right to utilize
the services of a placement agent and if utilized, may receive a cash commission, at a rate that is compatible with industry standards,
from the Securities sold by such placement agent.



	6.		Except as otherwise specifically provided for hereunder, no party shall be deemed
to have waived any of his, her, or its rights hereunder or under any other agreement, instrument, or papers signed by any of them
with respect to the subject matter hereof unless such waiver is in writing and signed by the party waiving said right. Except
as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right with respect to the
subject matter hereof shall operate as a waiver of such right or of any such other right. A waiver on any one occasion with respect
to the subject matter hereof shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All
rights and remedies with respect to the subject matter hereof, whether evidenced hereby or by any other agreement, instrument,
or paper, will be cumulative, and may be exercised separately or concurrently.




    	 	 	 



    	 



    
	7.		The parties have not made any representations or warranties with respect to the subject
matter hereof not set forth herein, and this Subscription Agreement, together with any instruments executed simultaneously herewith,
constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore
existing between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such
instrument, which alone fully and completely express their agreement.



	8.		This Subscription Agreement may not be changed, modified, extended, terminated, or
discharged orally, but only by an agreement in writing, which is signed by all of the parties to this Subscription Agreement.



	9.		The parties agree to execute any and all such other and further instruments and documents,
and to take any and all such further actions reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.



	10.		If any provision or any portion of any provision of this Subscription Agreement or
the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable,
the remaining portion of such provision and the remaining portion of such provision as is held invalid or unenforceable to persons
or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.



	11.		This Subscription Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and the undersigned hereby consents to the jurisdiction of the courts of the State of Colorado
and/or the United States District Court for Colorado.



 



    	 	 	 



    	 



    

ALL SUBSCRIBERS MUST COMPLETE A COPY OF THIS
PAGE


 


(Print Name of Subscriber)


 


IN WITNESS
WHEREOF, the undersigned has executed this Subscription Agreement on this ____ day of ___, 2015.


 


Securities Subscription Amount $_____ 


	1.		|__|Individual



	2.		|__|Joint Tenants with Right of Survivorship



	3.		|__|Community Property



	4.		|__|Tenants in Common



	5.		|__|Corporation/Partnership



	6.		|__|IRA of________________



	7.		|__|Trust



Date
Opened ___________


	8.		|__|As A Custodian For________________



Under the
Uniform Transfer to Minors Act of the


State of ___________ 


	9.		|__|Married with Separate



Property


	10.		|__|Keogh of ____________



  


EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON


 





	Exact Name in Which Title is to be Held
	Signature 
	Name (Please Print) 
	Title of Person Executing Agreement 
	Address: Number and Street
	City State Zip Code 
	Social Security Number 






 


Accepted
this ___ day of _______, 2015, on behalf of MASSROOTS, INC.


 


 


By:


Name:


Title:


 






    	 	 	 



    	 



    

EXECUTION BY SUBSCRIBER
WHICH IS A CORPORATION,


PARTNER, TRUST, ETC.


 


	Exact Name in Which Title is to be Held
	(Signature)
	Name (Please Print)
	Title of Person Executing Agreement 
	Address: Number and Street
	City State Zip Code
	Tax Identification Number 









 


Accepted
this ___ day of _______, 2015, on behalf of MASSROOTS, INC.


 


By: 


Name:


Title: