SEPARATION
AGREEMENT


 


This
Separation Agreement (this “Agreement”) is entered into by and among MassRoots, Inc., a Delaware corporation (“MassRoots”
or the “Company”), Isaac Dietrich (“Dietrich”), Ean Seeb (“Seeb”), Vincent “Tripp”
Keber (“Keber”) and Terence Fitch (“Fitch”) effective as of December 12, 2017. Seeb, Keber and
Fitch are sometimes referred to individually as an “Outgoing Director” and collectively as the “Outgoing Directors”.
The Company, Dietrich and the Outgoing Directors may also sometimes be referred to herein individually as a “Party”
and collectively as the “Parties.”


 


The
purpose of this Agreement is to: (i) provide the Outgoing Directors with compensation for their valuable and necessary services
to the Company in their capacity as directors; (ii) provide a transition plan enabling the Outgoing Directors to resign from the
board and Dietrich, as the sole remaining Director, to appoint qualified successor directors to implement the business developed
by Dietrich and referenced in a memorandum to the Outgoing Directors dated December 11, 2017, a copy of which is attached hereto
as Exhibit A (the “Memorandum”); and (iii) enhance the value of the Company for the benefit of its shareholders.


 


The
Parties, therefore, agree as follows:


 


1.       The
Outgoing Directors and Dietrich, in his a capacity as a director of the Company, have performed a timely comprehensive review
of the qualifications of the three individuals proposed by Dietrich (the “Successor Directors”) to fill the vacancies
at or about the date of the Outgoing Directors’ respective resignations from the board with respect to the execution of
the Company’s business plan as detailed in the Memorandum (the “Due Diligence Review”) which Due Diligence Review
was satisfactorily completed Monday, the 11th of December, 2017.


2.                 
On or about Tuesday, December 12, 2017, the Outgoing Directors and Dietrich, in his capacity as a director of the Company, shall
authorize by resolution of the Board of Directors that the number of directors shall be four (4) until the next annual meeting
of the shareholders (the “Director Resolution”), in accordance with Article II, Section 6 of the Bylaws of MassRoots,
Inc., as amended on March 26, 2014 (the “Bylaws”), the form of which Director Resolution is attached hereto as Exhibit
B.


3.                 
At such time as the Director Resolution is executed by the existing board, each of the Outgoing Directors shall submit a letter
of resignation to the Company in the form of the Resignation Letter attached hereto as Exhibit C.


4.                 
Concurrently with the delivery of all Outgoing Directors’ executed Resignation Letters, Dietrich, in accordance with the
provisions of Article II, Section 3 of the Bylaws, as the sole remaining director, shall resolve: (i) that the Company shall pay
the sum of [] and deliver a Warrant (in the form and as described in Section 8 of this Agreement) to the each Outgoing Director
(the “Director Compensation Resolution”); and (ii) that Scott Kveton (“Kveton”), upon ceasing to serve
as Interim Chief Executive Officer of the Company, shall be compensated by the Company in the sum of  [],
which shall be wired in accordance with his instructions upon the execution of the Definitive Documents, which shall include his
resignation letter (the “CEO Compensation Resolution”).


5.                 
Concurrently with the delivery of each Outgoing Director’s executed Resignation Letter, the Company, Dietrich and each
Outgoing Director shall enter into a Mutual Release and Non-Disparagement Agreement, the form of which is attached hereto as Exhibit
D. Upon appointment to the Company’s Board of Directors, each Successor Director shall execute a Mutual
Release and Non-Disparagement Agreement in substantially the same form as the form attached hereto as Exhibit
D. 



    	 		 



     


    




6.                 
The Restricted Stock Awards to each of the Outgoing Directors pursuant to that certain Unanimous Written Consent of the Director
Compensation Committee of the Board of Directors of MassRoots, Inc. dated July 24, 2017 are hereby cancelled and of no further
force and effect.


7.                 
Pursuant to the Director Compensation Resolution, the Company shall issue warrants to each Outgoing Director, the forms of which
are attached hereto as Exhibit E (the “Warrants”). The number of shares of Common Stock subject to the
Warrant issued to Denver Relief Consulting LLC, a Colorado limited liability company, as designee of Ean Seeb, shall be []
shares. The number of shares of Common Stock subject to the Warrant issued to Keber shall be [] shares. The number of shares
of Common Stock subject to the Warrant issued to Fitch shall be [] shares.


8.                 
The executed Resignation Letters, Director Resolution, Director Compensation Resolution, CEO Compensation Resolution, copies of
the Warrants, Mutual Release and Non-Disparagement Agreement, and this Agreement (the “Definitive Documents”) shall
be deposited with the law firm of Sheppard Mullin Richter & Hampton LLP, c/o Andrea Cataneo, 30 Rockefeller Plaza, New York,
NY 10112-0015 (the “Document Custodian”). Upon receipt of all of the Definitive Documents, the Document Custodian
shall instruct the Company to: (i) wire funds as follows: (a) [] dollars to each of the Outgoing Directors; (b) [] dollars
to the law firm of Ryley Carlock & Applewhite P.C. representing payment of its attorneys fees’ attributable to its representation
of the Outgoing Directors; (c) up to a maximum of [] dollars to the law firm of Sheppard Mullin Richter & Hampton
LLP representing payment of its attorneys fees’ attributable to its representation of Dietrich; and (ii) release and deliver
the Definitive Documents to the Parties, as applicable.


9.                 
At such time as required by applicable securities laws and rules and regulations promulgated thereunder, the Company shall file
with the Securities and Exchange Commission a Form 8-K and any other required regulatory filing, if any, relating to the actions
and transactions provided for under this Agreement.


10.             
Dietrich shall be obligated to include in the proxy solicitation for the next annual meeting of the shareholders an agenda item
consisting of ratification by the shareholders of all of the terms and provisions of this Agreement and all of the actions contemplated
and specified hereby.


11.             
With the exception of the Company’s required regulatory filings, prior to Dietrich’s disclosure of this Agreement
to the Company’s shareholders at the Company’s next annual meeting of its shareholders, the Parties agree to keep
the existence and the terms of this Agreement confidential and, with the exception of the Parties’ legal and financial advisors,
agree not to disclose any information concerning this Agreement or its terms to anyone unless compelled to do so by court order
or other lawful authority.


12.             
Neither the Company nor Dietrich shall interfere with or impede the Outgoing Directors’ efforts to sell their securities,
including but not limited to shares of Company stock now owned (no matter how acquired) or hereafter acquired, options and warrants,
either privately or publicly in the open market, provided that such sales are being made in accordance with relevant securities
laws and limitations under Rule 144 of the Securities Act of 1933. The Outgoing Directors will not be denied a legal opinion of
counsel to lift the restrictive legend from a certificate when eligible, and to the extent that an Outgoing Director wishes to
exercise any outstanding options or warrants held by the Outgoing Director or his affiliates, the Company will process such requests
timely. Any required approvals will not be unreasonably withheld.


13.             
Neither this Agreement nor the performance of this Agreement shall be construed as an admission of liability by any Party, nor
as an admission against interest by any Party, nor as an admission by any Party that the Party acted wrongly or violated any law,
or the rights of any other Party, or acted in violation of any duty owed by a Party to any other Party, nor as a waiver of any
defense, including, without limitation, any statute of limitations, laches or other equitable defense based on the lapse of time
that exists or may exist as of the date of this Agreement. Each Party specifically disclaims any liability to any other Party
for any matter addressed by this Agreement.



    	 		 



     


    




14.             
The Company, Dietrich, and their affiliates shall hold harmless, indemnify, and defend the Outgoing Directors from and against
any and all foreseeable and unforeseeable claims, demands (direct or indirect), losses, liens, fines, penalties, lawsuits or other
proceedings, judgments, awards, costs, and expenses, including, without limitation, financial losses incurred, including any and
all legal costs and attorneys’ fees incurred by the Outgoing Directors, as a result of any violation of this Agreement by
the Company, Dietrich or their affiliates. The Outgoing Directors shall hold harmless, indemnify, and defend the Company from
and against any and all foreseeable and unforeseeable claims, demands (direct or indirect), losses, liens, fines, penalties, lawsuits
or other proceedings, judgments, awards, costs, and expenses, including, without limitation, financial losses incurred, including
any and all legal costs and attorneys’ fees incurred by the Company, as a result of any violation of this Agreement by the
Outgoing Directors.


15.             
The laws of the State of Delaware shall govern the terms of this Agreement without regard to Choice of law principles.


16.             
This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or
understanding between the parties hereto pertaining to the subject matter hereof, and may only be modified by a subsequent written
agreement that is signed by the parties hereto.


17.             
If any provision of this Agreement is invalid, that will not affect the validity of the other provisions.


18.             
This Agreement may be executed in counterparts. If this Agreement is executed in counterparts, each counterpart shall be deemed
an original, and all counterparts so executed shall constitute one binding agreement on all parties hereto, notwithstanding that
all of the parties are not a signatory to the same counterpart.


[Signatures
follow on next page]


 


 




    	 



    	 



    

IN
WITNESS HEREOF, the Parties have executed this Separation Agreement as of the date first written above.


 


 


___________________________________


Ean
Seeb


 


 


___________________________________


Vincent
“Tripp” Keber


 


 


___________________________________


Terrence
Fitch


 


 


___________________________________


Isaac
Dietrich


 


 


MASSROOTS,
INC., a Delaware corporation


 


 


___________________________________


By:
Scott Kveton


Title:
Chief Executive Officer