SEPARATION
AGREEMENT


 


This
Separation Agreement (this “Agreement”) is entered into by and between MassRoots, Inc., a Delaware corporation (“MassRoots”
or the “Company”) and Scott Kveton (“Kveton”) effective as of December 13, 2017. The Company and
Kveton may also sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”


 


The
purpose of this Agreement is to acknowledge Kveton’s resignation, and to provide Kveton with compensation for his services
to the Company in his capacity as interim Chief Executive Officer.


 


The
Parties, therefore, agree as follows:


 


1.       Upon
tendering his resignation pursuant to the resignation letter (the “Resignation Letter”) attached hereto as Exhibit
A, effective immediately, on December 13, 2017, Kveton resigned as Chief Executive Officer of the Company.


2.                 
Concurrently with the delivery of the Resignation Letter, Isaac Dietrich, as the sole director of the Company, determined (i)
to pay the sum of twenty thousand dollars ($20,000.00) to Kveton as compensation for his services and Interim Chief Executive
Officer of the Company and (ii) accelerate the vesting of 1,550,000 shares of the Company’s common stock issued to Kveton
pursuant to the Company’s 2017 Equity Incentive Plan on June 28, 2017 and a Severance Payment of $25,000 (collectively,
the “Kveton Compensation”);


3.                 
Concurrently with the delivery of the Resignation Letter, the Company and Kveton shall enter into a Mutual Release and Non-Disparagement
Agreement, the form of which is attached hereto as Exhibit B.


4.                 
The executed Resignation Letter, 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 twenty thousand dollars ($20,000.00) to Kveton and (ii) release and deliver the Definitive
Documents to the Parties, as applicable.


5.                 
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.


6.                 
With the exception of the Company’s required regulatory filings, prior to the Company’s disclosure of this Agreement
its shareholders at its next annual meeting of 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.


7.                 
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.



    	 		 



     


    




8.                 
The laws of the State of Delaware shall govern the terms of this Agreement without regard to Choice of law principles.


9.                 
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.


10.             
If any provision of this Agreement is invalid, that will not affect the validity of the other provisions.


11.             
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.


 


 


 


 


___________________________________


Scott
Kveton


 


 


MASSROOTS,
INC., a Delaware corporation


 


 


___________________________________


By:
Isaac Dietrich


Title:
Sole Director




    	 



    	 



    

EXHIBIT
A


 


The
Resignation Letter


 


(form
attached)




    	 



    	 



    

EXHIBIT
B


 


The
Mutual Release and Non-Disparagement Agreement


 


(form
attached)