Exhibit 10.8 


 


CONSULTING AGREEMENT


This AGREEMENT made this 18th day of March,
2014 (the “Agreement”), between MassRoots, Inc., a Delaware corporation with its address at 6525 Gunpark Drive,
Ste 370 #150, Boulder, CO 80301, and its predecessors and assigns, (the “Company”)
and Dutchess Opportunity Fund, II, LP, a Delaware limited liability company with its address at 50 Commonwealth
Ave., Suite 2, Boston, MA, 02116 (“DOF”). The Company and DOF are sometimes referred
to herein as a “Party” and together referred to as the “Parties”.


 


W I T N E S S E T H


WHEREAS, the Company
desires to: (i) effectuate a transaction to become a U.S. publicly-traded entity;


WHEREAS, since the
October 1, 2013, DOF and its advisors have assisted the Company with several matters, including, but not limited to, organizing
the Company’s corporate structure and financial records, and establishing sound business practices and procedures;


WHEREAS, the Company
desires to become a publicly traded entity;


WHEREAS, the Company and DOF now
wish to enter into an agreement to more accurately define the terms and conditions of their respective relationship; and


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants set forth in this Agreement, the Company and DOF agree as follows:


1. Scope and Exclusivity
of Engagement.


 


DOF shall
use its best efforts to: (a) continue to assist the Company with organizing its corporate structure and financial records and establishing
sound business practices and procedures; and (b) introduce the Company to various third party service providers, including broker-dealers
registered with the Financial Industry Regulatory Authority (“FINRA”), corporate counsel and independent financial
auditors registered with the PCAOB (collectively, the “Services”). It is acknowledged and agreed by the Company that
DOF possesses no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment
advisor or broker/dealer within the meaning of the applicable state and federal securities laws. DOF shall be the Company’s
exclusive advisor for the Services described in this Agreement from the date of this Agreement through September 30, 2014.


 


2. Acknowledgement of
Duties Performed by DOF. 


 


Since October 1,
2013, DOF has assisted the Company with several matters, including, but not limited to, organizing the Company’s corporate
structure and financial records,




    	 



    	 



    

and establishing sound business practices
and procedures. Further, to prepare the Company to become a publicly-traded entity, DOF and its advisors, have performed comprehensive
due diligence, including, but not limited to, a review of the Company’s financial condition, legal matters (existing and
potential), operations, market and opportunities, tangible and intangible assets, debt instruments, customers, supply chain, regulatory
compliance, financial analysis, document review, and other areas of interest.


Further, DOF has introduced the Company to
a FINRA-registered broker-dealer, qualified legal counsel and a PCAOB-registered independent financial auditor.


 


3. Compensation


 


The Company, as the sole
compensation for DOF’s services, shall grant to DOF or its designees, upon the execution of this Agreement, a 3 year warrant
to purchase up to 4,050,000 (four million fifty thousand) shares of the Company’s common stock (“DOF Warrant”),
at an exercise price of $0.001 (one one thousandth of a dollar) per share. The Company shall also pay to DOF a warrant to
purchase up to two million three hundred and seventy-five thousand (2,375,000) shares exercisable at forty cents ($.40) per share
with a term of three (3) years.


 


4. Reimbursement
of Expenses.


Subject to prior written
consent from both the CEO and Chairman of the Company, DOF shall be reimbursed by the Company for all reasonable office expenses,
telecommunications, travel (excepting commute), lodging, food expenses and other ordinary and necessary business expenses incurred
by DOF in connection with its duties under this Agreement. DOF shall submit to the Company receipts, bills or sales slips for the
expenses incurred. The Company agrees to reimburse DOF for such expenses within three (3) days of presentation by DOF of evidence
of the expenses incurred.


 


5. Term of Engagement.


 


This Agreement shall remain
in effect from the date hereof and will continue until September 30, 2014 (the “Term”), unless terminated sooner either
by DOF or the Company, with cause.


 


6. Representations,
Warranties and Covenants of The Company


 


The Company represents and warrants to, and covenants with,
DOF as follows:


(a)               
Authority. The Company has full corporate power and authority to execute and deliver
this Agreement on behalf of itself and its affiliates and to perform its obligations hereunder, and all consents, authorizations,
approvals and orders required in connection with the execution, delivery and performance hereof have been obtained. This




    	 



    	 



    

Agreement is a valid and binding obligation
of the Company, enforceable in accordance with its terms, except to the extent that the enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity. The execution,
delivery and performance of this Agreement will not conflict with, result in a breach of any of the terms or provisions of, or
constitute a violation or a default under any material agreement or instrument to which the Company is a party or by which the
Company is bound.


 


(b)              
Furnishing Information. The Company shall furnish DOF with such information as DOF
reasonably believes appropriate to its assignment hereunder (all such information so furnished being the “Information”).
The Company recognizes and confirms that DOF (i) will use, and rely primarily on, the Information and information available from
generally recognized public sources (the “Other Information”) in rendering its services without having independently
verified the same, (ii) does not assume responsibility for the accuracy of completeness of the Information and such Other Information,
(iii) will not make an appraisal of any assets of the Company, and (iv) will provide its advice hereunder based on the Information
and the Other Information. The Information to be furnished by the Company, when delivered, will be true and correct in all material
respects and will not contain any misstatement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
The Company shall promptly notify DOF of any material inaccuracy or misstatement in, or material omission from, any Information
theretofore delivered to DOF.


 


(c)Notice of Material Changes.
During the term of this Agreement, the Company will give DOF prompt notice of any material change in the business affairs of the
Company, whether or not arising in the ordinary course of business, as well as such other information concerning the business and
financial condition of the Company as DOF may from time to time reasonably request.


7. Confidential
Information.


 


DOF hereby agrees to the
keep confidential information confidential and shall not disclose such information unless for the performance of this Agreement..


 


8. Indemnification


 


The Company shall
indemnify DOF and its affiliates and their respective directors, officers, employees, agents and controlling persons (DOF and each
such person being an “Indemnified Party”) from and against any and all losses, claims, damages, and liabilities, joint,
or several (collectively, the “Damages”), to which such Indemnified Party may become subject and which relate to or
arise out of any transaction contemplated by this Agreement (including but not limited to any disclosures or omissions made by
DOF) or any role of DOF




    	 



    	 



    

pursuant to this Agreement and shall
reimburse each Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred in connection
with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party to such action or proceeding. Notwithstanding the foregoing, the Company shall
not be liable for indemnification under this paragraph to the extent that any such loss, claim, damage, or liability is determined
in a final judgment by a court of competent jurisdiction to have resulted solely from DOF’s bad faith or gross negligence.


 


DOF shall indemnify
the Company and its affiliates and their respective directors, officers, employees, agents and controlling persons (the Company
and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages, and liabilities,
joint, or several (collectively, the “Damages”), to which such Indemnified Party may become subject and which relate
to or arise out of any transaction contemplated by this Agreement (including but not limited to any disclosures or omissions made
by the Company) or any role of the Company pursuant to this Agreement and shall reimburse each Indemnified Party for all expenses
(including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or
defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party
is a party to such action or proceeding. Notwithstanding the foregoing, DOF shall not be liable for indemnification under this
paragraph to the extent that any such loss, claim, damage, or liability is determined in a final judgment by a court of competent
jurisdiction to have resulted solely from the Company’s bad faith or gross negligence.


 


9. Independent
Contractor Status.


 


Independent Contractor.
DOF is an independent contractor. Nothing in this Agreement shall be construed to: (i) create an employee-employer relationship,
joint venture, partnership, or other shared enterprise, between DOF and the Company, (ii) authorize either DOF to act as an agent
for or otherwise on behalf of the Company, or (iii) confer any rights of employment to DOF. DOF shall not have the right or authority
to make any promise, guarantee, warranty, or representation, or to assume, create, or incur any liability or other obligation of
any kind, express or implied, against or in the name of, or on behalf of, the Company. Nothing in this Agreement shall be construed
to obligate DOF to enter into any further agreement between them or to require or authorize DOF to act on behalf of the Company
in any capacity other than as specifically defined in this Agreement.


 


10. Miscellaneous


 


Notices. All notices, requests,
demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been
duly




    	 



    	 



    

given, made and received when delivered against
receipt or when deposited in the United States mails, first class postage prepaid, addressed as set forth below:


 


(i)                            
If to The Company:


 


MassRoots,
Inc.,


6525 Gunpark Drive,


Ste. 370, #150,


Boulder, CO 80301


 


 


 


(ii)                          
If to DOF:


 


Dutchess Opportunity Fund, II, LP


ATTN: Douglas Leighton


50 Commonwealth Ave., Suite 2


Boston, MA 02116


 


Either the Company or DOF may alter the
address to which communications are sent by giving notice of such change of address in conformity with the provisions of this paragraph
for the giving of notice.


Indulgences. Neither any
failure nor any delay on the part of either DOF or the Company to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence.


 


Controlling Law. This Agreement
shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any legal suit, action or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively
in Suffolk County, MA.


 


Binding Nature of Agreement.
This Agreement shall be binding upon and inure to the benefit of DOF and its respective heirs, personal representatives, successors
and assigns except that DOF may not assign or transfer its rights or obligations under this Agreement without the prior written
consent of Company.


 




    	 



    	 



    

Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party
whose signature appears thereon, and all of which shall together constitute one and the same instrument.


 


Provisions Separable. The
provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole
or in part.


 


Entire Agreement. This Agreement
contains the entire understanding between DOF and the Company with respect to the subject matter hereof, and supersedes all prior
and contemporaneous agreements and understandings, including, but not limited to, , inducements and conditions, express or implied,
oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage
of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement
in writing.


 


Paragraph Headings. The paragraph
headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.


 


Gender. Words used herein,
regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural,
and any other gender, masculine, feminine or neuter, as the context requires.


 


IN WITNESS WHEREOF, DOF and the Company
have executed this Agreement on the date first above written.


DUTCHESS
OPPORTUNITY FUND, II, LP


 


/s/ Douglas Leighton 


Name: Douglas Leighton


Title: Managing Member


 


MASSROOTS, INC.


/s/ Isaac Dietrich


Name: Isaac Dietrich


Title: President & CEO