WARRANT


 


THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE TRANSFERRED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, A "NO-ACTION"
LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION” OR THE “SEC”)
WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


 


MassRoots, Inc.


 


WARRANT NO. JULY 2017 1-__


 


Dated: July __, 2017


 


 


MassRoots, Inc., a corporation organized
under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received from ____________,
a ________________ resident (the “Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company up to a total of ________ shares of the common stock , $0.001 par value per share (the “Common Stock”),
of the Company (the “Warrant Shares”), at an exercise price equal to sixty five cents ($0.65) per share (the
“Exercise Price”). This Warrant may be exercised any time after issuance through and including the fifth (5th)
anniversary of its original issuance as noted above (the “Expiration Date”), subject to the following terms
and conditions:


 


1.       Registration
of Warrant. The Company shall, from time to time and whenever requested by the Holder, register this Warrant in conformity
with records to be maintained by the Company for such purpose (the “Warrant Register”) in the name of the Holder.
The Company shall treat the registered Holder of this Warrant as the absolute owner hereof for any and all purposes, including
the exercise hereof or any distribution to the Holder, and the Company shall not be affected by notice to the contrary.


 


2.       Registration
of Transfers and Exchanges.


 


 (a)The Company
or the transfer agent shall enter or record the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant to the Company at the office specified herein or pursuant to Section 11 hereof. Upon any such registration
or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant hereinafter
referred to as a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the
Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of
the rights and obligations of a holder of a Warrant.


 


(b)       This
Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified herein or pursuant to
Section 3(b) hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant shall be dated as of the date of such exchange.


 






    	 



    	 



    

3.       Duration
and Exercise of Warrants.


 


(a)       This
Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M., Eastern time, at any time and from
time to time on or after the date hereof to and including the Expiration Date. At 5:00 P.M., Eastern time on the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Prior to the Expiration Date,
the Company may not call or otherwise redeem this Warrant without the prior written consent of the Holder, which consent shall
be given or withheld at the sole and absolute discretion of the Holder.


 


(b)       Subject
to Section 2(b), Section 6 and Section 10 hereof, upon: (x) surrender of this Warrant, together with the
Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in
Section 11 hereof; and (y) payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends
to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the
Company shall promptly (but in no event later than five (5) business days after the Date of Exercise (as defined below)) issue
or cause to be issued and cause to be delivered to the Holder in such name(s) as the Holder may designate, a certificate for the
Warrant Shares issuable upon such exercise and free of restrictive legends unless (i) a registration statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are
not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act then the Warrant
Shares will bear a Securities Act restrictive legend, or (ii) this Warrant shall have been issued pursuant to a written agreement
between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive
Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.
A “Date of Exercise” means the date on which the Company shall have received (I) this Warrant (or any New Warrant,
as applicable), together with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed; and (II) payment of the Exercise Price for the number of Warrant Shares so indicated by the holder
hereof to be purchased.


 


(c)       This
Warrant shall be exercisable in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause
to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which
no exercise has been evidenced by this Warrant. In the event the Common Stock representing the Warrant Shares is not delivered
per the written instructions of the Holder within ten (10) business days after the Notice of Election and Warrant is received
by the Company (the “Delivery Date”), then the Company shall pay to Holder in cash two percent (2.0%) of the
dollar value of the Warrant Shares to be issued for the first day after the Delivery Date that the Warrant Shares are not delivered,
and an additional two percent (2.0%) of the dollar value of the Warrant Shares to be issued after the Delivery Date for every
thirty (30) days thereafter that the Warrant Shares are not delivered. The Company acknowledges that its failure to deliver the
Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain.
Accordingly, the parties hereto agree that it is appropriate to include in this Warrant this provision for liquidated damages.
The parties hereto acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and therefore agree that the form and amount of such liquidated damages are reasonable
and will not constitute a penalty. Notwithstanding the foregoing, the payment of liquidated damages shall not relieve the Company
from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shall make any payments incurred
under this Section 3 in immediately available funds within ten (10) business days from the date of issuance of the applicable
Warrant Shares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of Election for
the Company’s failure to issue and deliver Common Stock to the Holder within ten (10) business days following the Delivery
Date.


 






    	 



    	 



    

5. Payment of Taxes.
Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares;
provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


6.       Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and indemnity, if requested, satisfactory
to it. Applicants for a New Warrant under such circumstances shall comply with such other reasonable regulations and procedures
and pay such other reasonable charges as the Company may prescribe.


 


7.       Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant,
free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 8 hereof). The Company covenants that all Warrant Shares that shall be so issuable
and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable. If the Company does not have a sufficient amount of Common
Stock authorized to reserve for the Warrant Shares, it shall, as soon as reasonably practicable, use its best efforts to increase
the number of its authorized shares such that the Company will have a sufficient amount of Common Stock authorized to reserve
for the Warrant Shares.


 


8.       Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 8. Upon each such adjustment of the Exercise Price pursuant to this Section
8, the Holder shall thereafter but prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.


 


(a)       An
adjustment shall be made, if the Company, at any time while this Warrant is outstanding (i) pays a stock dividend (except scheduled
dividends paid on outstanding preferred stock as of the date hereof which contain a stated dividend rate) or otherwise make distribution(s)
on shares of its Common Stock or on any other class of capital stock and not the Common Stock payable in shares of Common Stock;
(ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines outstanding shares of Common
Stock into a smaller number of shares. If either (i), (ii) or (iii) above occurs, the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination, and shall apply to successive subdivisions and combinations.


 






    	 



    	 



    

(b)       In
case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another entity, the
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange pursuant to which
the Common Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise
this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would
have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger,
sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include
such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section
8(b) upon any exercise following any such reclassification, consolidation, merger, sale, transfer or share exchange.


 


(c)       For
the purposes of this Section 8, the following clauses shall also be applicable:


 


(i) Record Date.
In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities convertible or exchangeable into shares of Common Stock,
or (B) to subscribe for or purchase Common Stock or securities convertible or exchangeable into shares of Common Stock, then such
record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription
or purchase, as the case may be.


 


(ii) Treasury Shares.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(d)       All
calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be.


 


(e)       Whenever
the Exercise Price is adjusted pursuant to Section 8(c) hereof, the Holder, after receipt of the determination by the Appraiser,
shall have the right to select an additional appraiser (which shall be a nationally recognized accounting firm), in which case
the adjustment shall be equal to the average of the adjustments recommended by each of the Appraiser and such additional appraiser
appointed under this Section 8(g). The Holder shall promptly mail or cause to be mailed to the Company, a notice setting
forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such
adjustment shall become effective immediately after the record date mentioned above, if:


 


(i)       the
Company shall declare a dividend (or any other distribution) on its Common Stock;


 


(ii)       the
Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock;


 


(iii)       the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights;


 


(iv)       the
approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the
Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the
assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property;
or


 






    	 



    	 



    

(v)       the
Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall
cause to be mailed to the Holder at their last addresses as they shall appear upon the Warrant Register, at least thirty (30)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up; provided, however,
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice.


 


(f)       Subsequent Equity
Sales. In the event that: (i) a Registration Statement on Form S-1 covering the shares underlying this Warrant (the “Applicable
S-1) is not been declared effective by the SEC (the “S-1 Requirement”); and (ii) subsequent to effectiveness of the
Applicable S-1, the market for Company's common stock does not maintain a volume weighted average price of at least seventy-five
($0.75) per share for five consecutive trading days (“VWAP Requirement”, with the S-1 Requirement, the “Subsequent
Equity Sales Requirements”), then, if the Company shall sell or grant any option to purchase, or sell or grant any right
to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such
lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being
understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether
by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or
due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares
of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the
consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Such
adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no
adjustments shall be made, paid or issued under this provision in respect of an Exempt Issuance, which is defined as the exercise
of any outstanding options into shares of common stock under the Company's Employee Stock Option Programs, stock grants under
the Company's Employee Stock Option Programs, and the issuance of common stock for the exercise of the Company's current outstanding
warrants. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance
of any Common Stock or Common Stock Equivalents subject to this provision, indicating therein the applicable issuance price, or
applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this provision, upon
the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. For purposes
of further clarification, the Holder shall not be entitled to any adjustments pursuant to this Section 8(f) upon the Company attaining
the Subsequent Equity Sales Requirements.





 


9.       Payment
of Exercise Price. The Holder, at its sole election, may pay the Exercise Price in one of the following manners:


 


(a)       Cash
Exercise. The Holder shall deliver immediately available funds; or


 






    	 



    	 



    

(b)       Cashless
Exercise. This Warrant may be exercised by means of a cashless exercise under Rule 144 until such time that a Registration
Statement covering the shares underlying the warrant is declared effective. In such event, the Holder shall surrender this Warrant
to the Company, together with a notice of cashless exercise, and the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


X = Y (A-B)/A


 


where:


X = the number of Warrant
Shares to be issued to the Holder.


 


Y = the number of Warrant Shares with
respect to which this Warrant is being exercised.


 


A = the average closing bid price
of the Common Stock for the five (5) trading days immediately prior to the Date of Exercise.


 


B = the Exercise Price.


 


For purposes of Rule 144 of the Securities
Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have been commenced, on
the issue date.


 


(c)       Notwithstanding
anything in this Warrant to the contrary, the Holder is limited in the amount of this Warrant it may exercise. In no event shall
the Holder be entitled to exercise any amount of this Warrant in excess of that amount upon exercise of which the sum of (1) the
number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) by the Holder, and (2) the number of Warrant Shares
issuable upon the exercise of any Warrants then owned by Holder, would result in beneficial ownership by the Holder of more than
four and ninety-nine one hundredths percent (4.99%) of the outstanding shares of Common Stock of the Company, as determined in
accordance with Rule13d-1(j) of the Exchange Act. Furthermore, the Company shall not process any exercise that would result in
beneficial ownership by the Holder of more than four and ninety-nine one hundredths percent (4.99%) of the outstanding shares
of Common Stock of the Company.


 


10.       Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares which shall be issuable upon the exercise of this Warrant shall be computed on the
basis of the aggregate number of Warrant Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant
Share would, except for the provisions of this Section 10, be issuable on the exercise of this Warrant, the Company shall
pay an amount in cash equal to the Exercise Price multiplied by such fraction.


 


11.       Notices.
Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 5:00 p.m. Boston time on a business day, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than
5:00 p.m. Boston time on any date and earlier than 11:59 p.m. Boston time on such date, (iii) the business day following the date
of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be:


 






    	 



    	 



    

If to the Company:


 


MassRoots, Inc.


1624 Market St, Ste 201


Denver, CO 80202


 


If to the Holder:


__________________________


 


__________________________


 


__________________________





 


12.       Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be
a successor warrant agent under this Warrant without any further action. Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.


 


13.       Miscellaneous.


 


(a)       This
Warrant shall be binding on and inure to the benefit of the parties hereto. This Warrant may be amended only in writing signed
by the Company and the Holder.


 


(b)       Nothing
in this Warrant shall be construed to give to any person or corporation other than the Company and the Holder any legal or equitable
right, remedy or cause under this Warrant. This Warrant shall inure to the sole and exclusive benefit of the Company and the Holder.


 


(c)       This
Warrant shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without
regard to the principles of conflicts of law thereof.


 


(d)       The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(e)       In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)       The
Company hereby represent and warrants to the Holder that: (i) it is voluntarily issuing this Warrant of its own freewill, (ii)
it is not issuing this Warrant under economic duress, (iii) the terms of this Warrant are reasonable and fair to the Company,
and (iv) the Company has had independent legal counsel of its own choosing review this Warrant, advise the Company with respect
to this Warrant, and represent the Company in connection with its issuance of this Warrant.


 


(g)       Any
capitalized term used but not defined in this Warrant shall have the meaning ascribed to it in the Subscription Agreement, of
even date herewith, by and between the Company and the Holder.


 






    	 



    	 



    

(h)       This
Warrant may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Warrant. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed)
the same with the same force and effect as if such facsimile signature were the original thereof.


 


(i)       This
Warrant and the obligations of the Company hereunder shall not be assignable by the Company.


 


(j)Notwithstanding
anything in this Warrant to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Holder makes
no representations or covenants that it will not engage in trading in the securities of the Company; (ii) the Company shall, by
8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material
terms of the transactions contemplated hereby and in the other Transaction Documents; (iii) the Company has not and shall not
provide material non-public information to the Holder unless prior thereto the Holder Party shall have executed a written agreement
regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Holder will
be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Holder effects any transactions in the
securities of the Company.


 


14. Disputes Under This Agreement.


 


All disputes arising under
this Warrant shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles
of conflict of laws. The parties hereto will submit all disputes arising under this Agreement to arbitration in Denver, Colorado
before a single arbitrator of the American Arbitration Association (the “AAA”). The arbitrator shall be selected
by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney
admitted to practice law in the State of Colorado. No party hereto will challenge the jurisdiction or venue provisions provided
in this Section 14. Nothing in this Section 14 shall limit the Holder's right to obtain an injunction for a breach
of this Agreement from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator, as
set forth in this Section 14 fully adjudicates the dispute.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


[Signature on Following
Page]




    	 



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


 


MassRoots,
Inc. 


 


By:_________________


Name:Isaac Dietrich


Title: CEO





 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF ELECTION TO PURCHASE


 


MassRoots, Inc.


 


Re: Intention to Exercise Right to
Purchase Shares of Common Stock Under the Warrant


 


Gentlemen:


 


In accordance with
the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _________________shares
of Common Stock, $0.001 par value per share, of MassRoots, Inc.. and, if such Holder is not utilizing the cashless exercise provisions
set forth in the Warrant, encloses herewith $________ in cash, certified or official bank check(s), which sum represents
the aggregate Exercise Price for the number of shares of Common Stock to which this Form of Election to Purchase relates, together
with any applicable taxes payable by the undersigned pursuant to the Warrant. Any capitalized terms used but not defined in this
Form of Election to Purchase shall have the meaning ascribed to them in the accompanying Warrant.


 


The undersigned requests
that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:


 


______________________________________________________________________________________


(Please insert SS# or FEIN #)


______________________________________________________________________________________


(Please print name and address)


 


If the number of shares
of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase
the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:


 





 


________________________________________________________________________________________


(Please
print name and address)



________________________________________________________________________________________








Dated:
_____________, _____Name of Holder:


 


Signed:
________________________


Print
Name:_____________________


Title:__________________________


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)