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”),
shares of its Common Stock (“Common Stock”) and warrants to purchase Common Stock (“Warrants”,
together with the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, the “Securities”)
for the purchase price noted below. There is no minimum investment by any one investor.


Subscription Procedures


(a)       The
undersigned hereby subscribes to purchase _____________ shares of Common Stock and a Warrant 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 (Subscription
                                         Agreement, together with the Confidential Prospective Purchaser Questionnare collectively
                                         referred to as the “Subscription Documents”);



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






Thompson
Hine, LLP


335
Madison Avenue, 12th Floor


New
York, NY 10017


Attn:
Peter J. Gennuso, Esq.


		(iv)	Deliver
                                         a check payable to “MassRoots, Inc.” for an amount equal to the aggregate
                                         amount of Common Stock subscribed for in this offering.



Or wire the funds to:


[ ]


 


(c)       Unless terminated earlier,
by the Company, in its sole discretion, the Offering is scheduled to terminate on July 21, 2017, 5:00 p.m., New York time and
in the Company’s sole discretion without notice may be extended (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, AGREES TO RETURN THE OFFERING MATERIALS 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 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 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. 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, the Warrant and the Confidential Prospective Purchaser Questionnaire
(collectively the “Offering Materials”), all of which the undersigned acknowledges have been provided to the
undersigned. 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.


(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 the Securities must be held indefinitely
unless and until such Securities is registered under the 1933 Act or an exemption from registration is available. 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.”


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 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. The Company represents that it has all requisite power and authority, and all necessary
authorizations, approvals and orders required as of the date hereof to own its properties and conduct its business and to enter
into this Subscription Agreement and the other Offering Materials and to be bound by the provisions and conditions hereof or therein.
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.


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.       In
the event that the Company conducts one or more offerings pursuant to a registration statement declared effective by the SEC within
one year from the date of Closing of this Offering (“Subsequent Offering”), then the Purchaser shall have a right
of participation in such Subsequent Offering to purchase an amount of securities equal to the proportional amount of Securities
subscribed for in this Offering to the total Securities sold in this Offering (“RoFR Right”). In the event of a Subsequent
Offering, the Company shall provide to the Purchaser written notice thereof and allow the Purchaser to exercise the RoFR Right
and participate in the Subsequent Offering upon the same terms and conditions as provided in the Subsequent Offering, at any time
within a period of twenty four (24) hours from the date that the written notice is received by the Purchaser.


9.       The
shares of Common Stock sold in the Offering, including the Shares of Common Stock underlying the Warrants, will be included in
a registration statement on Form S-1 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) within
thirty (30) days after the final Closing of the Offering, and the Company will use its commercially reasonable efforts to have
the registration statement declared effective by the SEC within ninety (90) days after the filing of such registration statement.






    	 



    	 



    

10.       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.


11.       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.


12.       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.


13.       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 ________, 2017.


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


_____________
_____________________________________________


CityStateZip
Code


_________________
 


Social
Security Number


Accepted
this ___ day of _______, 2017, 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


___
__________________________


CityStateZip
Code


___
__________________________


Tax
Identification Number


 


Accepted
this ___ day of _______, 2017, on behalf of MASSROOTS, INC.


 


By:
________________________


Name:


Title: