Exhibit 10.5


 


NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


massroots,
inc.


 


Convertible
Note


	Issuance Date:  December 6, 2019	Original Principal Amount:   $[  ]
	Note No. [  ]	Consideration Paid at Close:   $[  ]


 


FOR VALUE RECEIVED,
MassRoots, Inc. a Delaware corporation (the “Company”), hereby promises to pay to the order of [   ]
or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant
to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the
Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and
to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out
above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date
or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).


 


The Original Principal
Amount is $[  ] ([  ] dollars) plus accrued and unpaid interest and any other fees. The Consideration is $[  ] ([  ] dollars) payable
by wire transfer (there exists a $[  ] original issue discount (the “OID”)). The Holder shall pay $[  ] of Consideration
upon closing of this Note. For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount,
as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any
accrued but unpaid interest, collection and enforcements costs, and any other fees, penalties, damages or charges incurred under
this Note.


 


GENERAL TERMS


 


(a) Payment
of Principal. The “Maturity Date” shall be June 6, 2020, as may be extended at the option of the Holder in
the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity
Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date
(as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event
of Default. 


 


(b) Interest.
Interest shall accrue at a rate of twelve percent annually (12%) (“Interest Rate”) beginning on the Issuance
Date to the Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to
the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers
of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied. 


 






     


     


    


 


(2) EVENTS
OF DEFAULT. 


 


(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 


(i) The
Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note (including,
without limitation, the Company’s failure to pay any redemption payments or amounts hereunder); 


 


(ii) A
Conversion Failure as defined in section 3(b)(ii)


 


(iii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company
or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any
such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with
a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall
by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate
or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;


 


(iv) The
Company or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement
of the Company or any subsidiary of the Company in an amount exceeding $50,000, whether such indebtedness now exists or shall hereafter
be created; and


 


(v) The
Common Stock is suspended or delisted for trading on the Over the Counter OTCQB Venture Marketplace or OTCPink Open Marketplace
(the “Primary Market”). 


 


(vi) The
Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


 


(vii) The
Company loses its status as “DTC Eligible.”


 






    2


     


    

 


(viii) The
Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities &
Exchange Commission.


 


(ix) The
Company shall fail to reserve and keep available out of its authorized Common Stock a number of shares equal to at least 3 (three)
times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note. This requirement
shall be waived until December 31, 2019.


 


(x) The
Company shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but
not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements
for XBRL filings, and requirements for disclosure of financial statements on its website.


 


(b) Upon
the occurrence of any Event of Default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance immediately
prior to the occurrence of the Event of Default (the “Default Effect”) and a penalty of $100 (one hundred) per day
shall accrue until the default is remedied. The Default Effect shall automatically apply upon the occurrence of an Event of Default
without the need for any party to give any notice or take any other action. In addition, all amounts due and payable under
the Note shall, at the election of the holder, accelerate and become immediately due and payable upon notice from the Holder to
the Company.


 


(3) CONVERSION
OF NOTE.   This Note shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth
in this Section 3.


 


(a) Conversion
Right. Subject to the provisions of Section 3(c), at any time after the Issuance Date, the Holder shall be entitled to convert
any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common
Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock issuable
upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion
Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the
issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share
of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs and any
other fees or costs that may be incurred or charged in connection with the issuance of shares of the Company’s Common Stock
to the Holder arising out of or relating to the conversion of this Note. 


 


(i) “Conversion
Amount” means the portion of the Original Principal Amount and Interest to be converted, plus any penalties, redeemed
or otherwise with respect to which this determination is being made.


 


(ii) “Conversion
Price” shall equal $0.01 (one cent) per share. Upon an Event of Default, the Conversion Price shall be 60% of the average
of the three lowest closing bid prices of the Company’s common stock as reported by Bloomberg L.P. the twenty days prior
to the Conversion Date. 


 






    3


     


    

 


(b) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time,
on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion
Notice”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the
“Share Delivery Date”), the Company shall (A) if legends are not required to be placed on certificates of Common
Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided
that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer
Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s
balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice,
a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder
shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note
is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the
Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later
than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing
the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion
of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission
of a Conversion Notice.


 


(ii) Company’s
Failure to Timely Convert. If within two (2) Trading Days after the Company’s receipt of the facsimile or email copy of a Conversion
Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of shares
of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”),
the Original Principal Amount of the Note shall increase by $2,000 per day until the Company issues and delivers a certificate
to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled
upon such holder’s conversion of any Conversion Amount (under Holder’s and Company’s expectation that any damages will
tack back to the Issuance Date). Company will not be subject to any penalties once its transfer agent processes the shares to
the DWAC system. If the Company fails to deliver shares in accordance with the timeframe stated in this Section, resulting
in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in
part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the
Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder’s and Company’s expectations
that any returned conversion amounts will tack back to the original date of the Note).


 


(iii)   DWAC/FAST
Eligibility.   If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer (such
as by delivering a physical stock certificate), or if there is a Conversion Failure as defined in Section 3(b)(ii), and if the
Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written
notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole
by either of the following options at Holder’s election:


 


Market Price
Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s brokerage
account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized by Holder) x (Number of shares
receivable from the conversion)].


 


Option A –
Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made
by the third business day from the time of the Holder’s written notice to the Company.


 


Option B –
Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to the
Outstanding Balance (under Holder’s and the Company’s expectation that any Market Price Loss amounts will tack back
to the Issuance Date).


 






    4


     


    

 


In the case that conversion
shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion Price will apply.


 


(iv) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount
represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and
the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use
such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note
upon conversion.


 


(c) Limitations
on Conversions or Trading.


 


(i) Beneficial
Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any
portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect
to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own
(as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of
the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment
of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at
the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess
of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall
be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this
Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance
in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for
the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal
amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event
that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced
with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common
Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding. The provisions of this Section may
be waived by Holder upon not less than 65 days prior written notification to the Company.


 


(ii) Capitalization.
So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish to the Holder the then-current
number of common shares issued and outstanding, the then-current number of common shares authorized, and the then-current number
of shares reserved for third parties.


 






    5


     


    

 


(d) Other
Provisions.


 


(i)   Share
Reservation.   The Company shall at all times reserve and keep available out of its authorized Common Stock a number of shares
equal to at least 3 (three) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts
under this Note; and within 3 (three) Business Days following the receipt by the Company of a Holder’s notice that such minimum
number of shares of Common Stock is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common
Stock to comply with such requirement. The Company will at all times reserve at least 15,000,000 shares of Common Stock for conversion.
The share reservation requirement shall be waived until December 31, 2019.


 


(ii)   Prepayment.   During
the first 180 days this Note is in effect, upon five business days’ notice to Holder (“Notice Period”), the Company
may redeem this Note by paying to the Holder an amount as follows (“Redemption Amount”): (i) if the redemption is within
the first 90 days this Note is in effect, then for an amount equal to 120% of the Outstanding Balance of this Note, (ii) if the
redemption is on or between the 91st and 180th day this Note is in effect, then for an amount equal to 135%
of the Outstanding Balance of this Note. This Note may not be redeemed after 180 days without written consent of the Holder. The
redemption must be closed and paid for within 3 business days following the Notice Period or the redemption will be invalid and
the Company may not redeem this Note. The Holder may convert this Note pursuant to the terms hereof at all times, including during
the Notice Period, until the Redemption Amount has been received in full.


 


(iii) All
calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 


(iv) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the
Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein
and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law. 


 


(4) 
Charges and Expenses.  Issuance of Common Stock to Holder, or any of its
assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal
opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. The Company
shall pay all Transfer Agent fees, legal opinion letter fees, as well as brokerage and clearing firm fees incurred by Holder
for the issuance and deposit of the Common Stock to Holder pursuant to any conversion of this Note, as well as any and all
other fees and charges required by the respective parties as a condition to effectuate such issuance or clear such deposit.  Any
such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal
to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144. ​


 


(5) REISSUANCE
OF THIS NOTE.


 


(a) Assignability.
The Company may not assign this Note. This Note will be binding upon the Company and its successors and will inure to the benefit
of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing without Company’s
approval. 


 






    6


     


    

 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company
shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(6) NOTICES. Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii)
upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance
of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party
has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


The addresses for such communications shall
be:


 


If to the Company, to:


 


MassRoots, Inc.


Attn: Isaac Dietrich


100 W. Broadway, Office 04-109


Long Beach, CA 90802

(805) 214-8024


Isaac@MassRoots.com


 


If to the Holder:


 


[  ]






(7) APPLICABLE
LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the city and county
of New York, in the State of New York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction
of such courts.


 


(8) WAIVER.
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


(9) LIQUIDATED
DAMAGES. Holder and Company agree that in the event Company fails to comply with any of the terms or provisions of this Note,
Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability
to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Holder and
Company agree that any fees, balance adjustments, default interest or other charges assessed under this Note are not penalties
but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Holder’s and Company’s expectations
that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144).


 


[Signature Page Follows]


 




    7


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	 
	 	MassRoots, Inc.
	 	 	 
	 	By:	 
	 	Name: 	Isaac Dietrich 
	 	Title:	Chief Executive Officer


 


	 	HOLDER:
	 	 
	 	[  ]
	 	 	 
	 	By:	             
	 	Name:  	[  ]
	 	Title: 	[  ]


 


[Signature Page to Convertible Note No.
[  ]]


 




     


     


    


 


EXHIBIT A


 


CONVERSION NOTICE


 


MassRoots, Inc.


Attn: Isaac Dietrich


100 W. Broadway, Office 04-109


Long Beach, CA 90802

(805) 214-8024


Isaac@MassRoots.com


 


The undersigned hereby elects to convert a portion of the $[
] Convertible Note issued to [  ]on December 6, 2019 into Shares of Common Stock of MassRoots, Inc. according to the conditions
set forth in such Note as of the date written below.


 


By accepting this notice of conversion, you are acknowledging
that the number of shares to be delivered represents less than 10% (ten percent) of the common stock outstanding. If the number
of shares to be delivered represents more than 9.99% of the common stock outstanding, this conversion notice shall immediately
automatically extinguish and debenture Holder must be immediately notified.


 


	Date of Conversion:	 	 
	 	 	 
	Conversion Amount:	 	 
	 	 	 
	Conversion Price:	 	 
	 	 	 
	Shares to be Delivered:	 	 


 


Shares delivered in name of:


 


[  ]


 


Signature:


 


	 	 	 
		By: 	[  ]