Exhibit
4.2


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
UNDER SECTION 12 OF THE EXCHANGE ACT


 


General


 


As
of December 31, 2019, MassRoots, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our”
and the “Company” refer to MassRoots, Inc. and not to any of its subsidiaries.


 


The
following description of our common stock and certain provisions of our Second Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Bylaws (“Bylaws”) are summaries and are qualified in their entirety
by reference to the full text of our Certificate of Incorporation and Bylaws, each of which have been publicly filed with the
Securities and Exchange Commission (the “SEC”). We encourage you to read our Certificate of Incorporation and Bylaws
and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.


 


Common
Stock


 


We
are authorized to issue up to a total of 500,000,000, par value $0.001 per share. As of December 31, 2019, 384,266,948 shares
of the Company’s common stock were issued and outstanding. Each share of our common stock is entitled to one vote on all
matters submitted to a vote of the stockholders. Our stockholders are not permitted to cumulative voting. Holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors (“Board”)
out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share
ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities,
subject to rights, if any, of the holders of any of our other securities. The holders of our common stock have no preemptive,
subscription, redemption or conversion rights.


 


Preferred
Stock


 


Our
Board has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one
or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion
rights, voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of
the common stock. Our Board, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other
rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be
issued quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally,
the issuance of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect
the voting and other rights of the holders of common stock.


 


As
of December 31, 2019, our Board has designated 6,000 shares of preferred stock as Series A Convertible Preferred Stock (“Series
A Preferred Stock”), 2,000 shares of preferred stock as Series B Convertible Preferred Stock (“Series B Preferred
Stock”) and 1,000 shares of preferred stock as Series C Convertible Preferred Stock (“Series C Preferred Stock”).
As of December 31, 2019, no shares of Series A Preferred Stock, no shares of Series Preferred Stock and 1,000 shares of Series
C Preferred Stock were issued and outstanding.


 


Series
A Preferred Stock


 


Dividends.
The holders of Series A Preferred Stock shall have no dividend rights except as may be declared by the Company’s Board.


 


Liquidation.
The Series A Preferred Stock rank (i) senior to the Company’s common stock and Series B Preferred Stock and (ii) senior
to or on parity with all other classes and series of the Company’s preferred stock, unless otherwise specified, with respect
to the payment of dividends and distributions of the assets of the Company upon liquidation, dissolution or winding up of the
Company.


 






     


     


    

 


In
the event of a liquidation, dissolution or winding up of the Company, or in the event of the Company’s insolvency (a “Liquidation”),
the holders of outstanding shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Company
available for distribution to holders of the Company’s capital stock of all classes, whether such assets are capital, surplus
or earnings (“Available Assets”), before any distribution or payment is made to any holders of common stock
or any class or series of the Company’s capital stock which is, with respect to the junior stock, an amount per share of
Series A Preferred Stock equal to the sum of (1) the Series A Preferred Stock Applicable Per Share Stated Value (as defined below)
plus (2) declared and unpaid dividends, if any, thereon.


 


Voting.
Except as otherwise required by law, holders of Series A Preferred Stock shall be entitled to vote, together as a class with the
holders of common stock, on all matters submitted to stockholders of the Company and shall have the number of votes equal to the
number of shares of common stock such Series A Preferred Stock are convertible into.


 


Conversion.
Each share of Series A Preferred Stock shall be convertible into such number of shares of the Company’s common stock determined
by dividing (i) the Series A Preferred Stock Applicable Per Share Stated Value by (ii) the Series A Conversion Price. The “Series
A Preferred Stock Applicable Per Share Stated Value” means $1,250 per share, subject to adjustment. The “Series A
Preferred Stock Conversion Price” means $0.05, subject to adjustment. The Company is prohibited from effecting a conversion
of the Series A Preferred Stock to the extent that, as a result of such exercise, the holder would beneficially own more than
4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common
stock upon conversion of the Series A Preferred Stock, which beneficial ownership limitation may be increased by the holder up
to, but not exceeding, 9.99%.


 


Redemption.
At any time and from time to time on or after the issuance date of the Series A Preferred Stock and 24 months thereafter, any
holder of Series A Preferred Stock shall have the right to elect to have, out of funds legally available therefor, all or any
portion of the then shares of Series A Preferred Stock redeemed by the Company for a price per share of $980.39, plus all unpaid
accrued and accumulated dividends, if any.


 


Series
B Preferred Stock


 


Dividends.
The holders of Series B Preferred Stock shall have no dividend rights except as may be declared by the Company’s Board.


 


Liquidation.
The Series B Preferred Stock rank (i) senior to the Company’s common stock, (ii) senior to or on parity with all other classes
and series of the Company’s preferred stock, unless otherwise specified and (iii) junior to the Series A Preferred Stock
with respect to the payment of dividends and distributions of the assets of the Company upon liquidation, dissolution or winding
up of the Company.


 


In
the event of a Liquidation, the holders of outstanding shares of the Series B Preferred Stock shall be entitled to be paid the
Available Assets before any distribution or payment is made to any holders of common stock or any class or series
of the Company’s capital stock which is, with respect to the junior stock, an amount per share of Series B Preferred Stock
equal to the sum of (1) the Series B Preferred Stock Applicable Per Share Stated Value (as defined below) plus (2) declared and
unpaid dividends, if any, thereon.


 


Voting.
Except as otherwise required by law, holders of Series B Preferred Stock shall be entitled to vote, together as a class with the
holder of common stock, on all matters submitted to stockholders of the Company and shall have the number of votes equal to the
number of shares of common stock such Series B Preferred Stock are convertible into.


 


Conversion.
Each share of Series B Preferred Stock shall be convertible into such number of shares of the Company’s common stock determined
by dividing (i) the Series B Preferred Stock Applicable Per Share Stated Value by (ii) the Series B Preferred Stock Conversion
Price. The “Series B Preferred Stock Applicable Per Share Stated Value” means $1,250 per share, subject to adjustment.
The “Series B Preferred Stock Conversion Price” means $0.05, subject to adjustment. The Company is prohibited from
effecting a conversion of the Series B Preferred Stock to the extent that, as a result of such exercise, the holder would beneficially
own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares
of common stock upon conversion of the Series B Preferred Stock, which beneficial ownership limitation may be increased by the
holder up to, but not exceeding, 9.99%.


 






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Series
C Preferred Stock


 


Dividends. The
holders of Series C Preferred Stock shall have no dividend rights except as may be declared by the Board.


 


Liquidation.
The Series C Preferred Stock rank (i) senior to the Company’s common stock and (ii) senior to or on parity with all other
classes and series of the Company’s preferred stock, unless otherwise specified with respect to the payment of dividends
and distributions of the assets of the Company upon liquidation, dissolution or winding up of the Company.


 


In
the event of a Liquidation, the holders of outstanding shares of the Series C Preferred Stock shall be entitled to be paid the
Available Assets before any distribution or payment is made to any holders of common stock or any class or series
of the Company’s capital stock which is, with respect to the junior stock, an amount per share of Series C Preferred Stock
equal to the sum of (1) the Series C Preferred Stock Applicable Per Share Stated Value plus (2) declared and unpaid dividends,
if any, thereon. The “Series C Preferred Stock Applicable Per Share Stated Value” means $10 per share, subject to
adjustment.


 


Voting. Except
as otherwise required by law, the holders of Series C Preferred Stock shall be entitled to vote, together as a class with the
holders of common stock, on all matters submitted to stockholders of the Company. The holders of all the Series C Preferred Stock
shall be entitled to vote, in the aggregate, such number of shares equal to 40% of the then issued and outstanding shares of common
stock on a pro-rata basis.


 


Automatic
Conversion. Each share of Series C Preferred Stock shall automatically convert into 1,000 shares of the Company’s
common stock upon the earlier of (i) the listing of the Company’s securities on a national securities exchange and (ii)
a Change in Control (as defined in the Series C COD).


 


Anti-Takeover
Effects of Certain Provisions of our Charter and Bylaws and the DGCL


 


Delaware
Law


 


We
are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly traded Delaware corporation
from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A business
combination includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of the
corporation’s voting stock, subject to certain exceptions. The statute could have the effect of delaying, deferring or preventing
a change in control of our company.


 


Board
of Directors Vacancies


 


Our
Bylaws authorize our Board to fill vacant directorships. In addition, the number of directors constituting our Board may be set
only by resolution of the Board.


 






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Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
Bylaws provide that stockholders seeking to bring business before a meeting of stockholders, or to nominate candidates for election
as directors at a meeting of stockholders must provide timely notice of their intent in writing. To be timely, such stockholder’s
written notice must be delivered to or mailed and received by our Secretary not less than 90 calendar days nor more than 120 calendar
days before the first anniversary of the date on which we held our annual meeting of stockholders in the immediately preceding
year. However, in the case of an annual meeting of stockholders that is called for a date that is not within 30 calendar days
before or after the first anniversary date of the annual meeting of stockholders in the immediately preceding year, any such written
proposal of nomination must be received by the Board not less than 10 calendar days after the date we mail notice to our stockholders
of the date that the annual meeting of stockholders will be held or we issue a press release or otherwise publicly disseminated
notice that an annual meeting of stockholders will be held and the date of the meeting.  These provisions may preclude
our stockholders from bringing matters before our meeting of stockholders or from making nominations for directors at our meeting
of stockholders.


 


Authorized
but Unissued Shares


 


Our
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval
and may be utilized for a variety of corporate purposes, including future public and private offerings to raise additional capital,
acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock
could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger
or otherwise.


 


Listing


 


Our
common stock is quoted on the OTC Pink Tier of the OTC Markets under the symbol “MSRT.”


 


Transfer
Agent


 


Our
transfer agent is Pacific Stock Transfer Company, located at 173 Keith Street, Suite 3, Warrenton, Virginia 20186.


 



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