SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2016 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [_], 2016, between MassRoots, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT MassRoots, Inc.Common Stock Purchase Warrant • March 18th, 2016 • MassRoots, Inc. • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March [__], 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MassRoots, Inc., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONVERTIBLE SECURED PROMISSORY NOTE DUE September[__], 2016MassRoots, Inc. • March 18th, 2016 • Services-computer programming, data processing, etc. • New York
THIS CONVERTIBLE SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Secured Promissory Notes of MassRoots, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1624 Market Street, Suite 201, Denver, Colorado 80202, designated as its Convertible Secured Promissory Note due September [__], 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • March 18th, 2016 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of March [__], 2016 (this “Agreement”), is among MassRoots, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Convertible Secured Promissory Notes due 6 months following their issuance, in the original aggregate principal amount of [ ] (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
