MassRoots, Inc. (Form: 8-K, Received: 04/17/2015 17:21:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 17, 2015 (April 13, 2015)

Date of Report (Date of earliest event reported)

MassRoots, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-196735

46-2612944

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1640 Market Street, Denver, CO

80202

(Address of principal

executive offices)

(Zip Code)

(720) 442-0052

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IMPORTANT NOTICE REGARDING FORWARD LOOKING STATEMENTS

Certain matters discussed in this current report on Form 8-K contain statements, estimates and projections about the ability of the Company to sell its shares and price of such shares, the growth of the Company’s advertising business and our related advertising strategy, general projections related to the Company’s business, and anticipated timing, benefits, financial impact and other details of the Company’s office move. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Important factors that could cause our actual results to differ materially from those anticipated by the statements made herein include, among others, incorrect assumptions regarding the value of the Company’s shares, lack of investor interest in our shares, the results of our advertising initiatives, the continued growth and engagement of our user base, unforeseen technical or other issues that could affect the performance of our products, and the Company’s ability to realize growth and other benefits from the implementation of its strategic initiatives, including its headquarters move. Other factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Further information on our risk factors is contained in our filings with the SEC, including our Registration Statement on Form S-1 filed with the SEC on August 26, 2014. MassRoots undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.

Item 1.01. Entry into a Material Definitive Agreement

From April 1, 2015 through April 17, 2015, MassRoots, Inc. (the “Company”) completed an offering of 960,933 restricted shares of the Company’s common stock, par value $0.001 per share (the “Shares”) to certain accredited and unaccredited investors. The Shares were offered pursuant to subscription agreements with each investor (each, a “Subscription Agreement”) for aggregate gross proceeds to the Company of $576,200. The Company terminated this offering as of April 17, 2015 after its determination that market conditions may allow for more favorable terms and is currently evaluating its fundraising strategies.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Subscription Agreement were made solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement is incorporated herein by reference only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other U.S Securities and Exchange Commission filings.

In connection with the offering, on March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC (“Chardan”). In exchange for services provided by Chardan, MassRoots agreed to pay Chardan a non-refundable retainer of 200,000 shares of its common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of the Shares; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of the Shares sold in the offering. A copy of the agreement with Chardan was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K and is incorporated by reference herein.

The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933 (“Securities Act”), as amended, and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 3.02

Unregistered Sales of Equity Securities

The information pertaining to the sales of the Shares pursuant to the Subscription Agreement in Item 1.01 is incorporated herein by reference in its entirety. The Company has sold the Shares in a private placement in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder since, among other things, the above transaction did not involve a public offering. Additionally, the Company relied on similar exemptions under applicable state laws. The investors in the Offering had access to information about the Company and their investments, took the Shares for investment and not resale, and the Company took appropriate measures to restrict the transfer of the Shares. Upon issuance, the resale of the Shares will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This disclosure is being made on a voluntary basis by the Company as the aggregate amount of Shares sold under this offering was lower than the 5% threshold required for disclosure under this Item 3.02 of Form 8-K.

Item 8.01

Other Events

Headquarters Relocation

On April 14, 2015, MassRoots, Inc. (the “Company”) completed the relocation of its headquarters to its recently leased space at 1640 Market Street, Denver, CO 80202. The new location consists of approximately 3,552 square feet of office space to be used for the Company’s daily operations. The Company entered into a 37 month lease with RVOF Market Center, LLC on March 20, 2015 for the 1640 Market Street location. The Company believes the new location is adequate for its current operations and will allow for its future growth. A copy of the lease was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K and is incorporated by reference herein.

Press Releases

On April 13, 2015, the Company issued a press release titled “MassRoots Releases Competitive Landscape and Updated Investor Deck.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On April 16, 2015, the Company issued a press release titled “MassRoots Sponsoring 420 Rally in Denver this Weekend; Partners with Uber to Help Stop Smoking and Driving.” A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Form of Subscription Agreement utilized in the April 1, 2015 to April 17, 2015 Offering.

99.1

Press Release dated April 13, 2015 titled “MassRoots Releases Competitive Landscape and Updated Investor Deck”.

99.2

Press Release dated April 16, 2015 titled “MassRoots Sponsoring 420 Rally in Denver this Weekend; Partners with Uber to Help Stop Smoking and Driving”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MassRoots, Inc.

Date: April 17, 2015	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer

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 ”), and up to 35 qualfied investors, shares of its Common Stock (“ Common Stock” or the “ Securities ”) for the purchase price noted below. The minimum investment is 40,000 shares of Common Stock ($24,000), but may be waived by the Company at its descrition.

Subscription Procedures

(a)

The undersigned hereby subscribes 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 (“Questionnaire”, together with the Subscription Agreement referred to as the “ Subscription Documents ”);

(iii)

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

MassRoots, Inc.
2247 Federal Blvd.,
Denver, CO 80211

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

		Or wire the funds to:
		Account Name: MassRoots, Inc.
		Routing Number: 051408949
		Account Number: 0261069594
		Bank Name: Towne Banke
		Bank Address: 6001 Harbour View Blvd, Suffolk, VA, 23435

(c)

Unless terminated earlier, by the Company, in its sole discretion, the Offering is scheduled to terminate on April 30, 2015 unless extended by us, in our discretion, for an additional 90 days (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 (AS DEFINED BELOW), AGREES TO RETURN THE OFFERING MATERIALS (AS DEFINED BELOW)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 (AS DEFINED BELOW) 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 (AS DEFINED BELOW) 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 OR THE OFFERING MATERIALS (AS DEFINED BELOW). 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).

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, Confidential Private Offering Memorandum and the Confidential Prospective Purchaser Questionnaire (collectively the “ Offering Materials ”), all of which the undersigned acknowledges having received. 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 and can bear to afford the risk of losing the entire 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 that a trading market may never develop, 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. As such, the undersigned is aware that it may not be possible for the undersigned to liquidate his or her investment in case of emergency, if at all. The undersigned is aware that any person to whom the undersigned may subsequently wish to sell the Securities (if the Securities is not then registered) may have to satisfy standards of suitability at least as stringent as those set forth herein and that, in addition, the prior written approval of any such sale by certain state securities regulatory authorities may be required. 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.”

The undersigned further acknowledges that (i) if the Company’s Common Stock becomes publicly traded, any necessary stop transfer orders will be placed upon the Company’s Common Stock, in accordance with the Act, and (ii) the Company is under no obligation to aid the undersigned in obtaining any exemption from the registration requirements.

The undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in the Offering Materials.

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.

The Company represents, warrants, and agrees as follows:

(a)

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, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted.

(b)

The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement and the other Offering Materials, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Subscription Agreement and the other Offering Materials by the Company and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Subscription Agreement and the other Offering Materials have been duly and validly executed and delivered by the Company, and (iv) the Subscription Agreement and the other Offering Materials constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

(c)

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.

(d)

The execution, delivery and performance of this Subscription Agreement and the other Offering Materials by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation, any rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree, including United States federal and state securities laws and regulations or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

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.

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.

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.

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.

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.

10.

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.

11.

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 ___, 2015.

Securities Subscription Amount $_____

|__| Individual

|__| Joint Tenants with Right of Survivorship

|__| Community Property

|__| Tenants in Common

|__| Corporation/Partnership

|__| IRA of________________

|__| Trust

Date Opened ___________

|__| As A Custodian For________________

Under the Uniform Transfer to Minors Act of the

State of ___________

|__| 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

City State Zip Code

Social Security Number

Accepted this ___ day of _______, 2015, 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

City State Zip Code

Tax Identification Number

Accepted this ___ day of _______, 2015, on behalf of MASSROOTS, INC.

By:

Name:

Title:

MassRoots Releases Competitive Landscape and Updated Investor Deck

DENVER, April 13, 2015 -- MassRoots (OTCQB:MSRT), one of the largest and most active social networks for the cannabis community, is pleased to release its competitive landscape and updated investor deck. MassRoots does not believe it currently faces any significant competition in the social network for the cannabis community niche; however, over the coming months, we expect to actively compete with primarily web-based cannabis services, such as WeedMaps and Leafly, for dispensaries' advertising budgets.

WeedMaps is a dispensary locator service that was founded in 2007 and was receiving approximately 6 million monthly pageviews as of December 31, 2013. It has not disclosed its registered users. WeedMaps was projecting over $25 million in annual revenue and is raising at a reported $300 million valuation as of June 17, 2014.

Leafly is a strain resource guide that was founded in 2010 and was receiving around 5 million monthly page views as of April 2015. As of June 30, 2014, it had 270,000 registered users and was projecting over $9 million in annual revenue. Privateer Holdings, the parent company of Leafly and several other cannabis-related businesses, recently closed a round of funding at a reported $425 million valuation.

MassRoots is a social network for the cannabis community that was founded in 2013 and does not currently disclose its monthly page views as its userbase is primarily app-based. As of March 31, 2015, the company had 275,000 registered users and was projecting minimum revenue for 2015 as MassRoots' primary focus is building its userbase. As of April 10, 2015, MassRoots was trading at approximately a $44 million market capitalization.

Over the coming months, MassRoots plans to implement many of the utilities WeedMaps and Leafly offer as added-in features of our community. We believe that while you can replicate a map and duplicate a strain database, you cannot just replicate relationships and you cannot duplicate a community. As with any social App, recurring engagement and network effects are MassRoots' primary competitive advantage.

In January 2015, MassRoots led a successful effort to reform the App Store's social cannabis application policies. As an unintended consequence of our success, several applications have launched to compete with MassRoots and in some cases, have blatantly copied our strategies and plagiarized our talking points. None of these competitors have reached a critical mass of users nor have they built a base of investors and as such, we do not view them as significant competitors.

We believe that just as Tinder has become the primary dating app and Uber, the dominant taxi application, the cannabis industry will coalesce around one preeminent platform. My team and I are tirelessly working on building MassRoots into the dominant app and software brand for the cannabis industry.

MassRoots also released an updated investor deck, available at Corporate.MassRoots.com/Presentations.

About MassRoots

MassRoots is one of the largest and most active communities of cannabis consumers with 275,000 registered users. It is proud to be affiliated with the leading organizations in the cannabis industry, including the ArcView Group and National Cannabis Industry Association. MassRoots has been covered by Fortune, BBC, Cannabist, New York Times and Business Insider. For more information, please visit Corporate.MassRoots.com.

This information does not constitute an offer to sell or a solicitation of an offer to buy securities or assets of MassRoots. All information presented herein with respect to the existing business and the historical operating results of MassRoots and estimates and projections as to future operations are based on materials prepared by the management of MassRoots and involve significant elements of subjective judgment and analysis which may or may not be correct. While the information provided herein is believed to be accurate and reliable, MassRoots makes no representations or warranties, expressed or implied, as to the accuracy or completeness of such information. In furnishing this information, MassRoots reserves the right to amend or replace some or all of the information herein at any time and undertakes no obligation to provide the recipient with access to any additional information. Nothing contained herein is or should be relied upon as a promise or representation as to the future

Forward-Looking Statements:

Certain matters discussed in this announcement contain statements, estimates and projections about the growth of MassRoots' advertising business and our related advertising strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those anticipated by the statements made herein include, among others, the success of our advertising initiatives, the continued growth and engagement of our user base, and unforeseen technical or other problems or issues that could affect the performance of our products or our business. Further information on our risk factors is contained in our filings with the SEC, including our Registration Statement on Form S-1 filed with the SEC on August 26, 2014. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Any forward-looking statement made by us herein speaks only as of the date on which it is made. MassRoots undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements.

MassRoots Sponsoring 420 Rally in Denver this Weekend; Partners with Uber to Help Stop Smoking and Driving

DENVER, April 16, 2015 -- MassRoots (OTCQB: MSRT), one of the largest and most active social networks for the cannabis community, is pleased to announce that it is the headline sponsor of the 420 Rally being held at Civic Center Park in Downtown Denver on April 18 and 19, 2015. The 420 Rally is a free music and cultural festival celebrating the first anniversary of adult-use marijuana sales. The event is free and open to the public, features shows from Rick Ross and Devin the Dude, and event organizers are expecting attendance of between 150,000 - 250,000 cannabis enthusiasts.

"The week of 4/20 is the cannabis industry's Christmas season and presents a prime opportunity for MassRoots to rapidly expand its user base," stated MassRoots CEO Isaac Dietrich. "Hundreds of businesses are competing to sponsor the Cannabis Cup this weekend; rather than being one of hundreds, we chose to be the headline sponsor of the 420 Rally and throw a free music festival to give back to our users and the cannabis community as a whole."

MASSROOTS AND UBER ARE TEAMING UP TO HELP STOP SMOKING AND DRIVING!

Additionally, MassRoots and Uber are teaming up to help stop smoking and driving. Our friends over at Uber are providing $20 off a ride for new Uber users who ride responsibly to the 4/20 Rally by using the code, "MassRoots."

As the headline sponsor, MassRoots will be officially powering the event and will be represented on all branding, signage, and content for the Rally. MassRoots will also have a two-story tent in the middle of Civic Center Park where attendees can find live performances, glass artists, and free food for MassRoots users who show their profiles.

For more information, please visit corporate.massroots.com.

About MassRoots

Forward-Looking Statements: