MASSROOTS,
INC.
2015 Stock INCENTIVE PLAN
STOCK AWARD AGREEMENT
This Stock Award Agreement (“Agreement”)
is entered into between MassRoots, Inc. (the “Company”) and the individual named in Paragraph 1 below
(“Holder”) effective as of the Grant Date.
The parties hereto, intending to be
legally bound, hereby agree as follows:
1. | | Terms of Stock Grant. The Company has granted a Stock Award to Holder based
on the following terms: |
Name of Holder: |
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Grant
Date (Date of Board / Committee Approval): |
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Number
of Shares of Stock included in Stock Award: |
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Vested
or Non-vested upon Grant: |
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2. | | Vesting. The Stock Award is [not/fully] vested upon Grant Date, [details of
vesting] and in accordance with Federal and State securities laws, including Rule 144 of the Securities Act of 1933. |
3. | | Incorporation of Plan. Except as otherwise stated herein, the Stock Award is
subject to all the provisions of the 2015 Stock Incentive Plan (the “Plan”), the provisions of which are hereby
made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement
and those of the Plan, the provisions of the Plan shall control. The Committee shall have the sole authority to interpret and
construe this Agreement and the Plan, and its interpretations shall be final, conclusive and binding for all purposes on the parties.
Capitalized terms not otherwise defined herein shall have the meanings assigned in the Plan. |
4. | | Transferability. This Agreement is not transferable by the Holder. |
5. | | Tax Withholding. By accepting the Stock Award, the Holder agrees to pay or
make arrangements satisfactory to the Committee for payment to the Company of all taxes required to be withheld by the Company
in connection with the Stock Award or any sale, transfer or other disposition of any shares of Common Stock acquired. The Company
shall in no case be responsible for payment of Holder’s income tax obligations, or the filing of any Section 83(b)
election under the Internal Revenue Code, with respect to the Stock Award. |
6. | | Advice. Holder is solely responsible for obtaining his or her personal tax,
financial and legal advice related to the Stock Award from an independent advisor. The Company, its employees and agents shall
in no case be held responsible for advising Holder regarding the tax treatment, legal effects, or financial results related to
the Stock Award. |
7. | | Legal Fees. The Company in its sole discretion may require that the Holder
pay for any legal fees associated with the transfer of any shares acquired in connection with the Stock Award including, but not
limited to, a legal opinion as to the availability of an exemption to any federal and/or state securities registration requirements. |
8. | | Acknowledgement. By signing below, Holder acknowledges receipt of this Agreement
and a copy of the Plan. |
MassRoots, Inc. |
Holder |
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By: Isaac Dietrich |
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Chief Executive Officer |
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Date: |
Date: |