Item 1.01 Entry into a Material Definitive Agreement.

On November 13, 2019, MassRoots, Inc. (the “Company”) issued and sold convertible notes (each, a “Note” and collectively, the “Notes”) in the aggregate principle amount of $108,900 (including an aggregate of $9,900 original issuance discount) to accredited investors.

The Notes mature on May 13, 2020, bear interest at a rate of 12% per annum and are convertible into shares of the Company’s common stock (the “Conversion Shares”) at $0.01 per share, subject to adjustment (the “Conversion Price”); provided, however, upon the occurrence of an Event of Default (as defined in the Notes), the Conversion Price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the twenty days prior to the date of conversion. The Company is prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon a conversion of the Notes. In the event the Market Capitalization (as defined in the Notes) of the Company falls below $2.5 million, the Beneficial Ownership Limitation shall be increased to 9.99%. Upon the occurrence of an Event of Default, among other things, the outstanding balance of the Notes shall increase by 130%. The Notes may be prepaid by the Company at any time until 180 days from the issuance date thereof subject to certain prepayment penalties set forth in the Notes.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.