Greenwave Technology Solutions, Inc. — Director's Dealing 2019

Oct 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MassRoots, Inc. (MSRT)
CIK: 0001589149
Period of Report: 2019-07-01

Reporting Person: Dietrich Isaac (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-01	Warrants	$0.05	J	173333	Disposed		Common Stock (173333)	Direct
2019-10-21	Series C Convertible Preferred Stock	$	J	1000	Acquired		Common Stock (1000000)	Direct

Footnotes

F1: On October 1, 2019, the Reporting Person forfeited the warrants that the Reporting Person received on July 21, 2017.

F2: Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") shall automatically convert into 1,000 shares of the Issuer's common stock upon the earlier to occur of: (i) the listing the Issuer's securities on a national securities exchange and (ii) a Change in Control (as defined in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock) of the Issuer. If there is no listing on a national securities exchange and if there is no Change in Control, the Series C Preferred Stock shall not convert into shares of the Issuer's common stock.

F3: On July 16, 2019, the Issuer's Board approved the issuance of the Series C Preferred Stock to the Reporting Person for the Reporting Person's service associated with the merger (the "Merger") of MassRoots Supply Chain, Inc., a wholly-owned subsidiary of the Issuer, with and into Cowa Science Corporation ("Cowa"), with Cowa surviving the Merger. The Series C Preferred Stock were to be issued upon closing of the Merger. On October 21, 2019, the Issuer's Board approved the acceleration of the issuance of the Series C Preferred Stock in recognition of the Reporting Peron's service to the Issuer and work associated with the pending Merger.

F4: The Series C Preferred Stock is perpetual and therefore has no expiration date.

F5: Collectively, the shares of Series C Preferred Stock are entitled to cast such number of votes equal to 40% of the issued and outstanding shares of common stock of the Issuer.