Greenwave Tech Solutions Inc (GWAV)

[IPO$]

As reported by the Company on its Current Reports on Form 8-K filed on August 24, 2017 and Form 8-K/A filed on August 28, 2017, the Company entered into an Agreement and Plan of Merger with MassRoots Legal Technology, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), CannaRegs, Ltd., a Delaware corporation (“CannaRegs”), and Amanda Ostrowitz, an individual acting solely in her capacity as a stockholder representative (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Subsidiary was to be merged with and into CannaRegs, whereby the separate corporate existence of Merger Subsidiary would cease and CannaRegs would survive as a wholly-owned subsidiary of MassRoots. As consideration, the stockholders of CannaRegs were to receive 30,000,000 shares of the Company’s common stock, allocated pro rata, and current and future members of the CannaRegs team were to receive a right to receive up to 10,000,000 shares and/or options to purchase the Company’s common stock pursuant to a new equity incentive plan.