0001615774-18-002426.txt : 20180405 0001615774-18-002426.hdr.sgml : 20180405 20180405112606 ACCESSION NUMBER: 0001615774-18-002426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180402 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180405 DATE AS OF CHANGE: 20180405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gopher Protocol Inc. CENTRAL INDEX KEY: 0001471781 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 270603137 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54530 FILM NUMBER: 18739730 BUSINESS ADDRESS: STREET 1: 2500 BROADWAY SUITE F125 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 424-238-4589 MAIL ADDRESS: STREET 1: 2500 BROADWAY SUITE F125 CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: Forex International Trading Corp. DATE OF NAME CHANGE: 20090908 8-K 1 s109575_8k.htm 8-K

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

Date of Report (Date of earliest event reported): April 2, 2018

GOPHER PROTOCOL INC.

(Exact name of registrant as specified in its charter)

(Former Name of Registrant)

Nevada		000-54530		27-0603137
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

2500 Broadway, Suite F-125, Santa Monica, CA 90404

(Address of principal executive offices) (zip code)

424-238-4589

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry Into A Material Definitive Agreement
Item 2.01	Completion or Acquisition or Disposition of Assets
Item 2.03	Creation of Direct Financial Obligation
Item 3.02	Unregistered Sales of Equity Securities
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 2, 2018 ( “Closing Date”), Gopher Protocol Inc. (the “Company”) entered into and closed an Asset Purchase Agreement (the “Electronic Purchase Agreement”) with Electronic Check Services Inc. (“Electronic Check”), a Missouri corporation, pursuant to which the Company purchased certain assets from Electronic Check, including, but not limited to, assets associated with software that validates written check authenticity, in consideration of $75,000 paid on the Closing Date. In addition, the Company issued 250,000 shares of common stock of the Company (the “Electronic Shares”) and warrants to purchase 250,000 shares of common stock (the “Electronic Warrants”). The Electronic Warrants were assigned by Electronic Check to Dennis Winfrey, the shareholder of Electronic Check. The Electronic Warrants are exercisable for a period of five years at a fixed exercise price of $2.70 per share and contain standard anti-dilution protection.

On April 2, 2018, the Company entered into and closed an Asset Purchase Agreement (the “Central Purchase Agreement”) with Central State Legal Services Inc. (“Central”), a Missouri corporation, pursuant to which the Company purchased certain assets from Central, including, but not limited to, assets associated with the a system to recover funds from returned checks, in consideration of $25,000 paid on the Closing Date. Derron Winfrey, the COO of the Company, is a director and President of Electronic Check and Central. Derron Winfrey’s parents are the shareholders of Check and Central.

On the Closing Date, the Company and J.I.L. Venture LLC (“JIL Venture”), a non-related party, which assisted structuring and negotiating the ECS Purchase Agreement and related asset purchase, entered a Consulting Agreement dated April 2, 2018. In consideration for the services, the Company issued JIL Venture 250,000 shares of common stock and warrants to purchase 250,000 shares of common stock exercisable for a term of five years at an exercise price of $2.70 per share.

The shares of common stock and the warrants were issued pursuant to exemptions from registration provided by Section 4(a)(2) and/or Regulation D of the 1933 Securities Act, as amended. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01

Financial Statements and Exhibits

(a) Financial Statements

Audited Financial Statements for Electronic Check Services Inc. for the years ended December 31, 2017 and December 31, 2016 (to be filed by amendment)

Audited Financial Statements for Central State Legal Services Inc. for the years ended December 31, 2017 and December 31, 2016 (to be filed by amendment)

(b) Pro-Forma Financial Information

Pro Forma Financial Information (to be filed by amendment)

(d) List of Exhibits

Exhibit No.		Description of Exhibit
4.1		Form of Warrant issued to Dennis Winfrey and JIL Venture dated April 2, 2018
10.1		Asset Purchase Agreement between Gopher Protocol Inc. and Electronic Check Services Inc. dated April 2, 2018
10.2		Asset Purchase Agreement between Gopher Protocol Inc. and Central State Legal Services Inc. dated April 2, 2018
10.3		Consulting Agreement between Gopher Protocol Inc. and J.I.L. Venture LLC dated April 2, 2018

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.

Gopher Protocol Inc.

By:	/s/ Gregory Bauer
Name:	Gregory Bauer
Title: CEO

Date: April 5, 2018

EX-4.1 2 s109575_ex4-1.htm EXHIBIT 4.1

Exhibit 4.1

GOPHER PROTOCOL INC.

STOCK WARRANT AGREEMENT

April 2, 2018

Warrant Holder:

No. of Shares:

GOPHER PROTOCOL INC., a Nevada corporation (the “Company), hereby grants to the person identified above as the Warrant Holder a Warrant (the “Warrant”) to purchase the number of shares set forth above, representing one share of common stock for every share of common stock subject to an existing warrant exercised by such Warrant Holder. This Warrant is granted in consideration of the exercise of such existing warrant and on the following terms and conditions:

1. Exercise of Warrant. Upon the execution of this Warrant, the shares of stock shall fully vest. Exercise of the Warrant is subject to the following:

Exercise Price. The exercise price (the “Exercise Price”) shall be $2.70 per Share.

Expiration of Warrant Term. The Warrant will expire at 5:00 p.m. Eastern Standard Time on March 31, 2023, and may not be exercised thereafter (the “Expiration Date”).

Payment. The purchase price for Shares as to which the Warrant is being exercised shall be paid in cash, by wire transfer, by certified or Company cashier’s check, or by personal check drawn on funds on deposit with the Company.

Method of Exercise. The Warrant shall be exercisable by a written notice delivered to the President or Secretary of the Company which shall:

State the owner’s election to exercise the Warrant, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate for such Shares is to be registered, and such person’s address and tax identification number (or, if more than one, the names, addresses and tax identification numbers of such persons);

ii.

Be signed by the person or persons entitled to exercise the Warrant and, if the Warrant is being exercised by any person or persons other than the original holder thereof, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Warrant; and

iii.

Be accompanied by the originally executed copy of this Stock Warrant Agreement.

Partial Exercise. In the event of a partial exercise of the Warrant, the Company shall either issue a new agreement for the balance of the Shares subject to this Stock Warrant Agreement after such partial exercise, or it shall conspicuously note hereon the date and number of Shares purchased pursuant to such exercise and the number of Shares remaining covered by this Stock Warrant Agreement.

Restrictions on Exercise. The Warrant may not be exercised (i) if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or Companying laws or other law or regulation or (ii) unless the Company, the Company, or the holder hereof, as applicable, obtains any approval or other clearance which the Company and the Company determine to be necessary or advisable from the Federal Reserve Board, the Federal Deposit Insurance Corporation or any other state or federal Companying regulatory agency with regulatory authority over the operation of Company or the Company (collectively the “Regulatory Agencies”). The Company may require representations and warranties from the Warrant Holder as required to comply with applicable laws or regulations, including the Securities Act of 1933 and state securities laws.

2. Anti-Dilution; Merger. If, prior to the exercise of the Warrant hereunder, the Company (i) declares, makes or issues, or fixes a record date for the determination of holders of common stock entitled to receive, a dividend or other distribution payable on the Shares in shares of its capital stock, (ii) subdivides the outstanding Shares, (iii) combines the outstanding Shares (including a reverse stock split), (iv) issues any shares of its capital stock by reclassification of the Shares, capital reorganization or otherwise (including any such reclassification or reorganization in connection with a consolidation or merger or and sale of all or substantially all of the Company’s assets to any person), then the Exercise Price, and the number and kind of shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall remain fixed so that the holder of any Warrant exercised after such time shall be entitled to receive the number and kind of shares which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive.

3. Valid Issuance of Common Stock. The Company possesses the full authority and legal right to issue, sell, transfer, and assign this Warrant and the Shares issuable pursuant to this Warrant. The issuance of this Warrant vests in the holder the entire legal and beneficial interests in this Warrant, free and clear of any liens, claims, and encumbrances and subject to no legal or equitable restrictions of any kind except as described herein. The Shares that are issuable upon exercise of this Warrant, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than restrictions under applicable state and federal securities.

4. Compliance with Securities Laws. This Agreement and the Warrant represented hereby were issued in reliance on an exemption from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) thereof, and other applicable exemptions under state securities laws. The Company’s reliance on such exemption is predicated in part on the Warrant Holder’s representations set forth herein. Warrant Holder understands that the Warrant and the Shares issuable upon exercise of the Warrant may not be sold, transferred or otherwise disposed of without registration under the Securities Act of 1933, or an exemption therefrom, and that in the absence of an effective registration statement covering such shares or an available exemption from registration under the Securities Act, such Shares must be held indefinitely.

5. Restrictions on Transferability. This Agreement and the Warrant may not be assigned, transferred (except as provided above), pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this Warrant contrary to the provisions hereof shall be without legal effect. The Shares issuable on exercise of the Warrant may not be assigned or transferred by the Warrant Holder without the Company’s prior written consent and, if so requested by the Company, the delivery by the Warrant Holder to the Company of an opinion of counsel in form and substance satisfactory to the Company stating that such transfer or assignment is in compliance with the Securities Act of 1933 and applicable state securities laws.

6. Restrictive Legend. Each certificate for Shares issued upon exercise of the Warrant shall bear a legend stating that they have not been registered under the Securities Act of 1933 or any state securities laws and referring to the restrictions on transferability and sale herein.

7. Mandatory Exercise; Termination.

Either the Company or the Company may be required to increase its capital to meet capital requirements imposed by statute, rule, regulation, or guideline. In order to achieve such capital increase, the Regulatory Agencies may direct the Company or the Company to require the Warrant Holders to either (i) exercise all or part of their Warrants or (ii) allow the Warrants to be terminated. If the Regulatory Agencies so direct the Company or the Company, then the Warrant Holder must exercise or forfeit this Warrant as set forth below.

When the Company or the Company is required to increase its capital as described in subsection (a) above, the Company shall send a notice (the ‘‘Notice”) to the Warrant Holder (i) specifying the number of Shares relating to the Warrant for which the Warrant must be exercised (the ‘‘Number”) (if less than all shares relating to Warrant held by all holders of Warrant of the Company under agreements substantially similar to this one are required by the Company to be exercised or cancelled, the Number for the Warrant Holder shall reflect a proportionate allocation based on the number of Shares subject to this Agreement as compared to the total number of shares subject to Warrant held by all such warrant holders as a group); (ii) specifying the date prior to which the Warrant must be totally or partially exercised, as the case may be (the “Deadline”); (iii) specifying the Exercise Price for the Shares to be purchased pursuant to the Warrant (such Exercise Price not to be less than current book value per share); and (iv) stating that the failure of the Warrant holder to exercise the Warrant shall result in its automatic termination.

If the Warrant Holder does not exercise the Warrant pursuant to the terms of the Notice, this Agreement shall be automatically terminated on the Deadline, without further act or action by the Warrant Holder or the Company, and the Warrant Holder shall deliver this Agreement to the Company for cancellation. If the Number is less than the total number of Shares that are then subject to exercise under this Agreement, the Company shall issue a new Stock Warrant Agreement in compliance with Section l(e) hereof.

8. Covenants of the Company. During the term of the Warrant, the Company shall:

at all times authorize, reserve and keep available, solely for issuance upon exercise of this Warrant, sufficient shares of common stock from time to time issuable upon exercise of this Warrant;

on receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft, or destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, at its expense execute and deliver, in lieu of this Warrant, a new Warrant of like tenor; and

on surrender for exchange of this Warrant or any Warrant substituted therefor pursuant hereto, properly endorsed, to the Company, at its expense, issue and deliver to or on the order of the holder thereof a new Warrant of like tenor, in the name of such holder or as such holder (on payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the issuances of the number of shares of common stock issuable pursuant to the terms of the Warrant so surrendered.

9. No Dilution or Impairment. The Company shall not amend its Certificate of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in carrying out all such action as may be reasonably necessary in order to protect the exercise rights of the holder against improper dilution or other impairment.

10. Amendment. Neither this Agreement nor the rights granted hereunder may be amended, changed or waived except in writing signed by each party hereto.

IN WITNESS WHEREOF, the Company has executed and the holder has accepted this Stock Warrant Agreement as of the date and year first above written.

GOPHER PROTOCOL INC.

By:
		President
Attest:
		Secretary

(CORPORATE SEAL)

WARRANT HOLDER:

By:
		Signature

		DENNIS WINFREY
		Print Name

EX-10.1 3 s109575_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of 2^nd day of April, 2018, is entered into between ELECTRONIC CHECK SERVICES INC. (“Seller”), whose principal address is 1615 S. Ingram Mill, Bldg B, Springfield, Missouri 65807, and GOPHER PROTOCOL INC., a Nevada corporation (“Buyer”), whose principal address is 2500 Broadway Blvd., Suite F-125, Santa Monica, CA 90404.

Recitals

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets (including or even in specific intellectual properties that “form” a software), and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein. (Purchase and sale of the assets and all related transactions, are referred to herein as the “Transaction”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase, acquire and take assignment and delivery of the properties and assets hereinafter set forth vested under designated corporation in formation - as wholly own subsidiary of Buyer (the “Assets”), as more particularly described on Exhibit “A”, attached hereto and incorporated herein by this reference:

(a) Inventory. All of the inventory of the Seller, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods and in the operation of the Assets, (collectively, the “Inventory”).

(b) Contracts. All of the rights, titles, interests and benefits accruing to Seller under those rental, sales, supply, purchase order, service, sign, maintenance, equipment, any and all telephone and other contracts or leases relating to the Assets, all of Seller’s rights accruing under any so-called Non-Compete Agreements in favor of Seller, and any other contracts or leases relating to the operation of the Assets (“Contracts”);

(c) Licenses and Permits. Any and all transferable consents, authorizations, variances or waivers, licenses, permits, registrations, certificates, approvals and similar rights from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality with respect to the Assets (collectively, the “Licenses”) held by or granted to Seller;

(d) Intangible Assets. All of Seller’s goodwill associated with the Assets, including the telephone number, domain name and web page, if any, customer lists, employee lists, supplier lists, and prospect lists associated with Sellers’ Assets, all trademarks, service marks and their associated goodwill, trade secrets and confidential information, to the extent transferable (collectively the “Intangible Assets”).

(e) All Intellectual Properties which include codes and keys that compile a software which allow “processing” prepaid platform of ACH funds from merchant bank account to providers of the purchased service (“IP”) .

2. Purchase Price; Payment; Assumed Liabilities; Allocations.

(a) Purchase Price; Payment and Other Consideration. The purchase price for the Assets shall be SEVENTY FIVE THOUSAND 00/100 DOLLARS ($75,000.00) plus TWO HUNDRED FIFTY THOUSAND (250,000) new COMMON SHARES of Buyer, and TWO HUNDRED FIFTY THOUSAND (250,000) WARRANTS with a strike price of $2.70 expiring on March 31, 2023 (see WARRANT AGREEMENT), as follows, subject to proration as set forth herein (the “Purchase Price”). Payment of the Purchase Price and other consideration shall be made as follows:

A. At Closing, Buyer shall pay Seller cash in the sum of SEVENTY FIVE THOUSAND and 00/100 DOLLARS ($75,000.00);

B. At Closing, Buyer shall issue TWO HUNDRED FIFTY THOUSAND (250,000.00) of shares of common stock at the then trading value at Closing to DENNIS WINFREY or assignee;

C. At Closing, Buyer shall execute a Warrant Agreement in favor of the Seller for TWO HUNDRED FIFTY THOUSAND (250,000.00) Warrants with a strike price of $2.70 expiring on March 31, 2023.

(b) Assumption of Liabilities. At Closing, in addition to payment of the Purchase Price, Buyer shall assume and agree to pay, discharge, and perform the following, and only the following and no other, obligations and liabilities of Seller (the “Assumed Liabilities”):

Seller’s liabilities incurred after the “Effective Date” (hereafter defined) by Buyer pursuant to the Assumed Contracts, but only to the extent such obligations and liabilities accrue and arise after the Effective Date and are not caused by or related to any action or inaction by Sellers, or any other party occurring prior to the Effective Date.

Except for the specific Assumed Liabilities as defined above, Buyer shall not assume, pay or otherwise be liable for any other obligations, liabilities or debts of Seller of any nature whatsoever.

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(c) Retained Liabilities. The “Retained Liabilities” as set forth in this section (d) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every obligation and liability of Seller other than the Assumed Liabilities, including, without limitation:

A. any obligation or liability of any nature whatsoever arising out of or relating to products sold or distributed by Seller to the extent manufactured, sold, or distributed sold prior to the Effective Date;

B. any obligation or liability of any nature whatsoever under any Contract that arises after the Effective Date but that arises out of or relates to any breach that occurred prior to the Effective Date;

C. any obligation or liability of any nature whatsoever for taxes, fees, or assessments of any nature, whether deferred or not, (A) arising as a result of Seller’s operation of its Business or ownership of the Assets prior to the Effective Date, (B) that will arise as a result of the sale of the Assets pursuant to this Agreement;

D. any obligation or liability of any nature whatsoever under any employee benefit plans of Seller or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or both;

E. any obligation or liability of any nature whatsoever under any employment, severance, retention or termination agreement with any employee of Seller;

F. any obligation or liability of any nature whatsoever arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyer;

G. any obligation or liability of any nature whatsoever arising out of any litigation, action, arbitration, audit, hearing, investigation, or suit pending as of the Effective Date;

H. any obligation or liability of any nature whatsoever arising out of any litigation, action, arbitration, audit, hearing, investigation, or suit involving Seller’s operation of the Business or ownership of the Assets commenced after the Effective Date and arising out of or relating to any occurrence or event happening prior to the Effective Date;

I. any obligation or liability of any nature whatsoever arising out of or resulting from Seller’s compliance or noncompliance with any legal requirement or order of any governmental body;

J. any obligation or liability of any nature whatsoever of Seller under this Agreement or any other document executed in connection herewith and

K. any obligation or liability of any nature whatsoever of Seller based upon Seller’s acts or omissions occurring after the Effective Date.

(d) Allocation. At the Closing, Purchase Price shall be allocated, for federal and state tax purposes consistent with Section 1060 of the Internal Revenue Code and applicable regulations, which allocation shall, when agreed to by Buyer and Seller as described in Section 8(a) hereof, be set forth on Exhibit “B”, attached hereto. Buyer and Seller shall prepare and deliver IRS Form 8594, consistent in all respects with the terms of this Section, and Buyer and Seller shall file such Form with the IRS after the Closing Date. In any proceeding, investigation, inquiry, hearing, audit or other action related to the determination of any tax.

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(e) Closing Date. The consummation of the transaction contemplated under this Agreement (herein referred to as the “Closing”) shall occur on or before April 2, 2018 (the “Closing Date”); provided, however, that the Parties may mutually agree to extend the Closing Date. On or before April 2, 2018 by 11:59 PM (or such other date if the Closing Date is extended), the Buyer shall cause a wire in the amount of SEVENTY FIVE THOUSAND and 00/100 DOLLARS ($75,000.00) to be made to a bank account designated by the Seller. Notwithstanding anything to the contrary contained herein, the Closing shall be effective as of 11:59 PM on the Closing Date (the “Effective Date”).

(f) Preparation of Closing Documents. Counsel for Buyer shall prepare the documents to be executed and delivered at the Closing (the “Closing Documents”), including the Bill of Sale (as hereinafter defined), and other Assignments (as hereinafter defined), all of which must be satisfactory to Seller and its legal counsel.

3. Delivery of Documents.

(a) Seller’s Deliveries. At Closing, upon payment of the Purchase Price by Buyer, Seller shall deliver to Buyer the following:

A. such good and sufficient instruments of sale, conveyance, transfer and assignment as shall be required or as may be appropriate to effectively vest in Buyer good title to the Assets, free and clear of all liens, security interests and encumbrances of whatever nature, properly executed and acknowledged, including a limited warranty bill of sale (the “Bill of Sale”), and assignment and assumption instruments (the “Assignments”);

B. Deliver of a fully executed Assignment of Shared Services Agreement;

C. copies of the resolutions by of the members and manager(s) of Seller (as applicable) approving the Transaction, together with a certificate of good standing from Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified to do business;

D. physical possession of all Assets including all Records, keys and items of entry to the Business and the Assets;

E. all required or necessary consents, waivers and approvals with respect to the Contracts, and assignment thereof, in such form as is satisfactory to Buyer and its counsel;

F. such other instruments and documents as may be reasonably required by Buyer or its counsel as to the performance of all covenants and satisfaction of all conditions required of Seller, or as to any other matter required or necessitated by this Agreement, including evidence reasonably satisfactory to Buyer that the person(s) executing the Closing Documents for Seller has full right, power and authority to do so; and

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(b) Buyer’s Deliveries. At Closing, Buyer shall deliver to Seller, as applicable:

A. payment of the cash portion of the Purchase Price in cash to Seller pursuant to Section 2 hereof,

B. Delivery of fully executed Stock Certificate issuing TWO HUNDRED FIFTY THOUSAND (250,000.00) shares of common stock to DENNIS WINFREY or assignee (irrevocable instructions to Buyer transfer agent of issuance will be sufficient);

C. Delivery of fully executed Warrant Agreement for TWO HUNDRED FIFTY THOUSAND (250,000.00) Warrants with a strike price of $2.70 expiring on March 31, 2023.

D. copies of the resolutions by of the board of directors of Buyer (as applicable) approving the Transaction, together with a certificate of good standing from Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified to do business;

E. such other instruments and documents as may be reasonably required by Seller or their counsel as to the performance of all covenants and satisfaction of all conditions required of Buyer, or as to any other matter required or necessitated by this Agreement, including evidence reasonably satisfactory to Seller that the person(s) executing the Closing Documents for Buyer has full right, power and authority to do so;

4. Warranties and Representations.

(a) Warranties and Representations to Buyer. As an inducement to Buyer entering into this Agreement, Seller hereby covenants, represents and warrants to Buyer as follows:

A. Good Standing. Seller is a duly organized and validly existing limited liability company and is in good standing under the laws of the State of Missouri.

B. Authority. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Seller does not and will not violate any provisions of Seller’s governing corporate instruments, or any order, judgment or award of any court or administrative agency or any contract to which Seller is a party or require the consent of any third party, or violate any law or governmental or regulatory rule or regulation.

C. Authorization and Execution. This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller, constitutes the valid and binding agreement of Seller and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Seller has the authority to do so.

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D. Ownership and Condition of Assets, Status of Contracts. (A) Seller possesses all licenses and required governmental or official approvals, permits or authorizations necessary for the operation of the Business; and (B) with respect to the Contracts, each is in full force and effect, there have been no material defaults or breaches of same, no assignment of rights in or relating to same have been made, and to the best of Seller’s knowledge no event has occurred which would cause a material breach or default under same.

E. Sufficiency of Assets. The Assets (a) constitute all of the material assets necessary to operate Seller’s Business in substantially the manner presently operated by Seller and (b) include all of the material operating assets of Seller.

F. Warranty of Title. Seller is the lawful owner of the Assets, and has the full right, power, and authority to sell, transfer and convey the Assets to Buyer and that the Assets are not subject to any liens, claims, security interests, encumbrances, taxes, or assessments, however described or denominated.

G. Actions or Proceedings. There is no action, suit or proceeding pending against Seller or known to Seller to be threatened against or affecting Seller in any court, before any arbitrator or before or by any governmental authority. Seller has not been cited, fined, held liable or in violation of, or otherwise received notification of any asserted past or present failure or alleged failure to comply with any federal, state or local laws, and is not aware of any action or occurrence which would give rise to a violation.

H. Payment of Taxes. Seller has paid in full all applicable sales, occupancy, ad valorem, employment and other applicable taxes relating to the ownership and operation of all Business or otherwise relating to the Assets, except for accrued taxes not yet due.

I. Brokers; Finders. Buyer shall not be obligated to pay any broker or finder retained by Seller in connection with the Transaction.

J. No Material Adverse Change. Since the date of the most recent Financial Statement, there has not been any material adverse change in the business, operations, prospects, assets, results of operations or condition (financial or other) of Seller, and no event has occurred or circumstance exists that may result in such a material adverse change.

K. Investment Intent. The Securities, when issued, will be acquired by Seller for its own account, for investment purposes only and not with a view for distribution or resale to others. The Seller will not sell or otherwise transfer the Securities unless such sale is made pursuant to an effective registration statement under the Securities Act or an exemption to or exclusion from such registration requirement is available. BUYER is under no obligation to register the offer or sale of the Securities under the Securities Act. Following the issuance of the Securities, legends shall be placed on the certificates representing the Securities to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in BUYER’s books and stop transfer instructions may be placed with BUYER’s transfer agent. The acquisition of the Securities represents a high-risk capital investment, and Seller is able to afford an investment in a speculative venture such as BUYER. Seller has no need for liquidity of its investment in the Securities for an indefinite period of time. Although BUYER’s common stock is quoted for trading by a marketplace operated by OTC Markets Group Inc., trading has been both low-volume and sporadic and there are no assurances a more robust trading market will develop in the near future, if at all; accordingly, the Securities are considered an illiquid investment. Seller is fully aware that such investments can and sometimes do result in the loss of the entire investment. Seller is an experienced and sophisticated investor, is able to fend for itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of acquiring the Securities. Seller is an accredited investor as such term is defined under the Securities Act, and understands the meaning of the term “accredited investor.” Seller understands that the offer and sale of the Securities is being made only by means of this Agreement and that BUYER has not authorized the use of, and Seller confirms that it is not relying upon, any other information, written or oral, other than material contained in this Agreement.

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L. Independent Evaluation. Seller conducted its own independent evaluation, made its own analysis and consulted with advisors (including legal, accounting, and tax advisors) as it has deemed necessary, prudent or advisable in order for Seller to make its own determination and decision to enter into the transactions contemplated by this Agreement and to execute and deliver this Agreement.

(b) Buyer’s Warranties and Representations. Buyer covenants, warrants and represents as follows:

A. Good Standing. Buyer is a duly organized and validly existing corporation and is in good standing under the laws of the State of Nevada.

B. Authority. Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the obligations of Buyer hereunder. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any provisions of Buyer’s governing corporate instruments, or any order, judgment or award of any court or administrative agency or any contract to which Buyer is a party or, except as otherwise acknowledged herein, require the consent of any third party, or to Buyer’s knowledge, violate any law or governmental or regulatory rule or regulation.

C. Authorization and Execution. This Agreement has been duly authorized by all necessary action on the part of Buyer, has been duly executed and delivered by Buyer, constitutes the valid and binding agreement of Buyer and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Buyer has the authority to do so.

D. Brokers; Finders. Seller has no obligation to pay any broker or finder in connection with the Transaction. Buyer will pay under its responsibly finder or broker fees to the introducing party under separate agreement, which Seller is not a party to and has no responsibility.

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(c) Effect of Representations and Warranties. The foregoing representations of the parties hereto set forth in this Section are true, and the foregoing warranties and covenants are in full force and effect and binding on same, as of the date hereof, and shall be in full force and effect and deemed to have been automatically reaffirmed and restated by the parties hereto in their entirety as of the date and time of Closing.

5. Further Acts. In addition to the acts and deeds stated herein and contemplated to be performed, executed and delivered by the respective parties hereto, each of the parties hereto agrees to perform, execute and deliver or cause to be performed, executed and delivered at Closing and after Closing any and all such further acts, deeds and assurances as may be reasonably necessary to consummate the Transaction.

6. Confidentiality; Publicity. Except as may be required by law, no party hereto or their respective affiliates, employees, agents or representatives shall disclose to any third party the subject matter or terms of this Agreement without the prior written consent of the other parties; provided however, that any party may discuss the same with its legal counsel and other engaged professionals. No press release or other public announcement related to this Agreement or the transaction contemplated hereby will be issued by any party without the prior written approval of the Seller and Buyer. Buyer and Seller understand that after Closing, Buyer is obligated by law to file within 4 days immediate report in form 8-K with the Security and Exchange Committee along with copies of all agreements with Seller and their respective exhibits.

7. Survival. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing of the Transaction indefinitely.

8. Notices. All notices permitted or required to be given hereunder shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid, by overnight courier (such as Federal Express) or hand delivered, addressed as follows:

	To Seller:	ELECTRONIC CHECK SERVICES LLC
		1615 S Ingram Mill, Bldg B
		Springfield, Missouri
		Attention: Derron Winfrey

	With Copy to:

	To Buyer:	Gopher Protocol, Inc.
		2500 Broadway Blvd., Suite F125
		Santa Monica, CA 90404
		Attention: Michael Murray

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Any party may designate a different address from time to time by notice given in accordance with the provisions of this paragraph. Any such notice shall be deemed given on the date of delivery.

9. Miscellaneous. This Agreement shall be construed and interpreted under the laws of the State of California. Seller, and Buyer hereby irrevocably submit in any suit, action or proceeding arising out of or related to this Agreement or to the Transaction contemplated hereby or thereby to the exclusive jurisdiction and venue of any state or federal court having jurisdiction over Los Angeles County, California and waive any and all objections to jurisdiction and venue that they may have under the laws of the State of California or the United States and any claim or objection that any such court is an inconvenient forum. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement or other affected document, and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns, whether voluntary by act of the parties or involuntary by operation of law, as the case may be. This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns. There shall be no third party beneficiaries hereof, intended or otherwise. Neither Party may assign this Agreement without the written consent of the other party, provided, however, Buyer may assign this Agreement to a wholly owned subsidiary. In the event of such assignment by Buyer it shall remain obligated and liable under the terms and conditions of this Agreement. The titles of sections and subsections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions herein. All references herein to the singular shall include the plural, and vice versa. Should any provision of this Agreement require interpretation in any judicial, administrative or other proceeding or circumstance, it is agreed that the court, administrative body, or other entity interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who by itself or through its agents prepared the same, it being agreed that the agents of both parties hereto have fully participated in the preparation of this Agreement. Except as otherwise expressly provided herein, all rights, powers, and privileges conferred hereunder upon the parties hereto shall be cumulative and in addition to those other rights, powers, and remedies hereunder and those available at law or in equity. All such rights, powers, and remedies may be exercised separately or at once, and no exercise of any right, power, or remedy shall be construed to be an election of remedies or shall preclude the future exercise of any or all other rights, powers, and remedies granted hereunder or available at law or in equity, except as expressly provided herein. Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof. No amendment to this Agreement shall be binding on any of the parties hereto unless such amendment is in writing and is executed by the party against whom enforcement of such amendment is sought. Time is of the essence with respect to each and every covenant, agreement, and obligation of the parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, and the signatures of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein and supersedes and/or revokes any prior agreements not included within this Agreement, including prior drafts of documents, prior proposals, counterproposals and correspondence, whether written or oral. As used in this Agreement, the term “including” will always be deemed to mean “including, without limitation”.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	BUYER:

	GOPHER PROTOCOL INC., a Nevada corporation

	By: /s/ Greg Bauer
	Name: Greg Bauer
	Title: CEO, President and Chairman as Authorized Signatory

	SELLER:

	ELECTRONIC CHECK SERVICES INC.

	By: /s/ Derron Winfrey
	Name: Derron Winfrey
	Its: Authorized Signatory

EXHIBIT A

ELECTRONIC CHECK SERVICES, INC

ASSETS

OFFICE COMPUTER EQUIPMENT – SERVERS	POS CHECK SCANNERS – MICR READERS

Debian – master – Primary DB	50 RDM Scanners

Debian2 – Backup DB	11 RDM Scanners in inventory

ECS – db3 – Backup DB	12 Magteck Micr Readers

IP Server1 – Process Checks	PROCESSING SOFTWARE PROGRAM

IP Server2 – Process Checks	ACH software processing program

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EXHIBIT B

ELECTRONIC CHECK SERVICES, INC

ALLOCATION OF PURCHASE PRICE

OFFICE COMPUTER EQUIPMENT – SERVERS	$	10,000

POS SCANNERS - MICR READERS	$	5,000

ACH PROCESSING SOFTWARE PROGRAM	$	50,000

CUSTOMER LIST – CONTRACTS	$	5,000

COMPANY GOODWILL- NAME	$	5,000

Total	$	75,000

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EX-10.2 4 s109575_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of 2^nd day of April, 2018, is entered into between CENTRAL STATE LEGAL SERVICES INC. (“Seller”), whose principal address is 1615 S. Ingram Mill, Bldg B, Springfield, Missouri 65807, and GOPHER PROTOCOL INC., a Nevada corporation (“Buyer”), whose principal address is 2500 Broadway Blvd., Suite F-125, Santa Monica, CA 90404.

Recitals

2. Purchase Price; Payment; Assumed Liabilities; Allocations.

(a) Purchase Price; Payment and Other Consideration. The purchase price for the Assets shall be TWENTY FIVE THOUSAND 00/100 DOLLARS ($25,000.00), as follows, subject to proration as set forth herein (the “Purchase Price”). Payment of the Purchase Price and other consideration shall be made as follows:

A. At Closing, Buyer shall pay Seller cash in the sum of TWENTY FIVE THOUSAND and 00/100 DOLLARS ($25,000.00);

Except for the specific Assumed Liabilities as defined above, Buyer shall not assume, pay or otherwise be liable for any other obligations, liabilities or debts of Seller of any nature whatsoever.

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E. any obligation or liability of any nature whatsoever under any employment, severance, retention or termination agreement with any employee of Seller;

F. any obligation or liability of any nature whatsoever arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyer;

G. any obligation or liability of any nature whatsoever arising out of any litigation, action, arbitration, audit, hearing, investigation, or suit pending as of the Effective Date;

I. any obligation or liability of any nature whatsoever arising out of or resulting from Seller’s compliance or noncompliance with any legal requirement or order of any governmental body;

J. any obligation or liability of any nature whatsoever of Seller under this Agreement or any other document executed in connection herewith and

K. any obligation or liability of any nature whatsoever of Seller based upon Seller’s acts or omissions occurring after the Effective Date.

(e) Closing Date. The consummation of the transaction contemplated under this Agreement (herein referred to as the “Closing”) shall occur on or before April 2, 2018 (the “Closing Date”); provided, however, that the Parties may mutually agree to extend the Closing Date. On or before April 2, 2018 by 11:59 PM (or such other date if the Closing Date is extended), the Buyer shall cause a wire in the amount of TWENTY FIVE THOUSAND and 00/100 DOLLARS ($25,000.00) to be made to a bank account designated by the Seller. Notwithstanding anything to the contrary contained herein, the Closing shall be effective as of 11:59 PM on the Closing Date (the “Effective Date”).

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3. Delivery of Documents.

(a) Seller’s Deliveries. At Closing, upon payment of the Purchase Price by Buyer, Seller shall deliver to Buyer the following:

B. Deliver of a fully executed Assignment of Shared Services Agreement;

D. physical possession of all Assets including all Records, keys and items of entry to the Business and the Assets;

E. all required or necessary consents, waivers and approvals with respect to the Contracts, and assignment thereof, in such form as is satisfactory to Buyer and its counsel;

(b) Buyer’s Deliveries. At Closing, Buyer shall deliver to Seller, as applicable:

A. payment of the cash portion of the Purchase Price in cash to Seller pursuant to Section 2 hereof,

B. copies of the resolutions by of the board of directors of Buyer (as applicable) approving the Transaction, together with a certificate of good standing from Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified to do business;

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C. such other instruments and documents as may be reasonably required by Seller or their counsel as to the performance of all covenants and satisfaction of all conditions required of Buyer, or as to any other matter required or necessitated by this Agreement, including evidence reasonably satisfactory to Seller that the person(s) executing the Closing Documents for Buyer has full right, power and authority to do so;

4. Warranties and Representations.

(a) Warranties and Representations to Buyer. As an inducement to Buyer entering into this Agreement, Seller hereby covenants, represents and warrants to Buyer as follows:

A. Good Standing. Seller is a duly organized and validly existing limited liability company and is in good standing under the laws of the State of Missouri.

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I. Brokers; Finders. Buyer shall not be obligated to pay any broker or finder retained by Seller in connection with the Transaction.

(b) Buyer’s Warranties and Representations. Buyer covenants, warrants and represents as follows:

A. Good Standing. Buyer is a duly organized and validly existing corporation and is in good standing under the laws of the State of Nevada.

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7. Survival. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing of the Transaction indefinitely.

To Seller:

CENTRAL STATE LEGAL SERVICES

1615 S Ingram Mill, Bldg B

Springfield, Missouri

Attention: Derron Winfrey

With Copy to:

To Buyer:

Gopher Protocol, Inc.

2500 Broadway Blvd., Suite F125

Santa Monica, CA 90404

Attention: Michael Murray

Any party may designate a different address from time to time by notice given in accordance with the provisions of this paragraph. Any such notice shall be deemed given on the date of delivery.

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[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	BUYER:

	GOPHER PROTOCOL INC., a Nevada corporation

	By: /s/ Greg Bauer
	Name: Greg Bauer
	Title: CEO, President and Chairman as Authorized Signatory

	SELLER:

	CENTRAL STATE LEGAL SERVICES INc.

	By: /s/ Dennis Winfrey
	Name: Dennis Winfrey
	Its: Authorized Signatory

EXHIBIT A

CENTRAL STATES LEGAL SERVICES, INC

ASSETS

COLLECTION SOFTWARE PROGRAM

Computerized Legal Collection Software Program

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EXHIBIT B

CENTRAL STATES LEGAL SERVICES, INC

ALLOCATION OF PURCHASE PRICE

COLLECTION SOFTWARE PROGRAM	$	20,000

CUSTOMER LIST – CONTRACTS	$	2,500

COMPANY GOODWILL - NAME	$	2,500

Total	$	25,000

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EX-10.3 5 s109575_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

GOPHER PROTOCOL INC. & J.I.L VENTURE LLC

Consulting Agreement

This Consulting Agreement, dated effective April 2, 2018 (this “Agreement”), is made and entered into by and among GOPHER PROTOCOL INC. (the “Company”) and J.I.L. VENTURE LLC (the “Consultant”).

ARTICLE 1
SCOPE OF WORK

1.1 Services. The Company has engaged Consultant to provide services in connection with the Company’s acquisition of Assets from Electronic Check Services Inc. And Central State Legal Services Inc. Consultant will provide analysis, interaction with related professional and other services as requested by the Company (collectively, the “consulting services”).

1.2 Time and Availability. Consultant will devote the hours per month necessary in performing the services for the Company as stated herein. Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout the month giving due regard to the needs of the Company’s business.

1.3 Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.

1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.

1.5 Outside Services. Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

1.6 Reports. Consultant shall periodically provide the Company with written reports of his or her observations and conclusions regarding the consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare a final report of Consultant’s activities.

ARTICLE 2
INDEPENDENT CONTRACTOR

2.1 Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.

2.2 Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid.

2.3 Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.

ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES

3.1 Compensation. The Company shall pay to Consultant 250,000 shares of GOPH common stock and 250,000 warrants with a fixed share number and strike price of $2.70 (see warrant agreement) for services rendered to the Company under this Agreement.

3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.

ARTICLE 4
TERM AND TERMINATION

4.1 Term. This Agreement shall be effective as of April 2, 2018, and shall continue in full force and effect for 3 consecutive months. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.

4.2 Termination. The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant has been convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on the performance of his or her employment responsibilities, as determined by the Company.

4.3 Responsibility upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company.

4.4 Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.

ARTICLE 5
CONFIDENTIAL INFORMATION

5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant will not and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.

5.2 Definition. “Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.

5.3 Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.

ARTICLE 6
RIGHTS AND DATA

All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights.

ARTICLE 7
CONFLICT OF INTEREST AND NON-SOLICITATION

7.1 Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by the Company’s President. A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in the business of private investing within 50 miles of the headquarters.

7.2 Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company.

ARTICLE 8
RIGHT TO INJUNCTIVE RELIEF

Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.

ARTICLE 9
GENERAL PROVISIONS

9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of [governing law].

9.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

9.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.

9.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

9.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

9.7 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.

9.8 No Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant under this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

GOPHER PROTOCOL INC.	J.I.L. VENTURE LLC

By : /s/ Greg Bauer	By: /s/ Rosemarie Pinky Clamor

Greg Bauer	Rosemarie Pinky Clamor

Its: Chief Executive Officer	Its: Managing Member