UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 23, 2017

 

Commission File Number 000-54530 

 

GOPHER PROTOCOL INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada  27-0603137
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

 

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

(Address of principal executive offices)

 

424-238-4589

(Issuer’s telephone number)

 

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 Instructions 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))  

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation
Item 3.02 Unregistered Sales of Equity Securities

 

On March 29, 2016, Gopher Protocol Inc. (the “Company”) contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian Patch LLC (“Guardian LLC”) in consideration of 50% of the profit generated by Guardian LLC and a commitment from Guardian LLC that it is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch. Since April 2016, Guardian also provided loans to the Company for the Company’s working capital purposes, outside of its commitment to develop the Patch, in the aggregate amount of $660,131.80 (the “Loans”). On May 23, 2017, the Company entered into a Conversion Agreement with Guardian LLC pursuant to which the parties agreed to convert the Loans provided by Guardian LLC to the Company into a Convertible Promissory Note in the amount of $660,131.80 (the “Note”).

 

The Note bears interest at 6%, matures May 30, 2019 and is convertible into the Company’s common stock, at Guardian LLC’s option, at a conversion price equal to 50% of the lowest closing price for the common stock on the principal market during the ten consecutive trading days immediately preceding the conversion date, which, in no event, will be less than $0.01 per share. Guardian LLC has agreed to restrict their ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.9% of the then issued and outstanding shares of common stock.

 

The Note was offered and sold to Guardian LLC in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated thereunder. Guardian LLC is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

 

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.

 

Exhibit Number Description
4.1 6% Convertible Promissory Note issued by the Company to Guardian Patch LLC dated May 23, 2017

 

10.1 Conversion Agreement between the Company and Guardian Patch LLC dated May 23, 2017

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GOPHER PROTOCOL INC.  
     
  By: /s/ Michael Murray  
  Name: Michael Murray  
  Title: CEO  

  

Date:        May 26, 2017

     Santa Monica, California

 

 

 

Exhibit 4.1

 

NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 

$660,131.80

 

 

Los Angeles, California

Execution Date: May 23, 2017;

Effective Date: December 31, 2016

 

GOPHER PROTOCOL INC.

 

6% CONVERTIBLE NOTE DUE MAY 30, 2019

 

FOR VALUE RECEIVED, Gopher Protocol Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of GUARDIAN PATCH LLC, the principal amount of Six Hundred Sixty Thousand, Hundred Thirty-One Dollars and 80 Cents ($660,131.80) on May 30, 2019 (“Maturity Date”). Interest on the outstanding principal balance shall be paid at the rate of six percent (6%) per annum, payable on the Maturity Date. Accrued interest shall also be payable at such time as any payment of principal of this Convertible Note is made. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.

 

ARTICLE 1.

Events of Default and Acceleration

 

(a)   Events of Default Defined . The entire unpaid principal amount of this Convertible Note, together with interest thereon shall, on written notice to the Company given by the holder of this Convertible Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default shall occur:

 

(i)         if failure shall be made in the payment of the principal when and as the same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or

 

(ii)        if failure shall be made in the payment of any installment of interest any of the Convertible Notes when and as the same shall become due and payable whether at maturity or otherwise and such failure shall continue for ten (10) days after the date such payment is due; or

 

(iii)       if the Company shall violate or breach any of the representations, warranties and covenants contained in the Convertible Note and such violation or breach shall continue for thirty (30) days after written notice of such breach shall been received by the Company from the holder of the Convertible Note; or

 

 

 

 

(iv)       if the Company shall consent to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall admit in writing its inability to pay its debts generally as they become due, or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company, in any such proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company other than a liquidation involving a transfer of assets from a Subsidiary to the Company; or

 

(v)        if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or

 

(vi)       if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without consent of the Company, a receiver, trustee or liquidator of the Company, or of all or any substantial part of the property of the Company, or approving a petition filed against the Company or any Material Subsidiary seeking a reorganization or arrangement of the Company or any Material Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall not be vacated or set aside within ninety (90) days from the date of the entry thereof.

 

(b)   Rights of Convertible Note Holder . Nothing in this Convertible Note shall be construed to modify, amend or limit in any way the right of the holder of this Convertible Note to bring an action against the Company.

 

ARTICLE 2.

Conversion

 

(a)   Right of Conversion .

 

(i)         At any time commencing on the date hereof (the “Initial Conversion Date”), the holder of this Convertible Note shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Convertible Note, to convert all or any part of the principal amount of this Convertible Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Common Stock at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Convertible Note.

 

(ii)        In order to exercise the conversion right, the holder of this Convertible Note shall surrender this Convertible Note at the office of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Convertible Note which the holder elects to convert and the registration and delivery of certificates for shares of Common Stock issuable upon such conversion. The shares of Common Stock issuable upon conversion of principal and interest on this Convertible Note are referred to as the “Conversion Shares.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Convertible Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Convertible Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Common Stock so issued, and the principal amount of the Convertible Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Convertible Note shall have been converted in part, the holder of this Convertible Note shall be entitled to a new Convertible Note representing the unpaid principal balance of such Convertible Note remaining after deducting the principal amount of the Convertible Note converted.

 

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(b)   Conversion Price . The Conversion Price shall mean 50% of the lowest closing price for the Common Stock on the principal market during the ten (10) consecutive Trading Days immediately preceding the Conversion Date. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Conversion Price will in no case be lower than $0.01 (1 penny); provided, however, that in no event shall the holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder, as may be specified in such notice of waiver).

 

(c)   Reclassification, Reorganization or Merger . In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock or the class issuable upon conversion of this Convertible Note) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder of this Convertible Note shall have the right thereafter by converting this Convertible Note, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon conversion of this Convertible Note immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.

 

(d)   Fractional Shares . No fractional shares or script representing fractional shares shall be issued upon the conversion of any Convertible Notes.

 

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ARTICLE 3.

Miscellaneous

 

(a)   Transferability . This Convertible Note shall not be transferred except in a transaction exempt from registration pursuant to the Securities Act and applicable state securities law. The Company shall treat as the owner of this Convertible Note the person shown as the owner on its books and records.

 

(b)   WAIVER OF TRIAL BY JURY . IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL BY JURY.

 

(c)   WAIVER OF ANY RIGHT OF COUNTERCLAIM . EXCEPT AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIM IT MAY HAVE AGAINST THE HOLDER OF THIS CONVERTIBLE NOTE BY WAY OF A COUNTERCLAIM (OTHER THAN A COMPULSORY COUNTERCLAIM) IN ANY ACTION ON THIS CONVERTIBLE NOTE.

 

(d)   Usury Saving Provision . All payment obligations arising under this Convertible Note are subject to the express condition that at no time shall the Company be obligated or required to pay interest at a rate which could subject the holder of this Convertible Note to either civil or criminal liability as a result of being in excess of the maximum rate which the Company is permitted by law to contract or agree to pay. If by the terms of this Convertible Note, the Company is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the applicable rate of interest shall be deemed to be immediately reduced to such maximum rate, and interest thus payable shall be computed at such maximum rate, and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of principal.

 

(e)   Governing Law . This Convertible Note shall be governed by the laws of the State of California applicable to agreements executed and to be performed wholly within such State. The Company hereby (i) consents to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California in any action relating to or arising out of this Convertible Note, (ii) agrees that any process in any such action may be served upon it, in addition to any other method of service permitted by law, by certified or registered mail, return receipt requested, or by an overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in California City, and (iii) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense of lack of in personal jurisdiction with respect thereto.

 

(f)   Expenses . In the event that the Holder commences a legal proceeding in order to enforce its rights under this Convertible Note, the Company shall pay all reasonable legal fees and expenses incurred by the holder with respect thereto.

 

IN WITNESS WHEREOF, the Company has executed this Convertible Note as of the date and year first aforesaid.

 

  GOPHER PROTOCOL INC.
   
  By:/s/ Michael Murray
  Name: Michael Murray
  Title:   CEO

 

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Note Balance Developed as Followings:

 

Apr. 30, 2016       34,459.90  
May 30, 2016       49,750.00  
June 30, 2016       164,385.90  
July 20, 2016       64,525.00  
Aug. 30, 2016       89,650.47  
Sept. 30, 2016       64,992.40  
Oct. 30, 2016       104,153.21  
Nov. 30, 2016       65,615.79  
Dec, 31, 2016       22,599.13  
           
      $ 660,131.80  

 

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NOTICE OF CONVERSION

 

[To be Signed Only Upon Conversion

of Part or All of Convertible Notes]

 

GOPHER PROTOCOL INC.

 

The undersigned, the holder of the foregoing Convertible Note, hereby surrenders such Convertible Note for conversion into shares of Common Stock of Gopher Protocol Inc. to the extent of $       unpaid principal amount of and interest due on such Convertible Note, and requests that the certificates for such shares be issued in the name of  ___________________________, and delivered to ___________________________, whose address is _______________________________________.

 

Dated:    

 

 

 
(Signature)  

 

(Signature must conform in all respects to name of holder as specified on the face of the Convertible Note.)

 

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Exhibit 10.1

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO GOPH THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERSION AGREEMENT

 

This Conversion Agreement (the “Agreement”) is made the 23 day of May 2017 (the “Execution Date”) by and between Gopher Protocol Inc., a Nevada corporation with an address at 2500 Broadway, Suite F-125, Santa Monica, CA 90404 , (“GOPH”), and Guardian Patch LLC (“Guardian”) (each a “Party” and collectively the “Parties”).

 

WITNESSETH:

 

Whereas, on March 29, 2016, GOPH contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian in consideration of 50% of the profit generated by Guardian (the “Joint Venture”) and that Guardian is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch.

 

Whereas, Guardian is also required to provide short term loans to GOPH on an as needed basis secured by GOPH’s economic interest in the Joint Venture.

 

Whereas, to the end of 2016 and as audited by its auditors, Guardian has loaned GOPH the amounts set forth on Exhibit A , which such amounts were used for GOPH’s working capital purposes (the “Loans”).

 

Whereas, the parties wish to convert each of the Loans into Convertible Promissory Notes (the “Notes”) with an effective date as set forth on Exhibit A pursuant to the form of Note attached hereto as Exhibit B .

 

NOW, THEREFORE , in consideration of the mutual promises, releases, and payments provided for herein, the Parties hereto agree as follows:

 

1. Conversion . It is agreed by GOPH and Guardian that the Loans shall convert into Notes.

 

2. Representations and Warranties and Covenants of GOPH . GOPH represents, warrants and covenants to GOPH as follows:

 

(a) No Registration . Guardian understands that the Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Guardian’s representations as expressed herein or otherwise made pursuant hereto.

 

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(b) Investment Experience . Guardian has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to GOPH and acknowledges that it can protect his own interests. Guardian has such knowledge and experience in financial and business matters so that Guardian is capable of evaluating the merits and risks of its investment in GOPH.

 

(c) Speculative Nature of Investment; SEC Reports; Dilution . Guardian understands and acknowledges that GOPH has a limited financial and operating history and that an investment in GOPH is highly speculative and involves substantial risks. Guardian can bear the economic risk of such investment and is able, without impairing such financial condition, to hold the Notes for an indefinite period of time and to suffer a complete loss of Guardian’s investment. Guardian understands that GOPH will need issue additional shares of common stock of common stock in connection with conversion of existing debt, future financings and in connection with the retention or hiring of management and employees, which will dilute Guardian.

 

(d) Accredited Investor . Guardian is an “accredited investor’ within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to GOPH such further assurances of such status as may be reasonably requested by GOPH.

 

(e) Rule 144 . GOPH acknowledges that the Notes must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. GOPH is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of Notes and the shares of common stock issuable upon conversion of the Notes (the “Conversion Shares”) subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the Notes or the Conversion Shares, the availability of certain current public information about GOPH and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. GOPH acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Notes or the Conversion Shares. GOPH understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. Even though GOPH was NEVER a shell, in some error it check the box as such, then after correct it - As such, in the event GOPH fails to file its required reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, then Rule 144 will not available until such reports have been filed.

 

(f) Authorization .

 

i. Guardian has all requisite power and authority to execute and deliver this Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of GOPH necessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of Guardian’s obligations herein, has been taken.

 

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ii. This Agreement, when executed and delivered by Guardian, will constitute valid and legally binding obligations of Guardian, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

 

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by Guardian in connection with the execution and delivery of this Agreement by Guardian or the performance of Guardian’s obligations hereunder.

 

(i) Brokers or Finders . Guardian has not engaged any brokers, finders or agents, and GOPH has not, and will not, incur, directly or indirectly, as a result of any action taken by GOPH, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement and the transactions related hereto.

 

(j) Tax Advisors . Guardian has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, Guardian relies solely on such advisors and not on any statements or representations of GOPH or any of its agents, written or oral. Guardian understands that it (and not GOPH) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

 

(k) Legends . Guardian understands and agrees that the certificates evidencing the Notes and the Conversion Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

3.              No Oral Modifications . This Agreement sets forth the entire agreement between the Parties and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof and may not be changed or terminated orally. The Parties represent that in entering this Agreement they do not rely on any statement or fact not set forth herein.

 

4.              Governing Law, Remedies, Venue and Jurisdiction . This Agreement shall be governed exclusively by the Laws of the State of California, and any actions, claims or proceedings shall be subject to the exclusive venue and jurisdiction of the state and Federal Courts in Los Angeles, California. The Parties hereby waive any right to a jury trial. In the event of a default by either Party, the other Party’s sole remedy shall be to enforce the terms of this Settlement Agreement. In the event a Party to this Settlement Agreement must institute suit or a cause of action to enforce the terms of this Settlement Agreement, the prevailing party will be entitled to fees and costs, including reasonable attorney’s fees. This shall also include any attorney’s fees required for the purposes of executing and collecting on the amounts due pursuant to the Stipulated Judgment, the actual Judgment and the Security Interest.

 

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5.              Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing and delivered via overnight courier. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given as of the next business day. Such notices shall be addressed to the intended recipient(s) as set forth above.

 

6.              No Representations . Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.

 

7.              Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

 

8.              Entire Agreement . This Agreement represents the entire agreement and understanding between the Parties concerning the matters set forth herein, and supersedes and replaces any and all prior agreements and understandings concerning the Agreements.

 

9.              Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors, assigns, distributees, heirs, and grantees of any revocable trusts of a Party. No Party may assign either this Agreement or any of its or his or her rights, interests, or obligations hereunder without the prior written approval of the other Parties.

 

10.            No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

 

11.            Headings and Counterparts . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Facsimile and photocopies of this Agreement shall have the same effect as originals.

 

12.            Waivers . No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence and all waivers must be in writing, signed by the waiving Party, to be effective.

 

13.            Further Assurances . Each Party shall, at the reasonable request of any other Party hereto, execute and deliver to such other Party all such further instruments, assignments, assurances and other documents, and take such actions as such other Party may reasonably request in connection with the carrying out the terms and provisions of this Agreement.

 

14.            Voluntary Execution of Agreement . This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that:

 

(a) They have read this Agreement;

 

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(b) They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

 

(c) They understand the terms and consequences of this Agreement and of the releases it contains;

 

(d) They are fully aware of the legal and binding effect of this Agreement; and

 

(e) Each signatory to this Agreement below represents that he/she has the requisite authority and has been duly authorized by his/her respective corporation to execute this Agreement.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

 

Gopher Protocol Inc. GUARDIAN PATCH LLC
  By: Alpha Holdings LLC
   
By: /s/ Michael Murray By:/s/Randolph Ben Clymer
Name: Michael Murray Name:
Title: CEO Title:

 

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Exhibit A

 

Apr. 30, 2016       34,459.90  
May 30, 2016       49,750.00  
June 30, 2016       164,385.90  
July 20, 2016       64,525.00  
Aug. 30, 2016       89,650.47  
Sept. 30, 2016       64,992.40  
Oct. 30, 2016       104,153.21  
Nov. 30, 2016       65,615.79  
Dec, 31, 2016       22,599.13  
           
      $ 660,131.80  

 

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