Exhibit 10.1


 


GOPHER
PROTOCOL INC.


2500
Broadway, Suite F-125


Santa
Monica, CA 90404


 


November
28, 2018


 


Robert
Klimov, Managing Partner


Bellridge
Capital, LP


515
E. Las Olas Boulevard Suite 120A


Fort
Lauderdale Florida 33301


 


		Re:	Gopher
Protocol Inc. (the “Company”)



 


Mr.
Klimov:


 


Reference
is hereby that certain Securities Purchase Agreement (the “Bellridge Agreement”) between the Company and Bellridge
Capital, LP (“Bellridge” or the “Purchaser”) dated March 1, 2018 pursuant to which the Company issued
Bellridge a 10% Convertible Debenture in the principal amount of $750,000 dated March 1, 2018 (the “First Bellridge Debenture”)
and a 10% Convertible Debenture in the principal amount of $750,000 dated April 9, 2018 (the “Second Bellridge Debenture”
and together with the First Bellridge Debenture, the “Bellridge Debentures”). Capitalized
terms used herein without definition shall have the meanings assigned to them in the
Bellridge Agreement or the Debentures.


 


The
Company and Bellridge hereby agree as follows:


 


1)       Subject
to the Company’s compliance with the terms of this Agreement, Bellridge acknowledges that there is no Event of Default solely
with respect to the issuance of that certain Convertible Promissory Notes dated September 28, 2018 to Power Up Lending Group Ltd.
in the principal amount of $243,600 (“Power UP Note 1”) and dated November 6, 2018 in the principal amount of $183,600
(“Power Up Note 2”)., as defined in Section 6(a) of the Bellridge Debentures, and waives any potential Event of Default
that may have occurred under the Bellridge Debentures or the Bellridge Agreement, solely with respect to the issuance of the Power
UP Note 1) and the Power Up Note 2. Other than pursuant to the issuance of the Power Up Note 1 and the Power Up Note 2 no other
waiver is being granted.


 


2)       The
Company, in its sole and absolute discretion, may prepay the full amount owed under the Bellridge Debentures at any time prior
to 5:00 p.m. New York City time on December 17, 2018 (the “Repayment Date”) by making a payment of $2,450,000 to Bellridge.
Upon such payment, the Company shall have no further obligations to Bellridge and the Bellridge Agreement and the Bellridge Debentures
shall be null and void.


 


3)       Bellridge
will not submit any conversion notices under the Bellridge Debentures until after the Repayment Date.


 






     


     


    

 


4)       In
the event the Bellridge Debentures are not paid off as of the Repayment Date in accordance with Section 2 above: (i)the outstanding
principal amount  (principal balance) of the First Bellridge Debenture shall be increased to $1,022,510.00 and the
outstanding principal amount (principal balance) of the Second Bellridge Debenture shall be increased to $1,427,490.00 and (ii)
the Conversion Price, as defined in Section 2(b) of the Bellridge Debentures, shall be amended and restated as follows:


 


a.       Conversion
Price.  The Conversion Price means, as of any Conversion Date or other date of determination, shall be 35% of the lowest
trading price for the Company’s Common Stock during the twenty Trading Days immediately preceding the delivery by the
Holder of a Notice of Conversion. The applicable prices shall be as reported by Bloomberg L.P. Notwithstanding the foregoing;
in no event shall the Conversion Price be less then the par value of the Common Stock. All such foregoing determinations will
be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that
proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s
right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right
to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.


 


5)       The
Company’s failure to timey honor its obligations under this Agreement shall constitute an Event of Default (as defined in
the Debentures) under the Debentures.


 


6)       The
Company shall, by 9:30 a.m. (New York City time) on the 2nd Trading Day following the date hereof, disclose the material
terms of the transactions contemplated hereby by issuing a Current Report on Form 8-K regarding the transaction
with the form of this Agreement included as exhibits. The Company and the Purchaser shall consult with each other in issuing any
press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any
such press release nor otherwise make any such public statement (other than in the Company’s SEC Reports after the date
of this Agreement or exhibits filed therewith) without the prior consent of the Company, with respect to any press release of
the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent
shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing,
other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the
Company determines are necessary or appropriate, the Company shall not publicly disclose the name of the Purchaser, or include
the name of the Purchaser, in any press release or similar public statement, without the prior written consent of the Purchaser. 


 


7)       Except
as specifically set forth in this Agreement, the terms and conditions of the Bellridge
Agreement and the Debentures shall remain in full force and effect. No waiver of the performance of any obligation under this
Amendment shall be effective unless it has been given in writing and signed by the party giving such waiver. 


 






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8)       The
Company has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated
pursuant to the terms of this Agreement. Upon execution and delivery hereof, this Agreement shall be a legal, valid and binding
agreement of Assignor, enforceable against Assignor in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or other laws affecting creditors’ rights and by general principles of equity. The shares common
stock issuable upon conversion of the Debentures will be when issued validly issued and non-assessable. The company agrees and
acknowledges that the Debentures (as amended hereby) will tack back under Rule 144 under the Securities Act of 1933, as amended,
to March 1, 2018 in the case of the First Bellridge Debenture and April 9, 2018 in the case of the Second Bellridge Debenture.



 


The
Company requests that you execute this letter below indicating that you agree with the above terms.


 





	 	Sincerely,


 


Gopher
Protocol Inc.


 





By:/s/
Douglas Davis


Name:
Douglas Davis


Title:
Interim CEO






  


ACKNOWLEDGED
AND AGREED:


 


Bellridge
Capital, LP


 


By:
/s/ Robert Klimov


Name:
Robert Klimov


Title:
Managing Partner


 






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