Exhibit
4.1


 


SECURITIES
PURCHASE AGREEMENT


 




This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 29, 2017, by and between Gopher Protocol,
Inc., a Nevada corporation, with headquarters located at 2500 Broadway, Suite F-125, Santa Monica, CA 90404, (the “Company”),
and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven,
CT 06511 (the “Buyer”).


 


WHEREAS:


 


A.           The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”);


 


B.        
   Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth
in this Agreement up to two million shares of the Common Stock (“Common Stock”) of the Company for a purchase price
per shares of $0.75 per share for an aggregate purchase of $1,500,000.00. The Common Stock shall be paid for by the Buyer as set
forth herein;


 


C.      
     It is understood that the Company shall also issue an additional 2,000,000 shares of Common Stock
in the name of the Buyer to be held in escrow by New Venture Attorneys, P.C. (“Escrow Shares”) Subject to the terms
of this Agreement, all or a portion of the Escrow Shares shall be released to the Buyer or the Company, or returned to treasury.


 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.     Purchase and Sale of Common Stock.


 


a.           Purchase
of Common Stock. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company such the number of shares of Common Stock as set forth immediately below the Buyer’s name on
the signature pages hereto.


 


b.           Form
of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Common Stock to be
issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Common Stock
in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature
pages hereto, and (ii) the Company shall deliver such duly executed Common Stock on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 








 



Company
Initials




 






     


     


    

 


c.           Closing
Date. The closing and sale of each tranche of Common Stock (a “Closing) shall occur on the dates set forth below (each
a “Closing Date”):


 


	Common
    Stock	Issue
    Date	Cash
    Funding Date
	1,333,334
    shares of Common Stock	December
    29, 2017	December
    29, 2017
	1,333,334
    escrow shares of Common Stock	December
    29, 2017	December
    29, 2017
	666,666
    shares of Common Stock	March
    31, 2018	March
    31, 2018
	666,666
    escrow shares of Common Stock	March
    31, 2018	March
    31, 2018


 


d.           Closing
Conditions. As a condition precedent for the second closing the following must occur: (i) the shares of Common Stock previously
issued to the Buyer as a result of conversion actual note must be honored (not including notice of conversion on a back end note
which is being voided), issued and cleared by the Buyer’s broker and, (ii) the Company stock must have a minimum stock price
in excess of $1.00 per share at all times. These conditions are referred to as the “Second Closing Conditions”


 


e.           Regarding
the escrow shares. The Escrow Shares shall be held by New Venture Attorneys, P.C. and are subject to the following conditions:


 


(i)           Limited
Make Whole Conditions. The 1,333,334 escrow shares (and 666,666 escrow shares if the second tranche is closed and funded) are
to be utilized for the purpose of limited price protection which is set forth as follows: (i) if, beginning on the 7th
monthly anniversary of the issuance of the 1,333,334 escrow shares (and the 666,666 escrow shares if the 666,666 shares of Common
Stock are paid for), the Buyer has sold any of the 1,333,334 shares of Common Stock (or 666,666 shares as the case may be) at
a sales price of less than $0.72 per share, then that number of shares shall be released from New Venture Attorneys P.C. to the
Buyer as a limited make whole using the following formula: (($0.72 – closing price on 1st day of each monthly
anniversary beginning on the 1st day of the 7th month (and continuing monthly until the earlier of January
31, 2019 or until all shares are sold) / closing price of the 1st monthly day in question) * number of shares sold
at a price less than $0.72. For example, if the closing price was $0.50 per share, then $0.22 cents per share would be applied
for each share sold during the prior month and the escrow agent would release 22/50 escrow shares for each share sold.


 






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(ii)           
if the Second Closing Conditions have been met but the Buyer does not fund the purchase of the 666,666 shares of Common Stock
then Buyer shall not receive the 666,666 escrow shares. Moreover, of the 1,333,334 escrow shares provided in the first closing,
then if on March 31, 2018 the stock trades above $1.00 the $0.72 floor price shall be reduced on a ratchet basis for every penny
above $1.00. For example, if the stock trades at $1.72 per share, then there shall be no floor or make whole and any balance of
shares remaining shall be returned to the Company.


 


(iii)           At
the end of the true up period which shall be the earlier of (i) such time as the Buyer has sold all its shares or (ii) January
31, 2019, any remaining shares shall be delivered back to the Company for cancellation and returned to treasury.


 


f.           Ratchet
Shares. Separately, the Company shall deposit 2,000,000 shares into the escrow account of New Venture Attorneys. P.C. These
shares shall only be released to the Buyer, if, prior to January 31, 2019 (while the Buyer has shares outstanding), the Company
shall issue shares at an issue price of less than $0.30 per share.


 


2.     Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company
that:


 


a.           Investment
Purpose. As of the date hereof, the Buyer is purchasing the Common Stock and, collectively with the warrant being purchased
hereunder, the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however,
that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act.


 


b.           Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
(an “Accredited Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors”
in order to qualify as prospective transferees, permitted assignees in the case of Buyer’s or Holder’s transfer, assignment
or sale of the Note.


 


c.           Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities.


 






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d.           Information.
The Buyer and its advisors, if any, have been, and for so long as the Common Stock remain outstanding will continue to be, furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as the Common Stock remain outstanding will continue to be, afforded the opportunity to ask questions of the Company.
Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose
such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.
Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives
shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware
of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.


 


e.           Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


f.           Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) in the case of subparagraphs (c), (d) and (e)
below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred
may be sold, or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which
opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise
transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold
pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither
the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin
account or other lending arrangement.


 






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g.           Legends.
The Buyer understands that the Common Stock may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
and that legend removal is appropriate, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed,
in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion
of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as
Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.


 


h.           Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i.     
      Residency. The Buyer is a resident of the jurisdiction set forth immediately below
the Buyer’s name on the signature pages hereto.


 






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j.           No Short Sales/Leak out Buyer/Holder, its successors and
assigns, agrees that so long as the Common Stock remains outstanding, neither the Buyer/Holder nor any of its affiliates
shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short
position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a
Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the
Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales. The
Buyer shall limit its sales with regard to any stock own by it (stock derived from Notice of Conversion or Stock being issued
under this agreement) to the greater of $10,000 in gross sales per day or 10% of the aggregate trading volume per
day.


 


3.      Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a.           Organization
and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and
other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted.


 


b.           Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Common Stock and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Common Stock by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Common Stock and
the issuance and reservation for issuance of the Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.


 


c.           Issuance
of Shares. The Warrant Shares are duly authorized and reserved for issuance and, upon conversion of the warrants in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Company and will not impose personal liability upon the holder thereof.


 






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d.           Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Warrant.


 


e.           No
Conflicts. The execution, delivery and performance of this Agreement, the Common Stock by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default
(or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements
of the OTC Markets Exchange (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted
by the OTC MARKETS in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company
and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


f.           Absence
of Litigation. Except as disclosed in the Company’s Periodic Report filings with the SEC, there is no action, suit,
claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or
any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect.
Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened
proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse
effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


g.           Acknowledgment
Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the
capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the
Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its
representatives.


 






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h.           No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer.


 


i.           Title
to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would
not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.


 


j.           Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published
by the Securities and Exchange Commission.


 


k.           Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under the Note.


 


4.      COVENANTS.


 


a.           Expenses.
Each party will cover it’s expenses incurred by them in connection with the negotiation, preparation, execution, delivery
and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including,
without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock
quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions
in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated
by the Documents.


 


b.           Deleted.


 


c.           Corporate
Existence. So long as the Buyer beneficially owns the Warrant, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all
or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the
Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is
a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq or, NYSE.


 






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d.           No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


e.           Warrant
Issuance. As additional consideration, the Company shall deliver a 3-year cash warrant to purchase 1,000,000 shares of Common
Stock at a purchase price of $2.00 per share (the “Warrant”). The warrant shall be prorated on closing.


 


f.        
   Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in
addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under
the Note.


 


5.      Governing Law; Miscellaneous.


 


a.           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






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b.           Counterparts;
Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.           Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


d.           Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


e.           Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


f.        
   Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or
to such other address as such party shall have specified most recently by written notice. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or
(b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If
to the Company, to:


Gopher
Protocol, Inc.


2500
Broadway, Suite F-125


Santa
Monica, CA 90404


Attn:
Gregory Bauer, CEO


gbauer@me.com


 






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If to the Buyer:


EAGLE
EQUITIES, LLC


91
Shelton Ave, Suite 107


New
Haven, CT 06511


Attn:
Yakov Borenstein


yanky@ucapllc.com


 


Each
party shall provide notice to the other party of any change in address.


 


g.           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified person”,
any “permitted assigns”, or “prospective transferee” that acquires or purchases Securities in a private
transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the
consent of the Company with Buyer’s Opinion of Counsel. A qualified person is an “accredited investor” transferee,
assignee, or purchaser of the Common Stock who succeeds to the Holder’s right, title and interest to all or a portion of
the Common Stock accompanied with an Opinion of Counsel as provided for in Section 2(f).


 


h.           Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.         
  Survival. The representations and warranties of the Company and the agreements and covenants set forth in this
Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the
Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for
loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


j.       
    Further Assurances. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


 


k.           No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 






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l.      
     Remedies. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or other security being required.



 






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IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 





	GOPHER PROTOCOL, INC.	 
	 	 	 
	By: 	/s/ Gregory
    Bauer	 
	Name: Gregory Bauer, CEO	 
	 	 	 
	EAGLE EQUITIES, LLC	 
	 	 	 
	By: 	/s/Yakov
    Borenstein	 
	Name: Yakov Borenstein	 
	Title:   Manager	 




 





	AGGREGATE
    SUBSCRIPTION AMOUNT:	$1,500,000.00




 


Aggregate
Purchase Price: 


 


Common
Stock first closing: $1,000,000.00


 


Common
Stock second closing: $500,000.00


 



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