Exhibit 10.3


 


AMENDMENT
OF LOCK-UP AND LEAK-OUT AGREEMENT


 


THIS
AMENDMENT OF LOCK-UP AND LEAK-OUT AGREEMENT (this “Amendment”) is entered into and effective as of December
29, 2017 (the “Effective Date”) by and between Gopher Protocol Inc., a Nevada corporation with an address at
2500 Broadway, Suite F-125, Santa Monica, CA 90404 (the “Company”), and Guardian Patch, LLC, a California limited
liability company (the “Note Holder”) (each, a “Party”; and, collectively, the “Parties”).


 


W I T N E S S E T H:


WHEREAS,
on May 23, 2017, the Company issued that certain 6% Convertible Note to the Note Holder in the amount of $660,131.80 (the “Note”);
and


WHEREAS,
on June 26, 2017, the Company and the Note Holder entered into that certain Lock-up and Leak-out Agreement (the “LULO”),
whereby the Note Holder agreed, inter alia, not to convert the Note into Common Stock (the “Lock-Up”)
and agreed to certain limitations in respect of sales of the Company’s Common Stock from and after the date on which conversions
were no longer prohibited (the “Leak-Out”); and


 


WHEREAS,
the Parties now wish to amend the LULO to permit conversion of the Note into shares of Common Stock and, thereby, eliminating
the Lock-Up provisions of the LULO, but wish to keep the provisions of the Leak-Out and the other provisions of the LULO;


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound hereby, hereby agree as
follows:


 


1.       Incorporation
of Recitals. The above-referenced Recitals are specifically incorporated into this Amendment as an integral part hereof,
are true and accurate in all respects and are intended to bind the Parties hereto. For the avoidance of doubt, Recitals are not
merely a statement of intention but are intended to be operative provisions of this Amendment.


 


2.       Integrated
Document. It is the intention of the parties hereto that this Amendment and the LULO, as so amended, shall be read
as and considered to be an integrated document, setting forth the entire agreement of the Parties hereto with respect to its subject
matter. There are no other terms, conditions, promises, understandings, statements or representations, express or implied, concerning
this Agreement that are not included herein or in the LULO.


 


3.       Release
of Transfer Restrictions; Transfer Agent Instructions. The Note Holder is hereby released from the provisions of paragraph
1 of the LULO, and any related provisions thereof in respect of the termination of the Lock-Up provisions thereof and, accordingly,
may, but need not, convert some or all of the Note into shares of Common Stock or transfer, assign, mortgage, hypothecate, or
otherwise encumber or permit or suffer any encumbrance of all or any part of the Note. The Company shall revoke any “stop-transfer”
or other instructions that may have been issued to its transfer agent (the “Stop Transfer Instructions”) in
connection with the LULO.


 





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4.       Representations
and Warranties. Each Party hereto hereby represents and warrants to the other Party as follows:


 


(a)       Authorization.
Such Party has the full right, power and authority to enter into this Amendment and to have entered into the LULO and to perform
the terms and provisions hereof and thereof. The execution, delivery, and performance of this Amendment and of the LULO by such
Party have been duly authorized by all necessary action on the part of such Party, and this Amendment and the LULO constitute
the valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms.


 


(b)       No
Conflicts. Neither the execution and delivery of this Amendment nor the previous execution and delivery of the LULO nor
compliance with the terms and provisions hereof or thereof on the part of such Party shall breach any statutes or regulations
of any governmental authority, domestic or foreign, or shall conflict with or result in a breach of such Party’s organizational
document(s) (if applicable) or of any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement
or instrument to which such Party is a party or by which it or its assets are or may be bound, or constitute a default thereunder
or an event which with the giving of notice or passage of time or both would constitute a default thereunder, or require the consent
of any person or entity.


 


(c)       Consents
and Approvals. No consent, waiver, approval, order, permit, or authorization of, or declaration or filing with, or notification
to, any person or entity is required on the part of such Party in connection with the execution and delivery of this Amendment
or was required in connection with the execution and delivery of the LULO or the consummation of the transactions contemplated
hereby or thereby.


 


5.       Miscellaneous.


 


(a)       Superseding
Clause. This Amendment supersedes any and all other agreements, and/or resolutions dealing with the subject matter of
the LULO insofar as this Amendment purports to amend paragraph 1 of the LULO, and any related provisions thereof in respect of
the termination of the Lock-Up provisions thereof.


 


(b)       Notices.
All notices or other communications required or permitted by this Agreement or by law to be served on or given to either Party
to this Amendment by the other Party shall be in writing and shall be deemed duly served when personally delivered to the Party
at an address agreed upon by both Parties.


 


(c)       Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of California, without giving effect to the principles of conflict 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 or in the federal courts
located in the County and City of Los Angeles, California. The Parties to this Amendment hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder or in respect of the LULO and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The Parties executing this Amendment, the LULO,
and other agreements referred to herein or therein or delivered in connection herewith or therewith agree to submit to the in
personam jurisdiction of such courts and, to the maximum extent permitted by law, hereby irrevocably waive trial by jury.
If either Party commences an action arising out of this Amendment or the LULO, the prevailing Party shall, in addition to
any other damages and costs awarded, be entitled to reasonable legal fees incurred in connection with the prosecution or defense
of such action.


 





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(d)       Headings.
The headings preceding the text of the several sections of this Agreement are inserted for convenience and shall not affect
the meaning, construction, scope or effect of this Amendment.


 


(e)       Assignment.
This Amendment and the LULO and all the provisions hereof and thereof will be binding upon and inure to the benefit of the
Parties hereto and their respective successors and permitted assigns.


 


(f)       Severability.
Whenever possible, each provision of this Amendment and the LULO will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision hereof or thereof is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such provision or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment or the LULO.


 


(g)       Amendment.
Except as provided herein, the LULO has not been amended. In the event either party wishes to amend the LULO further, it may
only be amended or waived in a writing executed by the both Parties.


 


(h)       No
Waiver of Rights. No failure or delay on the part of any Party in exercising any right, power or privilege under this
Amendment or under the LULO shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein and therein
provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.


 


(i)       Complete
Amendment. This Amendment contains the complete agreement between the Parties hereto to amend he LULO and supersedes any
prior understandings, agreements or representations by or between the Parties, written or oral, that may have related to the subject
matter hereof in any way.


 


(j)       Counterparts.
This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same amendment
and shall become effective when counterparts have been signed by each Party and delivered to the other Party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of
an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 





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(k)       Advice
of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AMENDMENT AND THE LULO, SUCH PARTY HAS HAD THE OPPORTUNITY
TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS (AND HAD) READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS HEREOF
AND THEREOF. NEITHER THIS AMENDMENT NOR THE LULO SHALL BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
HEREOF OR THEREOF.


 


[ Remainder
of Page Intentionally Left Blank; Signature Page to Follow ]


 





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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the Effective Date defined above.


 


	 	company:

                     

        

        Gopher
        Protocol, INC. 

	 	 	 

	 	By:	 /s/ Greg Bauer
	 	 	Name: Greg Bauer
	 	 	Title: Chief Executive Officer


 


	 	NOTE HOLDER:

                     

        

        Guardian
        Patch, LLC

        

	 	 	 

	 	By:	/s/ Randolph Ben Clymer
	 	 	Name: Randolph Ben Clymer
	 	 	Title: Manager


  


[
Signature Page to Amendment of LULO ]


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