Exhibit 10.1


 


Gopher
Protocol Inc.


 


2500
Broadway, Suite F-125


 


Santa
Monica, CA 90404


 


June
18, 2018


 


Eva
Bitter


 


Letter
of Appointment – Board of Directors


 


Dear
Ms. Bitter:


 


We
are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Gopher Protocol Inc. (the
“Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company
and will be effective from the date of the signing of this letter.


 


		1.	Your
                                         Duties: 



 


		a)	You
                                         will be expected to attend all meetings (either in person or by teleconference) of the
                                         Board of the Company, of which we expect to hold approximately four per annum as well
                                         as sign all written consents if you deem appropriate. In addition, you will be expected
                                         to perform such other duties as are reasonably contemplated by your holding office as
                                         a director of the Company or which may reasonably be assigned to you by the Board from
                                         time to time. 



 


		b)	As
                                         a director you will: 



 


		i)	Perform
                                         to the best of your abilities and knowledge the duties reasonably assigned to you by
                                         the Board from time to time, whether during or outside business hours and at such places
                                         as the Board reasonably requires; 



 


		ii)	Use
                                         all reasonable efforts to promote the interests of the Company;



 


		iii)	Attend
                                         directors’ meetings;



 


		iv)	Act
                                         in the best interests of the Company; and 



 


		v)	Work
                                         closely with the Board of Directors and the Chief Executive Officer. 



 


		c)	As
                                         you will appreciate, however, your time commitment will ultimately be a product of the
                                         matters confronting the Company from time to time and matters properly requiring your
                                         attention as a director of the Company. 



 


		2.	Remuneration:



 


		a)	Upon
                                         signing this agreement, the Company shall issue you (i) 100,000 shares of common stock
                                         of the Company and (ii) a stock option to purchase 100,000 shares of the Company’s
                                         common stock at an exercise price of $2.50 per share.



 






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		b)	The
                                         Company shall issue you 100,000 shares of common stock of the Company per annum in four
                                         equal tranches of 25,000 on January 1st, April 1st, July 1st
                                         and October 1st commencing January 1, 2019.



 


		c)	The
                                         Company shall pay you $5,000 per quarter on January 1st, April 1st,
                                         July 1st and October 1st commencing July 1, 2018.



 


	3.	Expenses:
                                         Subject to you providing the Company with receipts or other evidence of payment, the
                                         Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably
                                         incurred by you in connection with attending and returning from Board, Committee, Company,
                                         meetings or otherwise in connection with the Company’s business. Reasonable travel
                                         and out of pocket expenses used in connection with the business of the Group shall include: 



 


		a)	Domestic
                                         and international travel (economy class under 4 hours and business class over 4 hours);
                                         and 



 


		b)	Hotel
                                         accommodation. 



 


		4.	Termination
                                         of Appointment: 



 


		a)	Your
                                         appointment as the Director may be terminated at any time by the vote of the stockholders
                                         of the Company in accordance with the certificate of incorporation and bylaws of the
                                         Company. 



 


		b)	You
                                         acknowledge and agree that if the shareholders of the Company terminate your appointment,
                                         you will have no claim of any kind against the Company by reason of the termination.  



 


		c)	You
                                         are at liberty to terminate the appointment at any time by notice in writing to the Company.



 


		5.	What
                                         happens after termination of appointment?   



 


If your appointment is terminated for any
                                         reason or you resign for any reason:


 


		a)	The
                                         Company may set off any amounts you owe the Company against any amounts the Company owes
                                         to you as a Director at the date of termination except for amounts the Company is not
                                         entitled by law to set off; 



 


		b)	You
                                         must return all the Company’s property (including property leased by the Company)
                                         to the Company on termination including all written or machine readable material, software,
                                         computers, credit cards, keys and vehicles; and 



 


		c)	You
                                         must not record any confidential information in any form after termination.



 


		6.	Prohibited
                                         Activities: 



 


		a)	You
                                         undertake to the Company that you will not during the term of your appointment engage
                                         in a business or an activity that would place you in a position of conflict in respect
                                         of the performance of your duties. 



 






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		b)	The
                                         terms of your appointment do not restrict you from accepting appointment as a director
                                         of any other company outside of the Company’s industry, providing consulting services
                                         or any other business or other activity whatsoever. The Company acknowledges and accepts
                                         your current roles as a director.  You recognize that the services to be performed
                                         by you under the Agreement are special, unique and extraordinary. The parties confirm
                                         that it is reasonably necessary for the protection of the Company’s goodwill that
                                         you agree, and accordingly, you do hereby agree and covenant, that during your term as
                                         director, you will not, directly or indirectly, except for the benefit of the Company:



 


		i.	become
                                         an officer, director, more than 2% stockholder, partner, associate, employee, owner,
                                         proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be
                                         interested in or associated with any other corporation, firm or business engaged in the
                                         same or any similar business competitive with that of the Company (including the Company’s
                                         present and future subsidiaries and affiliates) (the “Business”); or



 


		ii.	solicit,
                                         cause or authorize, directly or indirectly, to be solicited for or on behalf of himself
                                         or third parties from parties who were customers of the Company (including its present
                                         and future subsidiaries and affiliates) at any time during your term, any business similar
                                         to the business transacted by the Company with such customer; or



 


		iii.	accept
                                         or cause or authorize, directly or indirectly, to be accepted for or on behalf of your
                                         or third parties, business from any such customers of the Company (including its present
                                         and future subsidiaries and affiliates); or



 


		iv.	solicit,
                                         or cause or authorize, directly or indirectly, to be solicited for employment for or
                                         on behalf of you or third parties, any persons who were at any time during your term
                                         hereunder, employees of the Company (including its present and future subsidiaries and
                                         affiliates); or



 


		v.	employ
                                         or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself
                                         or third parties, any such employees of the Company (including its present and future
                                         subsidiaries and affiliates); or



 


		vi.	use
                                         the tradenames, trademarks, or trade dress of any of the products of the Company (including
                                         its present and future subsidiaries and affiliates); or any substantially similar tradename,
                                         trademark or trade dress likely to cause, or having the effect of causing, confusion
                                         in the minds of manufacturers, customers, suppliers and retail outlets and the public
                                         generally.



 


You
acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent
with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established
precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration
of the aforesaid covenant not to compete, contained in an appropriate decree.


 


		c)	Except
                                         as permitted in this Agreement or as approved by the Company, you will not (i) use any
                                         Confidential Information (as defined below) or (ii) disseminate or in any way disclose
                                         the Confidential Information to any person, firm, business or governmental agency or
                                         department. You may use the Confidential Information to perform your Duties for the benefit
                                         of Company. You shall treat all Confidential Information with the same degree of care
                                         as you accord to your own confidential information, but in no case shall you use less
                                         than reasonable care. You shall immediately give notice to Company of any unauthorized
                                         use or disclosure of the Confidential Information. You shall assist Company in remedying
                                         any the unauthorized use or disclosure of the Confidential Information. You agree not
                                         to communicate any information to Company in violation of the proprietary rights of any
                                         third party.



 


“Confidential
Information” means (a) any technical and non-technical information related to the Company’s business and current,
future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual
property, and information concerning research, development, design details and specifications, financial information, procurement
requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans
and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary”
and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat
as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.


 






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		7.	Notices
                                         and Other Communications: 



 


		a)	Service of Notices 

                                                                                 

                                                                                A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be: 




 


		i)	In
                                         writing and in English directed to the address advised by the recipient for notices,
                                         as varied by any notice; and 



 


		ii)	Hand
                                         delivered or sent by prepaid post or facsimile to that address. 



 


		b)	Effective
                                         on Receipt: A Notice given in accordance with section 7a takes effect when received (or
                                         at a later time specified in the Notice), and is taken to be received: 



 


		i)	If
                                         hand delivered, on delivery; 



 


		ii)	If
                                         sent by prepaid post, two Business Days after the date of posting (or seven Business
                                         Days after the date of posting if posted to or from outside The United States of America); 



 


		iii)	If
                                         sent by facsimile, when the sender’s facsimile system generates a message confirming
                                         successful transmission of the entire Notice unless, within eight Business Hours after
                                         the transmission, the recipient informs the sender that it has not received the entire
                                         Notice;



 


but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to
be received at 9.00am on the Business Day after that delivery, receipt or transmission. 


 


		8.	Miscellaneous



 


		a)	Alterations:
                                         This letter may be altered only in writing signed by each party. 



 


		b)	Approvals
                                         and consents: Except where this letter expressly states otherwise, a party may, in its
                                         discretion, give conditionally or unconditionally or withhold any approval or consent
                                         under this letter. 



 


		c)	Assignment:
                                         This letter may NOT be assigned by either party. 



 


		d)	Costs:
                                         Each party must pay its own costs of negotiating, preparing and executing this letter.



 


		e)	Survival:
                                         Any indemnity in this letter is independent and survives termination of this letter.
                                         Any other provision by its nature intended to survive termination of this letter survives
                                         termination of this letter. 



 


		f)	Counterparts:
                                         This letter may be executed in counterparts. All executed counterparts constitute one
                                         document. 



 






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		g)	No
                                         Merger: The rights and obligations of the parties under this letter do not merge on completion
                                         of any transaction contemplated by this letter. 



 


		h)	Entire
                                         Agreement: This letter constitutes the entire agreement between the parties in connection
                                         with its subject matter and supersedes all previous agreements or understandings between
                                         the parties in connection with its subject matter. 



 


		i)	Further
                                         Action: Each party must do, at its own expense, everything reasonably necessary (including
                                         executing documents) to give full effect to this letter and the transactions contemplated
                                         by it. 



 


		j)	Waiver:
                                         A party does not waive a right, power or remedy if it fails to exercise or delays in
                                         exercising the right, power or remedy. A single or partial exercise of a right, power
                                         or remedy does not prevent another or further exercise of that or another right, power
                                         or remedy. A waiver of a right, power or remedy must be in writing and signed by the
                                         party giving the waiver. 



 


		k)	Relationship:
                                         Except where this letter expressly states otherwise, it does not create a relationship
                                         of employment, agency or partnership between the parties. 



 


		l)	Confidentiality:
                                         A party may only use the confidential information of another party for the purposes of
                                         this letter, and must keep the existence of this letter and the terms of it and the confidential
                                         information of another party confidential information except where: 



 


		i)	The
                                         information is public knowledge (but not because of a breach of this letter) or the party
                                         has independently created the information; or 



 


		ii)	Disclosure
                                         is required by law or a regulatory body (including a relevant stock exchange).



 


		m)	Announcements:
                                         A public announcement in connection with this letter or a transaction contemplated by
                                         it must be agreed by the parties before it is made, except if required by law or a regulatory
                                         body (including a relevant stock exchange). 



 


	9.	Insurance:
                                         The Company has directors’ and officers’ liability insurance under which
                                         you are covered in the US and elsewhere for all usual risks during the term of your appointment
                                         as the Director. The Company will maintain that cover for the full term of your appointment. 



 


		10.	Contract
                                         for Services: This is a contract for services and is not a contract of employment. 



 


	11.	Governing
                                         Law: This Agreement shall be governed by the laws of the State of Nevada (without giving
                                         effect to choice of law principles or rules thereof that would cause the application
                                         of the laws of any jurisdiction other than the State of Nevada) and the invalidity or
                                         unenforceability of any provision hereof shall in no way affect the validity or enforceability
                                         of any other provision. Any provision of this Agreement which is prohibited or unenforceable
                                         in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
                                         of such prohibition or unenforceability without invalidating or affecting the remaining
                                         provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
                                         not invalidate or render unenforceable such provision in any other jurisdiction. 



 






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Please
sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.


 





	Yours Sincerely,	 
	 	 
	Gopher Protocol Inc.	 
	 	 
	By:/s/ Mansour Khatib	 
	 	 
	Name: Mansour Khatib	 
	 	 
	Title: Interim Chief Executive Officer	 
	 	 
	Agreed to and accepted by:	 
	 	 
	/s/ Eva Bitter 	 
	Eva Bitter	 



 



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