Exhibit 4.1


 


THE WARRANT REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED
UNLESS SUCH SALE OR TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant No. WF-01	Number of Shares: 93,750


 


GOPHER
PROTOCOL INC.


COMMON STOCK, PAR VALUE $.00001 PER SHARE


VOID AFTER 5:00 P.M. EASTERN STANDARD
TIME


JUNE 18, 2021


 


This Warrant is issued
to WATERFORD GROUP, LLC ("Holder") by GOPHER PROTOCOL INC., a Nevada corporation (hereinafter with its successors
called the "Company").


 


For value received
and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from the Company at a purchase price
per share of $2.25, NINETY THREE THOUSAND SEVEN HUNDRED FIFTY (93,750) fully paid and non-assessable shares of common stock, par
value $.00001 per share ("Common Shares") of the Company. Such purchase price per Common Share, adjusted from time to
time as provided herein, is referred to as the "Purchase Price."


 


1.          The
Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise form annexed hereto duly
executed, at the office of the Company, or such other office as the Company shall notify the Holder in writing, together with a
certified or bank cashier's check payable to the order of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.


 


2.          The
person or persons in whose name or names any certificate representing Common Shares is issued hereunder shall be deemed to have
become the holder of record of the Common Shares represented thereby as of the close of business on the date on which this Warrant
is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as
this Warrant is exercised or terminates, the Purchase Price payable and the number and character of securities issuable upon exercise
of this Warrant are subject to adjustment as hereinafter provided.


 




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3.          Unless
previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard Time, on June 18, 2021, and shall be
void thereafter.


 


4.          The
Company covenants that it will at all times reserve and keep available a number of its authorized Common Shares, free from all
preemptive rights, which will be sufficient to permit the exercise of this Warrant. The Company further covenants that such shares
as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and non-assessable
and free from all taxes, liens, and charges.


 


5.          If
the Company subdivides its outstanding Common Shares, by split-up or otherwise, or combines its outstanding Common Shares, the
Purchase Price then applicable to shares covered by this Warrant shall forthwith be proportionately decreased in the case of a
subdivision, or proportionately increased in the case of a combination.


 


6.          In
no event shall any fractional Common Share of the Company be issued upon any exercise of this Warrant. If, upon exercise of this
Warrant as an entirety, the Holder would, except as provided in this Section 8, be entitled to receive a fractional Common Share,
then the Company shall issue the next higher number of full Common Shares, issuing a full share with respect to such fractional
share. If this Warrant is exercised at one time for less than the maximum number of Common Shares purchasable upon the exercise
hereof, the Company shall issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal
to the difference between the number of shares purchasable upon full exercise of this Warrant and the number of shares that were
purchased upon the exercise of this Warrant.


 


7.          Whenever
the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate setting forth
the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


8.          The
Company will maintain a register containing the names and addresses of the Holder and any assignees of this Warrant. Holder may
change its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written
communication required or permitted to be given to the Holder may be delivered by confirmed facsimile or telecopy or by a recognized
overnight courier, addressed to Holder at the address shown on the warrant register.


 


9.           This Warrant
has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities
laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and exemptions under the State
Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and all rights hereunder are transferable in whole
or in part, at the office of the Company at which this Warrant is exercisable, upon surrender of this Warrant together with the
assignment hereof properly endorsed.


 




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10.        In case this
Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and
deliver the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu
of any Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction
of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction)
and of indemnity with sufficient surety satisfactory to the Company.


 


11.        Unless
a current registration statement under the Securities Act, shall be in effect with respect to the securities to be issued upon
exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and
at the time of any proposed transfer of securities acquired upon exercise hereof, the Company may require Holder to make such representations,
and may place such legends on certificates representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares to be issued without such registration.


 


12.        This Warrant does not entitle Holder to any of the rights of a stockholder of the Company.


 


13.        Nothing
expressed in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties to this Agreement any covenant, condition, stipulation,
promise, or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall
be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.


 


14.        The
provisions and terms of this Warrant shall be construed in accordance with the laws of the State of California.         


 


IN WITNESS WHEREOF,
this Warrant has been duly executed by the Company as of June 10, 2016


 


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


 




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FORM OF EXERCISE


 


Date: ____________________


 


		To:	[    ]



 


The undersigned hereby
subscribes for _______ shares of common stock of Gopher Protocol Inc. covered by this Warrant and hereby delivers $___________
in full payment of the purchase price thereof. The certificate(s) for such shares should be issued in the name of the undersigned
entity or as otherwise indicated below:


 


	 	Waterford Group, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


	 	 
	 	Name for Registration, if different
	 	 
	 	 
	 	Street Address
	 	 
	 	 
	 	City, State and Zip Code
	 	 
	 	 
	 	Tax ID Number