Exhibit 10.1


 


Gopher Protocol Inc.


 


2500 Broadway, Suite F-125


 


Santa Monica, CA 90404


 


April 25, 2018


 


Muhammad Khilji


 


Letter of Appointment – Board of Directors


 


Dear Mr. Khilji:


 


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. 





 


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


 






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	Yours
    Sincerely,
	 
	Gopher
    Protocol Inc.
	 
	By:_
    /s/Gregory Bauer Name:
	 
	Gregory
    Bauer
	 
	Title:
    Chief Executive Officer
	 
	Agreed
    to and accepted by:
	 
	/s/
    Muhammad Khilji
	Muhammad
    Khilji






 





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