Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”), dated as of April 25, 2018 is made by and between GOPHER
PROTOCOL INC., a Nevada corporation (the “Company’), and Muhammad Khilji, a director and/or officer
of the Company (the “Indemnitee”).


 


RECITALS


 


A.       The
Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations
unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation
costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship
to the compensation of such directors and officers;


 


B.       Based
on their experience as business managers, the Board of Directors of the Company (the “Board’’)
has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company,
and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the
Company contractually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages
in connection with claims against such officers and directors in connection with their service to the Company;


 


C.
      The Nevada Revised Statutes, under which the Company is organized (the “Law”),
empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at
the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides
that the indemnification provided by the Law is not exclusive; and


 


D.       The
Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from
undue concern for claims for damages arising out of or related to such services to the Company.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.       Definitions.


 


1.1.     Agent.
For the purposes of this Agreement, “agent” of the Company means any person who is or was a director
or officer of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to
represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign
or domestic corporation which was a predecessor corporation of the Company, or was a director or officer of another enterprise
or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation.
The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates
and predecessor corporations.


 






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1.2     Expenses.
For purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever
(including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and
reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing
or enforcing a right to indemnification or advancement of expenses under this Agreement, the Law or otherwise.


 


1.3      Proceeding.
For the purposes of this Agreement, ‘‘proceeding” means any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.


 


1.4     Subsidiary.
For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting
securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more
of the Company’s subsidiaries.


 


2.       Agreement
to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company
(or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company,
faithfully and to the best of his ability, so long as he or she is duly appointed or elected and qualified in accordance with
the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however,
that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the
Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under this
Agreement to continue to indemnify the Indemnitee for any actions taken or not taken by him or her after the date of resignation
or termination of such position.


 


3.       Directors’
and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable,
maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”),
on such terms and conditions as may be approved by the Board.


 


4.       Mandatory
Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:


 


4.1    
Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to
any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the
Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement)
actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding
if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and


 


4.2     Derivative
Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by
or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was an agent of the Company,
or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding
and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of
such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests
of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter
as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due
to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the
Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such amounts which the Court of Chancery or such other court shall deem proper; and


 






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4.3       Exception
for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee
for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.


 


5.         Partial
Indemnification and Contribution.


 


5.1       Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
BRISA excise taxes or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement
or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company
shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is
not entitled to indemnification.


 


5.2       Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory
limitations set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly
liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or
payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on
the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (ii) the relative
fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such
expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of
the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting
in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account
of the foregoing equitable considerations.


 


6.         Mandatory
Advancement of Expenses.


 


6.1       Advancement. Subject to Section 9 below and except as prohibited by law, the Company shall advance all expenses incurred by the Indemnitee
in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is
threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything
done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if,
and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The advances
to be made hereunder shall be paid by the Company to the Indemnitee within 30 days following delivery of a written request therefor
by the Indemnitee to the Company.


 






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6.2       Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses
to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members
of the Board reasonably determines in good faith, within 30 days of the Indemnitee’s request to be advanced expenses, that
the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted
in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner
set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to “indemnification” being deemed to refer
to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly
that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section
6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the
lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group
of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage
points without advance Board approval.


 


7.         Notice
and Other Indemnification Procedures.


 


7.1       Promptly
after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee
shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement,
notify the Company of the commencement or threat of commencement thereof.


 


7.2       If,
at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7. 1 hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable because of such proceeding in accordance with
the terms of such D&O Insurance policies.


 


7.3       In
the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not
be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such
notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable
to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same
proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding
at the Indemnitee’ s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with
any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity
and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel
by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall
not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’
s counsel shall be at the expense of the Company.


 






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		8.	Determination
                                         of Right to Indemnification.



 


8.1       To
the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1
or 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee
against expenses actually and reasonably incurred by him or her in connection with the investigation, defense or appeal of such
proceeding, or such claim, issue or matter, as the case may be.


 


8.2       In
the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify
the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the
Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.


 


8.3       The
Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that
the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can
select a forum consisting of the stockholders of the Company only with the approval of the Company:


 


(a)       A
quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;


 


(b)       The
stockholders of the Company;


 


(c)       Legal
counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;


 


(d)       A
panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last
of whom is selected by the first two arbitrators so selected; or


 


(e)       The
Court of Chancery of Nevada.


 


8.4       As
soon as practicable, and in no event later than 30 days after the forum has been selected pursuant to Section 8.3 above, the Company
shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and
the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.


 


8.5       If
the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered,
the Company or the Indemnitee shall have the right to apply to the State Courts of the State of Nevada, for the purpose of appealing
the decision of such forum, provided that such right is executed within 60 days after the final decision of such forum
is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee
to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such
court.


 






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8.6       Notwithstanding
any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred
by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses
incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation
or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of
the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.


 


9.         Exceptions. Any
other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


9.1       Claims
Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated
or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized
by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement,
the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement
of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or


 


9.2
      Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts
paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not
be unreasonably withheld; or


 


9.3       Securities
Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for
an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions
of Section l 6(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or
local statutory law; or


 


9.4       Unlawful
Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities
and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against
public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for
adjudication.


 


10.       Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive
of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation
or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, both as to
action in the Indemnitee’s official capacity and to action in another capacity while occupying his position as an agent
of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent
of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.


 


11.       General
Provisions.


 


11.1     Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except
as expressly limited herein.


 






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11.2       Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that
are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to
give effect to Section 11.1 hereof.


 


11.3       Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by
both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.


 


11.4       Subrogation.
In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary
or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


11.5       Counterparts.
This Agreement may be executed m one or more counterparts, which shall together constitute one agreement.


 


11.6       Successors
and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of
the parties hereto.


 


11.7       Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given:
(a) if delivered by hand and signed for by the party addressee; or (b) if mailed by certified or registered mail, with postage
prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature
page of this Agreement or as subsequently modified by written notice.


 


11.8       Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Nevada, without
giving effect to that body of laws pertaining to conflict of laws.


 


11.9       Consent
to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the
State of Nevada for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement.


 


11.10       Attorneys’
Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without
limitation, the expenses of any Proceeding described in Section 1.3) the Indemnitee shall be entitled to all reasonable fees and
expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the
Indemnitee in any such action was frivolous and not made in good faith.


 




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IN
WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.


 





	THE
    COMPANY:
	 
	BY:
    /s/ Gregory Bauer
	Name:
    Gregory Bauer
	Title:
    Chief Executive Officer
	 
	THE
    INDEMNITEE:
	 
	/s/
    Muhammad Khilji
	Muhammad
    Khilji