SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2017 • Gopher Protocol Inc. • Services-management consulting services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 26, 2017, by and between Gopher Protocol Inc., a Nevada corporation, with headquarters located at 2500 Broadway, Suite F-125, Santa Monica, CA 90404 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2017 • Gopher Protocol Inc. • Services-management consulting services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 13, 2017, by and between Gopher Protocol, Inc., a Nevada corporation, with headquarters located at 2500 Broadway, Suite F-125, Santa Monica, CA 90404, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven, CT 06511 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2023 • GBT Technologies Inc. • Services-management consulting services • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 24, 2023, by and between GBT TECHNOLOGIES INC., a Nevada corporation, with its address at 2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • GBT Technologies Inc. • Services-management consulting services • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of December 17, 2021 (the “Execution Date”), is entered into by and between GBT Technologies, Inc., a Nevada corporation with its principal executive office at 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2018 • Gopher Protocol Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2018, between Gopher Protocol Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • December 20th, 2021 • GBT Technologies Inc. • Services-management consulting services • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of December 17, 2021 (the “Execution Date”), is entered into by and between GBT Technologies, Inc., a Nevada corporation with its principal executive office at 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
Note Purchase AgreementNote Purchase Agreement • March 1st, 2019 • Gopher Protocol Inc. • Services-management consulting services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of February 27, 2019, is entered into by and between Gopher Protocol Inc., a Nevada corporation (“Company”), and Iliad Research And Trading , L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
ContractGopher Protocol Inc. • January 2nd, 2018 • Services-management consulting services • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2017 • Gopher Protocol Inc. • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2017, by and between Gopher Protocol, Inc., a Nevada corporation, with headquarters located at 1041 Market Street, PMB 389, San Diego, CA 92101 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT gopher protocol inc.Gopher Protocol Inc. • April 13th, 2018 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bellridge Capital, LP (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the issue date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gopher Protocol Inc., a Nevada corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Date of Issuance: BELOW Amount of Debenture: BELOW 10% CONVERTIBLE DEBENTURE DUE : BELOWForex International Trading Corp. • January 27th, 2015 • Services-prepackaged software
THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of Forex International Trading Company. (the "Company")(the "Debenture").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2011 • Forex International Trading Corp. • Services-prepackaged software • Georgia
This Registration Rights Agreement (this "Agreement"), dated as of June 27, 2011, by and between Forex International Trading Corp., a Nevada corporation (the "Company"), and Centurion Private Equity, LLC, a limited liability company organized under the laws of the state of Arizona (”Investor” or the “Holder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2018 • Gopher Protocol Inc. • Services-management consulting services • Nevada
This Indemnification Agreement (this "Agreement"), dated as of July 31, 2018 is made by and between GOPHER PROTOCOL INC., a Nevada corporation (the "Company '), and Mitchell K. Tavera III, a director and/or officer of the Company (the "Indemnitee").
GOPHER PROTOCOL INC. STOCK OPTION AGREEMENTStock Option Agreement • July 31st, 2018 • Gopher Protocol Inc. • Services-management consulting services
This Stock Option Agreement ("Agreement") is made and entered into as of the date set forth below, by and between GOPHER PROTOCOL INC., a Nevada corporation (the "Company"), and the following director of the Company (herein, the "Optionee"):
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2010 • Forex International Trading Corp. • Services-prepackaged software
EMPLOYMENT AGREEMENT dated as of the 23rd day of April, 2010, effective April 1, 2010 (the “Effective Date”) by and among FOREX INTERNATIONAL TRADING CORP., a Nevada corporation with its principal office 1618 N. Fairfax Avenue, Los Angeles, California 90046 (the “Company”), and DARREN DUNCKEL, with a business address at 9 Buckskin Rd., Bell Canyon, CA 91307 (“Executive”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 28th, 2021 • GBT Technologies Inc. • Services-management consulting services • Nevada
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2021, by and between GBT TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and CINEMASHARES, INC., a Nevada company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
GOPHER PROTOCOL INC. & GLEN EAGLES ACQUISITION LP Consulting AgreementConsulting Agreement • July 12th, 2019 • Gopher Protocol Inc. • Services-management consulting services • Nevada
This Consulting Agreement, dated July 8, 2019 and effective June 24, 2019 (this “Agreement”), is made and entered into by and among GOPHER PROTOCOL INC. (the “Company”) and GLEN EAGLES ACQUISITION LP (the “Consultant”).
Re: Finder’s Fee AgreementGBT Technologies Inc. • January 12th, 2022 • Services-management consulting services • New York
As you know, GBT Technologies Inc. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer directly to third-party investors (each, an “Introduced Party”).
ContractGopher Protocol Inc. • September 22nd, 2017 • Services-management consulting services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractGopher Protocol Inc. • April 13th, 2018 • Services-management consulting services • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH EFFECT, OR COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES, UNLESS OTHERWIS
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 2022 • GBT Technologies Inc. • Services-management consulting services • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of January 28 , 2022 (the “Effective Date”), by and among Marko Radisic (the “Seller”), GBT Technologies (the “Purchaser”) and Touchpoint Group Holdings,Inc. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2018 • Gopher Protocol Inc. • Services-management consulting services • Missouri
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 1st day of March, 2018 (the "Effective Date"), is between Gopher Protocol, Inc., a Nevada corporation whose principal address is 2500 Broadway, F-125, Santa Monica, CA 90404 (the "Company"), and MARK GARNER, an individual resident of the State of Missouri whose principal address is PO Box 3045, Springfield, Missouri 65808 (“Employee"). The Company and Executive or Employee are sometimes hereinafter collectively referred to in this Agreement as the "Parties."
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2011 • Forex International Trading Corp. • Services-prepackaged software • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 1372011, by and among WHEATLEY ASSET MANAGEMENT LLC, a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place, 60 E 42nd Street, Suite 5310, New York, New York 10165 (the "Company"), and FOREX INTERNATIONAL TRADING CORP., a corporation organized under the laws of the State of Nevada with headquarters located at 3753 Howard Hughes Parkway, suite 200, Las Vegas, NV 89169 (the "Buyer").
COMMON STOCK PURCHASE WARRANT GOPHER PROTOCOL INC.Gopher Protocol Inc. • December 6th, 2018 • Services-management consulting services • Nevada
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the close of business on the 3-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gopher Protocol Inc., a Nevada corporation (the “Company”), up to the number of Warrant Shares of Common Stock stated above. The number of Warrant Shares as of the Issuance Date shall be 13,500,000; upon the Holder having tendered to the Corporation an additional $1,000,000.00, the number of Warrant Shares shall increase to 16,500,000; upon the Holder having tendered to the Corporation an additional $1,000,000.00, the number of Warrant Shares shall increase to 19,500,000; upon the Holder having tendered to the Corporation an additiona
ContractGopher Protocol Inc. • June 13th, 2017 • Services-management consulting services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2018 • Gopher Protocol Inc. • Services-management consulting services • Virgin Islands
This Securities Purchase Agreement (“Agreement”) is made and entered into on December 3, 2018 (“Effective Date”), by and between Gopher Protocol Inc. , a Nevada corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).
GOPHER PROTOCOL INC. STOCK WARRANT AGREEMENT April 2, 2018Stock Warrant Agreement • April 5th, 2018 • Gopher Protocol Inc. • Services-management consulting services
GOPHER PROTOCOL INC., a Nevada corporation (the “Company), hereby grants to the person identified above as the Warrant Holder a Warrant (the “Warrant”) to purchase the number of shares set forth above, representing one share of common stock for every share of common stock subject to an existing warrant exercised by such Warrant Holder. This Warrant is granted in consideration of the exercise of such existing warrant and on the following terms and conditions:
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • April 18th, 2018 • Gopher Protocol Inc. • Services-management consulting services • California
This Executive Retention Agreement (the “Agreement”) is made and entered into as of April 16, 2018 by and between GOPHER PROTOCOL INC., a Nevada corporation (the “Company”), and KEVIN PICKARD (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2018 • Gopher Protocol Inc. • Services-management consulting services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 4, 2018, by and between Gopher Protocol, Inc., a Nevada corporation, with headquarters located at 2500 Broadway, Suite F-125, Santa Monica, CA 90404, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven, CT 06511 (the “Buyer”).
FOREX INTERNATIONAL TRADING CORP. INVESTMENT AGREEMENTInvestment Agreement • June 29th, 2011 • Forex International Trading Corp. • Services-prepackaged software • Georgia
THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 5th, 2023 • GBT Technologies Inc. • Services-management consulting services • Nevada
THIS TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into this 3 day of April, 2023, (the “Effective Date”), by and between Trend Innovations Holding, Inc., a Nevada corporation (“Licensor”), and, GBT Technologies, Inc., a Nevada corporation (“GBT”), GBT Tokenize Corp, a Nevada limited liability company and a 50% owned subsidiary of GBT (“Subsidiary” and together with GBT, the “Company”).
FIFTH AMENDMENT TO PROMISSORY NOTEPromissory Note • August 23rd, 2021 • GBT Technologies Inc. • Services-management consulting services
This Fifth Amendment to Promissory Note (this “Amendment”) is entered into as of August 19, 2021, by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and GBT Technologies Inc. (f/k/a Gopher Protocol, Inc.), a Nevada corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • January 7th, 2021 • GBT Technologies Inc. • Services-management consulting services • Nevada
This Mutual Release and Resolution Agreement (“Agreement”) is entered into and effective as of the date the last party hereto executes this Agreement (the “Effective Date”), by and among Stanley Hills, LLC, a Nevada limited liability company (“Stanley”), together with AltCorp Trading, LLC, a Costa Rica limited liability company (“AltCorp”) and Surge Holdings, Inc., a Nevada corporation n/k/a SurgePays, Inc. (“Surge”), with Stanley and AltCorp each referred to herein as a “Plaintiff” and collectively as the “Plaintiffs,” and each above-identified entity referenced herein individually as a “Party” and collectively as the “Parties,” with respect to the litigation styled as AltCorp Trading, LLC, et al. v. Surge Holdings, Inc., Case No. A-20-823039-B (the “Action”), pending in Department 13 of the Eighth Judicial District Court for Clark County, Nevada (the “Court”). This Agreement is made pursuant to that certain Interim Agreement entered between and among the Parties on December 4, 2020 (
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 6th, 2011 • Forex International Trading Corp. • Services-prepackaged software • New York
SHARE EXCHANGE AGREEMENT, dated as of April 5, 2011 (the “Agreement”), by and among FOREX INTERNATIONAL TRADING CORP., a Nevada corporation (“Purchaser”) and H.A.M. GROUP LIMITED, a Nevis corporation (the “Seller”).
ContractAsset Purchase Agreement • April 5th, 2023 • GBT Technologies Inc. • Services-management consulting services • Nevada
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 3, 2023, among GBT Tokenize Corp, a Nevada limited liability company (the “Seller”) which is 50% owned by GBT Technologies, Inc., a Nevada corporation (“GBT”) and Trend Innovations Holding, Inc., a Nevada corporation (the “Buyer”).
