GOPHER PROTOCOL INC. & GUARDIAN PATCH LLC Consulting AgreementConsulting Agreement • September 7th, 2017 • Gopher Protocol Inc. • Services-management consulting services
This Consulting Agreement, dated effective August 31, 2017 (this “Agreement”), is made and entered into by and among GOPHER PROTOCOL INC. (the “Company”) and GUARDIAN PATCH LLC (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2017 • Gopher Protocol Inc. • Services-management consulting services • Georgia
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 1st day of September, 2017 (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 Gregory Bauer, an individual resident of the State of Georgia whose principal address is 4290 Bells Ferry Road, Suite 106, Box 22, Kennesaw, Georgia 30144 (“Employee"). The Company and Employee are sometimes hereinafter collectively referred to in this Agreement as the "Parties."
ContractStock Warrant Agreement • September 7th, 2017 • Gopher Protocol Inc. • Services-management consulting services
THIS WARRANT MAY NOT BE ASSIGNED OR TRANSFERRED BY THE WARRANT HOLDER, EXCEPT WITH THE COMPANY’S PRIOR WRITTEN CONSENT IN LIMITED CIRCUMSTANCES AS DESCRIBED HEREIN, AND IF SO REQUESTED BY THE COMPANY, THE DELIVERY BY THE WARRANT HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER OR ASSIGNMENT IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 7th, 2017 • Gopher Protocol Inc. • Services-management consulting services • Georgia
This Asset Purchase Agreement (this "Agreement"), dated as of 1st day of September, 2017, is entered into between RWJ ADVANCED MARKETING, LLC, a Georgia limited liability company ("Seller"), whose principal address is 4290 Bells Ferry Road, Suite 106, Box 22, Kennesaw, Georgia 30144, and GOPHER PROTOCOL INC., a Nevada corporation ("Buyer"), whose principal address is 2500 Broadway Blvd., Suite 125F, Santa Monica, CA 90404.
ADDENDUM TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 7th, 2017 • Gopher Protocol Inc. • Services-management consulting services
In connection with Seller’s covenants, representations and warranties to Buyer, as provided in Section 4(a) of the Agreement and as specifically referenced in Section 4(a)(J) thereof in respect of “Financial Statements,” Seller hereby covenants to provide to Buyer those financial statements of the Seller (on a carve-out basis or other-wise), including an unqualified opinion of Seller’s independent auditor, that (in connection with the transactions contemplated by the Agreement, i.e., the assignment of substantially all the assets and the assumption of certain specified liabilities of the Business, as referenced therein) are required to be filed pursuant to Item 9.01(a) and (b) of the Buyer’s Current Report on Form 8-K (Buyer’s “Current Report”) in connection with the closing of such transactions. Seller further covenants to provide such financial statements and unqualified opinion to Buyer in a form that Buyer can file in an amendment to its Current Report not later than sixty (60) day
