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”).
COMMON STOCK PURCHASE WARRANT gopher protocol inc.Security Agreement • March 6th, 2018 • Gopher Protocol Inc. • 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).
ContractSecurities Agreement • March 6th, 2018 • Gopher Protocol Inc. • 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
