Gopher Protocol Inc. entered into an asset purchase agreement to acquire certain assets of ECS Prepaid LLC for $2.2 million March 1, 2018. The assets include, but are not limited to, the processing prepaid platform, servers, POS terminals, customer list, a processing software program and goodwill. Of the purchase consideration, $0.1 million was paid on the closing date and the balance will be paid pursuant to a secured promissory note in the amount of $1 million. In addition, Gopher issued 0.5 million shares of its common stock and warrants to purchase 0.5 million shares of Gopher common stock. The warrants were assigned by ECS to Dennis Winfrey and are exercisable for a period of five years at a fixed exercise price of $1.85 per share and contain standard anti-dilution protection. Under the ESC Note, which is secured by the assets acquired, Gopher is required to make ten equal payments of $0.1 million commencing on April 15, 2018. Gopher may prepay the ECS note at any time without penalty. At closing, Gopher and Derron Winfrey entered into an employment agreement pursuant to which he was retained as Chief Operating Officer for a term of one year, subject to an automatic extension, unless terminated, in consideration of a base salary of $144,000 and an annual bonus of $25,000 in shares of Gopher common stock subject to the discretion of Gopher?s Board of Directors. In addition, Derron Winfrey received a signing bonus of 0.25 million shares of common stock, a Common Stock Purchase Warrant to acquire 0. Million shares of common stock at an exercise price of $1.85 per share and a $50,000 bonus with $25,000 paid on the closing date and $25,000 payable on May 1, 2018. Gopher also entered into an employment agreement with Mark Garner pursuant to which he was retained as Vice President of Operations for a term of one year, subject to an automatic extension, unless terminated, in consideration of a base salary of $0.12 million and an annual bonus of $25,000 in shares of Gopher common stock subject to the discretion of the Board of Directors. Mark Garner received a signing bonus of 0.25 million shares of common stock, a Common Stock Purchase Warrant to acquire 0.5 million shares of common stock at an exercise price of $1.85 per share and a $50,000 bonus with $25,000 paid on the closing date and $25,000 payable on May 1, 2018. Concurrently, on March 16, 2018, Gregory Bauer was appointed as Chairman of Gopher Board. J.I.L. Venture LLC assisted in the structuring and negotiation of the purchase agreement and related asset purchase in consideration for 1 million shares of Gopher common stock and warrants to purchase 1.5 million shares of common stock exercisable for a term of five years at an exercise price of $1.85 per share.

Certain Assets of ECS Prepaid LLC comprises processing prepaid platform, servers, POS terminals, customer list, a processing software program, and goodwill.