Exhibit
10.19


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OR (B) 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 OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


ROCKETFUEL
BLOCKCHAIN, INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Warrant
    No. W-3	Original
Issue Date: March 18, 2021


 


RocketFuel
Blockchain, Inc., a Nevada corporation (the
“Company”), hereby certifies that, for value received, Peter M. Jensen
or his permitted registered assigns (the “Holder”), is entitled to purchase from the Company up
to a total of 265,982 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise
price per share equal to $1.00 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”),
at any time and from time to time on or after the Original Issue Date and through and including 5:00 P.M., Los Angeles, California
time, on the 10th anniversary of the Original Issue Date (the “Expiration Date”), subject to the following
terms and conditions:


 


1.
Definitions. In addition to the terms defined elsewhere in this warrant (this “Warrant”), capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Executive Employment Agreement dated
as of September 15, 2020 between the Company and the Holder (the “Agreement”).


 


2.
Registration of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder
or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 




    	 



    	 	 	 



    

 


3.
Registration of Transfers. Subject to the restrictions on transfer set forth in Section 7 of the Agreement and compliance
with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant
Register, upon (i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed
and signed, to the Company at its address specified in the Agreement and (ii) (x) delivery, at the request of the Company, of
an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may
be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities
or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and making the representations and certifications
set forth in Section 7 of the Agreement, to the Company at its address specified in the Agreement. Upon any such registration
or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New
Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance
of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations
of a Holder of a Warrant. Notwithstanding the foregoing, this Warrant may not be transferred in increments of less than 10,000
Warrant Shares unless the entire remaining Warrant is transferred.


 


4.
Exercise and Duration of Warrants.


 


(a)
All or any part of this Warrant shall be exercisable, in whole or in part, by the registered Holder at any time and from time
to time on or after the Original Issue Date and through and including 5:00 P.M., Los Angeles, California time, on the Expiration
Date. At 5:00 P.M., Los Angeles, California time, on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding.


 


(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule
1 hereto (the “Exercise Notice”), appropriately completed and duly signed and (ii) payment in immediately
available funds of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date
such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise
Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided
above shall constitute the Holder’s certification to the Company that its representations contained in Section 7 of the
Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder
that is not a party to the Agreement, such transferee Holder’s certification to the Company that such representations are
true and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as
cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant
Shares.


 




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5.
Delivery of Warrant Shares.


 


(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as
the Holder may designate (provided that if the Holder directs the Company to register the Warrant Shares in a name other than
that of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the
Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption
from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate
for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the
resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares
are not freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person
permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such
Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall,
upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant
Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar
functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if
its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.


 


(b)
If by the close of the third Trading Day after delivery of a properly completed Exercise Notice (and any other documents required
pursuant to Section 5(a)), the Company fails to deliver to the Holder the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if on or after the Trading Day immediately following such third Trading Day and prior to the receipt
of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion,
either (1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or (2) promptly honor its obligation
to deliver to the Holder Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of Warrant Shares, times (B) the Closing Sales Price (as defined below) on the date of receipt
of a properly completed Exercise Notice.


 


(c)
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


 




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6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense
in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an Affiliate thereof.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and,
in each case, a customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New
Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then
the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue
the New Warrant.


 


8.
Reservation of Warrant Shares. The Company covenants that it will reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, one hundred percent (100%) of the number of Warrant Shares which are initially issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights
of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that
all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common
Stock may be listed.


 




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9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides its outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 


(b)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common
Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding
paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed
Property”), then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders
entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable
upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of
such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date.


 


(c)
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the survivor and the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50%) of the voting securities
of the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common
Stock is acquired by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then the Holder
shall thereafter receive, upon exercise of this Warrant, in lieu of any Warrant Shares, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”).
The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof,
any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with
the foregoing provisions, the Holder may be entitled to purchase and/or receive (as the case may be), and the other obligations
under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous to a Fundamental
Transaction.


 




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(d)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) and (e) of
this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased
proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number
of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the sale or issuance of any such shares shall be considered an issue or sale of Common Stock.


 


(f)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall
be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction at least ten (10) Trading Days prior to the applicable record or effective date on which
a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company
will take all steps reasonably necessary in order to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the
failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described
in such notice.


 




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10.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.


 


11.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares which would, otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down
to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price)
for any such fractional shares.


 


12.
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine generated
confirmation of successful transmission) at the facsimile number specified in the Agreement prior to 5:00 P.M., Los Angeles, California
time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in the Agreement on a day that is not a Trading Day or later than 5:00 P.M., Los
Angeles, California time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the party to whom such notice
is required to be given, if by hand delivery. The address and facsimile number of a party for such notices or communications shall
be as set forth in the Agreement unless changed by such party by two Trading Days’ prior notice to the other party in accordance
with this Section 12.


 


13.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


14.
Miscellaneous.


 


(a)
No Rights as a Shareholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this
Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 14(a), the Company shall provide the Holder with copies of the same notices and other
information given to the shareholders of the Company, contemporaneously with the giving thereof to the shareholders.


 




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(b)
Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant, and compliance with applicable
securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company except to a successor
in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give
to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.
This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.


 


(c)
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN CLARK COUNTY, NEVADA, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED
MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE SUBSCRIPTION
AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES
ALL RIGHTS TO A TRIAL BY JURY.


 


(d)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed
to limit or affect any of the provisions hereof.


 


(e)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired
thereby, and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	ROCKETFUEL BLOCKCHAIN, INC.
	 	 	 
	 	By:	/s/
    Bennett J. Yankowitz
	 	 	Bennett
    J. Yankowitz
	 	 	Chief
    Financial Officer


 




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SCHEDULE
1


 


FORM
OF EXERCISE NOTICE


 


(To
be executed by the Holder to purchase shares of Common Stock under the foregoing Warrant)


 


Ladies
and Gentlemen:


 


The
undersigned is the Holder of Warrant No. W-3 (the “Warrant”) issued by RocketFuel Blockchain, Inc., a Nevada
corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective
meanings set forth in the Warrant.


 


The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


Pursuant
to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of
the Warrant.


 


Dated:
_____________________________________________


 


Name
of Holder: _____________________________________


 


By:
_______________________________________________


 


Name:
____________________________________________


 


Title:
_____________________________________________


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)


 




    	 



    	 	 	 



    

 


SCHEDULE
2 


 


ROCKETFUEL
BLOCKCHAIN, INC.


 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________ (the “Transferee”)
the right represented by the within Warrant to purchase ___________ shares of Common Stock of RocketFuel Blockchain, Inc. (the
“Company”) to which the within Warrant relates and appoints ___________________ attorney to transfer said right
on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned represents,
warrants, covenants and agrees to and with the Company that:


 


(a)
the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities
Act of 1933, as amended (the “Securities Act”) or another valid exemption from the registration requirements
of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;


 


(b)
the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but
not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media
or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising;


 


(c)
the undersigned has read the Transferee’s investment letter included herewith, and to its actual knowledge, the statements
made therein are true and correct; and


 


(d)
the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to
the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel (which opinion shall be
in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may
be made without registration under the Securities Act and under applicable securities laws of the states of the United States.


 


	Dated:
    	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 	 
	 	 	 	 
	 	 	 	Address
    of Transferee
	 	 	 	 
	 	 	 	 
	 	 	 	 
	In the presence of: