Exhibit
10.17


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of March,
2021 (the “Effective Date”), by and between RocketFuel Blockchain,
Inc., a Nevada corporation (“Employer”), and Bennett J.
Yankowitz (“Executive”), and is made with reference to the following facts:


 


A.
Employer desires to employ Executive as its Chief Financial Officer in order to have the benefit of Executive’s special
knowledge, experience, reputation and abilities in the industry in which Employer is engaged; and


 


B.
Executive has advised Employer of his willingness to act as Chief Financial Officer and to utilize his special knowledge, experience,
reputation and abilities for the benefit of Employer and its members under the terms and conditions provided herein.


 


NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received,
the parties hereto hereby agree as follows:


 


1.
Employment. Upon and subject to the terms, conditions and other provisions of this Agreement, Employer hereby employs
Executive and Executive hereby accepts this employment and agrees to exercise and perform faithfully, exclusively (subject to
Section 2(b) hereof), and to the best of his ability on behalf of Employer the powers and duties of Chief Financial Officer on
the terms and conditions set forth herein.


 


2.
Executive’s Services and Duties. During the Term, Executive shall:


 


(a)
Observe and conform to the policies and directions promulgated from time to time by Employer’s Board of Directors (the “Board”).


 


(b)
Serve as Chief Financial Officer and perform all services, acts and things necessary or advisable to manage and conduct the business
of Employer, subject to the policies set by the Board. Subject to the supervision and control of Chief Executive Officer, to whom
he shall report, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities
of his position as Chief Financial Officer and shall render such services on the terms set forth herein. In addition, Executive
shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries, affiliates
and strategic partners as may be assigned to him by the Chief Executive Officer of the Company.


 


(c)
Except for sick leave, vacations (as provided in Section 4(b), below), and excused leaves of absence, Executive shall, throughout
the Term, devote 50% of his full business time, energy, ability, attention and skill to the duties and responsibilities of his
position in furtherance of the business affairs and activities of the Company and its subsidiaries, affiliates and strategic partners.
Executive may engage in such personal, professional, investment, business and charitable activities as do not conflict with the
business of the Company or interfere with Executive’s duties under this Agreement, and shall provide a summary of such activities
upon reasonable request of the Board. Executive shall at all times be subject to, observe and carry out such rules, regulations,
policies, directions, and restrictions as the Board may from time to time establish for senior executive officers of the Company.


 




    	 



    	 	 	 



    

 


3.
Term. Executive’s employment with Employer is for no specified term and is at the mutual consent of both Employee
and the Company. Specifically, Employee’s employment will be on an “at will” basis and can be terminated by
either Executive or Employer for any reason without prior written notice to the other party. There are no express or implied
agreements contrary to the foregoing and no one other than the Chief Executive Officer has any authority to enter into an employment
agreement for a specified period of time or to make any agreement that is contrary to the foregoing. Any such agreement by the
Chief Executive Officer must be in writing and fully executed by both Executive and the Chief Executive Officer.


 


4.
Compensation and Other Benefits. As compensation in full for the services to be rendered by Executive hereunder, Employer
shall pay, and Executive shall accept, the following compensation:


 


(a)
Salary. Employer shall pay to Executive a salary, exclusive of bonus compensation, of $5,833.33 per month, payable during
the term of this Agreement (the “Term”).


 


(b)
Vacation. In addition to normal public holidays, Executive shall be entitled to such amount of paid vacation during each
calendar year as the board may determine for senior executives.


 


(c)
Benefits Generally Offered. Executive shall be entitled to participate in all fringe benefit programs that Employer generally
makes available to its executive officers, including without limitation vacation and paid other paid leave, group hospitalization,
group disability policies, medical and dental plans and group life insurance plans, and pension, 401(k) and similar plans.


 


(d)
Stock Options. Subject to the commencement of Executive’s employment hereunder, the Board has approved the grant
to Executive as of the Effective Date of an option (an “Option”) to purchase 500,000 shares of Employer’s
common stock, par value $0.001 per share. The Option shall (i) be an incentive stock option, (ii) have an exercise price equal
to the fair market value per share of Employer’s common stock on the Effective Date, as determined by an independent valuation
by a qualified appraiser, (iii) have a term of 10 years following the Effective Date, (iv) vest and become exercisable as to 1/48th
of the shares subject to the Option (the “Option Shares”) on the 15th day of each calendar month
during the Term, commencing on April 15, 2021 (except that (i) upon the occurrence of a Corporate Transaction (as defined in the
Plan), the Option shall immediately become fully vested and (ii) 250,000 Option Shares shall immediately vest upon receipt of
a favorable verdict or settlement of Employee’s litigation against Joseph Page in the U.S. District Court for the District
of Nevada, defined as the Employer being awarded the return of at least 50% of the shares of Employer’s common stock presently
owned by Joseph Page (a “Favorable Outcome”)), (v) be subject to the exercise, forfeiture and termination provisions
set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of Employer’s standard form of stock option
agreement. “Plan” means Employer’s 2018 Stock Incentive Plan.


 




    	 



    	 	 	 



    

 


(e)
Cash Bonus. Executive shall be eligible for an annual $30,000 cash bonus if the Executive achieves milestones to be set
by the Board as follows:


 


(i)
$15,000 if a Favorable Outcome is achieved by September 30, 2021.


 


(ii)
Thereafter, a quarterly bonus of $7,500 for achieving milestones to be agreed upon by the Board and Executive.


 


5.
Certain Business Expenses. Executive is authorized to incur ordinary, necessary and reasonable expenses in the course
of performing his duties and obligations with respect to the business of Employer, including expenses for entertainment, travel
and similar items; provided that Employer shall at all times comply with the Company’s policies regarding expense
reimbursements. Employer shall promptly reimburse Executive for all such expenses paid by Executive on behalf of Employer upon
the presentation by Executive of an itemized request for reimbursement of expenditures supported by documentation on Employer-approved
forms.


 


6.
Proprietary Rights and Confidentiality. Executive has entered into an Executive Invention Assignment and Confidentiality
Agreement, which agreement, attached hereto as Annex A, is hereby incorporated herein in its entirety.


 


7.
Executive Representations and Warranties. Executive warrants and represents to and covenants with Employer that:


 


(a)
The execution, delivery and performance of the Agreement by Executive do not conflict with or violate any provision of or constitute
a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive is bound.


 


(b)
Executive has had full opportunity to review Employer’s periodic filings with the Securities and Exchange Commission (the
“SEC”) and additional information regarding the business and financial condition of Employer. Executive believes
he has received all the information he considers necessary or appropriate for deciding whether to enter into this Agreement and
to receive as compensation the Option, the Option Shares, the Warrant and the shares of common stock issuable upon exercise of
the Warrants (together, the “Securities”). Executive further represents that he has had an opportunity to ask
questions and receive answers from Employer regarding the business, properties, prospects and financial condition of Employer.
Executive has had full opportunity to discuss this information with Executive’s legal and financial advisers prior to execution
of this Agreement.


 


(c)
Executive acknowledges that the Securities are being issued by Employer pursuant to an exemption from registration under the Securities
Act of 1933 (the “Securities Act”). Executive understands that the Securities are characterized as “restricted
securities” under the Securities Act and that under such laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances. In this connection, Executive represents that he
is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 




    	 



    	 	 	 



    

 


(d)
The Securities will be acquired by Executive for investment for Executive’s own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and Executive has no present intention of selling, granting
any participation in, or otherwise distributing the same. Executive does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.


 


(e)
Executive is purchasing the Securities as principal for his own account and not for the benefit of any other person.


 


(f)
Executive is an accredited investor as defined in Regulation D under the Securities Act.


 


8.
Termination Prior to Expiration of Term. Prior to the expiration of the Term, Executive’s employment hereunder may
be terminated by Employer for Cause upon five days’ written notice to Executive that describes such Cause in detail. Executive
shall have no right to receive the compensation and other benefits set forth in this Section 4 for any period commencing after
the date of termination for cause. For these purposes, the term “Cause” as used in this Agreement shall have
the meaning set forth in Section 2 of the Plan.


 


9.
Death During Employment. If Executive dies during the Term, Employer shall pay to the estate of Executive the compensation
which would otherwise be payable to Executive up to the end of the month in which his death occurs, and Employer shall have no
further obligation under this Agreement.


 


10.
Covenant Not to Compete. In the event that Employer terminates Executive’s employment hereunder for Cause, or in
the event that Executive voluntarily terminates his employment hereunder, Executive shall, in connection with any sale of all
or substantially all of his equity interests in the Company resulting from such termination, be prohibited from carrying on or
participating in a business similar to that of Employer for a period of two years following such termination, unless Executive
has express prior written consent from Employer’s Board, which approval shall not be unreasonably withheld.


 


11.
Notices. All notices and other communications required or permitted by this Agreement shall be in writing and will be
effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally
recognized overnight courier service (costs prepaid) addressed to the following address or (b) transmitted electronically to the
following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated
below (or to such other address, facsimile number, e-mail address, or Person as a party may designate by notice to the other parties):


 


	If
    to Employer:	RocketFuel
        Blockchain, Inc.

        468 N. Camden Dr., Suite 350

        Beverly
Hills, CA 90210

Attention: Bennett J. Yankowitz, CFO

Facsimile Number: (310) 388-0582

        Email:
        b.yankowitz@rocketfuelblockchain.com

         

	If
    to Executive:	to
    the address set forth on Schedule I


 




    	 



    	 	 	 



    

 


12.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


13.
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed
to limit or affect any of the provisions hereof.


 


14.
Entire Understanding. This Agreement constitutes the entire agreement and understanding between the parties with respect
to the employment of Executive by Employer, and supersedes all prior agreements, representations and understandings, both written
and oral, between the parties hereto with respect to the subject matter hereof.


 


15.
Amendments. This Agreement may not be modified or changed except by written instrument signed by both parties hereto.


 


16.
Governing Law; Forum Selection. This Agreement, and all matters relating hereto and arising herefrom (whether sounding
in contract law, tort law or otherwise), including without limitation enforcement of the obligations of Executive hereunder, shall
be interpreted in accordance with the internal laws (and not the conflict of laws rules) of the state of California governing
contracts to be performed entirely within such state. Executive hereby consents to the exclusive jurisdiction of any state or
federal court located within Los Angeles County, California. Executive waives any objection of forum non conveniens and
venue in connection with any proceedings commenced by Employer in any of the foregoing courts. Executive waives personal service
of any and all process upon Executive, and consents that all such service of process be made by messenger, certified mail or registered
mail, or nationally recognized overnight courier directed to Executive at the address set forth above. Executive’s signature
hereto (or such other address as Executive may give notice of to Employer) and service so made shall be deemed to be completed
upon actual receipt. Executive further waives any right Executive may otherwise have to collaterally attack any judgment entered
against Executive.


 


17.
Arbitration. Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement
as between the parties shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration
shall be the exclusive dispute resolution process in the State of California, but arbitration shall be a nonexclusive process
elsewhere. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall
set forth the nature of the matter to be resolved by arbitration. Employer shall select the place of arbitration. The substantive
law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally
all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses
incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties.
Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The
arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision.


 




    	 



    	 	 	 



    

 


18.
Construction. Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include
the feminine and neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the
plural shall be deemed to include the singular and the singular to include the plural.


 


19.
Cooperation. Each party hereto shall cooperate with the other party and shall take such further action and shall execute
and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this
Agreement.


 


20.
Waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective, unless the same shall
be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. The failure of any party to insist, in any one or more instances, upon performance
of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or any such term, covenant or condition. The failure of any party to insist, in any one or more instances, upon
performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment
of any rights granted hereunder or any such term, covenant or condition.


 


21.
Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective permitted successors, assigns, heirs and/or personal representatives. Except as specifically provided herein,
neither this Agreement nor any interest herein shall be assigned or assignable, by operation of law or otherwise, by any party,
without the prior written consent of the other party, except that, without such consent, Employer may assign this Agreement or
any interest therein, by operation of law or otherwise, to (a) any successor to all or substantially all of its equity ownership
interests, assets or business by dissolution, merger, consolidation, transfer of assets, or otherwise, or (b) any direct or indirect
subsidiary of Employer or of any such successor referred in (a) hereof. Nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under
or by reason of this Agreement.


 


22.
Severability. If any provision of this Agreement shall be deemed invalid, unenforceable or illegal, then notwithstanding
such invalidity, unenforceability or illegality the remainder of this Agreement shall continue in full force and effect.


 


23.
Full Understanding. Executive represents and agrees that she fully understands his right to discuss all aspects of this
Agreement with his private attorney, and that to the extent, if any, that she desired, she availed herself of this right. Executive
further represents that she has carefully read and fully understands all of the provisions of the Agreement, that she is competent
to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that she freely
and voluntarily enters into it, and that she has read this document in its entirety and fully understands the meaning, intent
and consequences of this document.


 


[Signature
page follows]


 




    	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	Employer:	RocketFuel Blockchain, Inc.
	 	 	 
	 	By:	/s/
    Peter M. Jensen
	 	 	Peter
    M. Jensen
	 	 	Chief
    Executive Officer
	 	 	 
	Executive:	 	 
	 	 	 
	 	 	/s/
    Bennett J. Yankowitz
	 	 	Bennett
    J. Yankowitz