Exhibit
10.2


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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 TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


No.
W-4


 


COMMON
STOCK PURCHASE WARRANT


ROCKETFUEL
BLOCKCHAIN, INC.


 


Warrant
Shares: 800,000


Date
of Issuance: February 25, 2021 (the “Issuance Date”)


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the common stock
purchase agreement February 25, 2021, in the amount of $1,000,000 by the Company (as defined below) to the Investor (as defined
below)) (the “Agreement”), TRITON FUNDS LP (the “Investor” and including any permitted and registered
assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time during the Exercise Period, to purchase from RocketFuel Blockchain, Inc., a Nevada corporation
(the “Company”), up to 800,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the
Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment
in accordance with the terms hereof.


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant
or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean with respect to any Exercise
Date the greater of (i) $1.65 per share and (ii) eighty percent (80%) of the average closing price of the Common Stock over
the 90-calendar day period preceding the Exercise Date, subject to adjustment as provided herein (including but not limited to
cashless exercise, if permitted under the terms of this Warrant), and the term “Exercise Period” shall mean the period
commencing on Issuance Date and ending on 5:00 p.m. eastern time on the five-year anniversary of such date.


 




    	 



     


    

 


1.EXERCISE
OF WARRANT.


 


(a)Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in
part at any time or times during the Exercise Period (each, an “Exercise Date”) by delivery of a written notice, in
the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.
The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of
this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. On or before the fifth Trading Day (the “Warrant Share Delivery Date”) following the date on which
the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New
York, New York time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount
equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant
is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms
of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer
agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted
in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event
later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is exercised.


 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and
such failure shall be deemed an event of default under the Note. Without in any way limiting the Holder’s right to pursue
other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable
upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $2,000
per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such
failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by
the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable
right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult
if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section
1(a) are justified.


 


If,
at any time after the initial effective date of the S-1 registration statement filed in connection with the Common Stock Purchase
Agreement dated February __, 2021 between the Company and the Investor and during the Exercise Period, there is no effective registration
statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the
Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of
this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant
and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following
formula:


 


X
= Y (A-B)


 


A


 


	 	Where
    X =	the
    number of Shares to be issued to Holder.
	 	 	 
	 	           Y
    =	the
    number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	           A
    =	the
    Market Price (at the date of such calculation).
	 	 	 
	 	           B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 




    	 



     


    

 


(b)No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the Holder otherwise
entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of
a Warrant Share by such fraction.


 


(c)Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on
the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a
group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including
without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for
purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 


For
purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder,
the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 




    	 



     


    

 


2.ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other
similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i)any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date; and


 


(ii)the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable
into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution
had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of
this clause (ii).


 




    	 



     


    

 


3.FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into
another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the
Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities,
cash or property and the holders of at least 50% of the Common Stock accept such offer, 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) (in
any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration
(the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration.


 


4.NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, three times the number of shares of Common Stock issuable under the Warrant, or as otherwise required
under the Agreement, to provide for the exercise of the rights represented by this Warrant (without regard to any limitations
on exercise).


 


5.WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company. 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.


 


6.REISSUANCE.


 


(a)Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 




    	 



     


    

 


7.TRANSFER.


 


(a)Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant
Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be
effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable,
shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares
received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to
the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant
Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities
laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto
as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply
with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under the Agreement (registration rights, expenses, and indemnity).


 


8.NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at
least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution
upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly
or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders
of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being
provided to the Holder.


 


9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.GOVERNING
LAW. This Warrant shall be governed by and interpreted in accordance with the laws of the State of California without regard to
the principles of conflicts of law (whether of the State of California or any other jurisdiction).


 




    	 



     


    

 


11.ARBITRATION.
Any disputes, claims, or controversies arising out of or relating to this Warrant, or the transactions, contemplated thereby,
or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability
of this Warrant to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted
before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures
set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2
of those Rules. The arbitration shall be held in Los Angeles, California, before a tribunal consisting of three (3) arbitrators
each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party
to this Warrant may, without waiving any remedy under this Warrant, seek from any federal or state court sitting in the State
of California any interim or provisional relief that is necessary to protect the rights or property of that party, pending the
establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid via equal split by the parties,
with all such costs and expenses, including reasonable attorneys’ fees, to be awarded to the prevailing party in such arbitration.
The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’
decision and award will be made and delivered as soon as reasonably possible and in any case within sixty (60) days’ following
the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having
jurisdiction thereof.


 


12.JURY
TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.


 


13.ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


14.CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)“Nasdaq”
means www.Nasdaq.com.


 


(b)“Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Trading Market,
or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade price, then the
last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq (or applicable Trading market), or
(ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as
reported by Nasdaq (or applicable Trading market), or (iii) if no last trade price is reported for such security by Nasdaq (or
applicable Trading market), the average of the bid and ask prices of any market makers for such security as reported by the OTC
Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the
Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 


(c)“Common
Stock” means the Company’s common stock, no par value per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 




    	 



     


    

 


(d)“Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e)“Trading
Market” means the NASDAQ Capital Market or any of the following markets or exchanges on which the Company’s Common
Stock is listed or quoted for trading on the applicable date: (i) the NASDAQ Global Market; (ii) the NASDAQ Select Market; (iii)
the NYSE American; and (iv) the New York Stock Exchange (or any successors to any of the foregoing).


 


(f)
“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the
date of the respective Exercise Notice.


 


(g)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market, (ii)
if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	RocketFuel Blockchain, Inc.	 
	 	 	 
	By:		 
	 	Peter M. Jensen, CEO	 



 


	Agreed and Accepted:	 
	TRITON FUNDS	 
	 	 	 
	By:		 
	Name: 	Casey Barraza	 
	Title:	Analyst	 



 




    	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common
Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends that
    payment of the Exercise Price shall be made as (check one):



 


	 	☐	a
    cash exercise with respect to _________________ Warrant Shares; or
	 	 	 
	 	☐	by
    cashless exercise pursuant to the Warrant.


 


	2.	Payment of Exercise Price. If cash exercise
    is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the
    Company in accordance with the terms of the Warrant.
	 	 
	3.	Delivery of Warrant Shares. The Company shall
    deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.



 


Date:


 


(Print
Name of Registered Holder)


 


By:
_________________________________________


 


Name:_______________________________________


 


Title:________________________________________


 




    	 



     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________
shares of common stock of RocketFuel Blockchain, Inc.. to which the within Common Stock Purchase Warrant relates and appoints
____________________, as attorney-in-fact, to transfer said right on the books of RocketFuel Blockchain, Inc. with full power
of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all
respects by the terms and conditions of the within Warrant.


 


Date:


 


____________________________________


(Signature)
*


 


____________________________________


 


(Name)


 


____________________________________


 


(Address)


 


____________________________________





(Social
Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.