Exhibit
10.1


 


COMMON
STOCK PURCHASE AGREEMENT


 


This
Common Stock Purchase Agreement (the “Agreement”), dated as of February 25, 2021 (the “Execution Date”),
is entered into between RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a
Delaware limited partnership (the “Investor”).


 


RECITALS:


 


WHEREAS,
upon the terms and subject to the conditions contained herein, the Investor shall purchase up to One Million Dollars ($1,000,000)
of Securities after a Registration Statement is declared effective by the Securities and Exchange Commission;


 


NOW
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants
and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION
I


DEFINITIONS


 


For
all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall
be equally applicable to the singular and plural forms of such defined terms.


 


“Administrative
Fee” shall mean a $15,000 payment transferred by the Company to the Investor on the no later than the Execution Date.


 


“Business
Day” shall mean any day on which the Principal Market for the Common Stock is open for trading from the hours of 9:30 am
until 4:00 pm eastern time.


 


“Closing”
shall mean a date that is no later than five (5) Business Days after the Purchase Notice Date.


 


“Commitment
Period” shall mean the period beginning on the Execution Date and ending on the expiration of this Agreement.


 


“Principal
Market” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market or the OTC Markets, whichever is the market on which the Common Stock is listed.


 


“Purchase
Notice” shall mean a written notice sent to the Investor by the Company stating the number of Securities that the Company
intends to sell to the Investor pursuant to the terms of this Agreement.


 


“Investment
Amount” shall mean the Securities in a Purchase Notice multiplied by the greater of $1.65 or eighty percent (80%) of the
lowest closing price of the common stock within fifteen Business Days prior to the Closing; not to exceed $500,000 per Purchase
Notice.


 


“Registration
Statement” means the registration statement covering the Securities; which the Company shall use commercially reasonable
best efforts to file as soon as practicable the Execution Date.


 


“Securities”
shall mean the shares of common stock issued pursuant to the terms of this Agreement.


 


SECTION
II


PURCHASE
AND SALE OF SECURITIES


 


2.1
PURCHASE AND SALE OF SECURITIES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor,
and the Investor shall purchase from the Company, a number of Securities having an aggregate value of up to One Million Dollars
($1,000,000).





 




    	 



     


    

 


2.2
DELIVERY OF PURCHASE NOTICES. Subject to the terms and conditions herein, and from time to time during the Commitment Period,
the Company may, in its sole discretion, deliver a Purchase Notice to the Investor which states the amount of Securities which
the Company intends to sell to the Investor on a Closing. The Purchase Notice shall be in the form attached hereto and incorporated
herein by reference. During the Commitment Period, the Company shall not submit a Purchase Notice until 30 Business Days have
passed since the previous Closing.


 


2.3
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement,
the Company shall not be entitled to deliver a Purchase Notice and the Investor shall not be obligated to purchase any Securities
at a Closing unless each of the following conditions are satisfied:


 


	 	i.	the
    Registration Statement shall remain effective and available at all times;
	 	 	 
	 	ii.	at
    all times during the period beginning on the related Purchase Notice and ending on and including the related Closing, the
    common stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading
    during the Commitment Period and the Company shall not have been notified of any pending or threatened proceeding or other
    action to suspend the trading of the Company common stock;
	 	 	 
	 	iii.	the
    Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement or any other
    agreement executed between the parties, which has not been cured prior to delivery of Purchase Notice;
	 	 	 
	 	iv.	no
    injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been
    stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and
	 	 	 
	 	v.	the
    issuance of the Securities will not violate any requirements of the Principal Market.
	 	 	 
	 	vi.	the
    Investor may elect to reduce the number of securities purchased under a Purchase Notice and the related Investment Amount
    if the lowest closing price is below $1.65 anytime within fifteen Business Days prior to the related Closing Date.


 


If
any of the events described in clauses (i) through (v) above occurs prior to, or at the Closing, then the Investor shall have
no obligation to purchase the Securities set forth in the applicable Purchase Notice.


 


2.4
MECHANICS OF PURCHASE OF SECURITIES BY INVESTOR. The Closing of a Purchase Notice shall occur no later than the five Business
Days following receipt of Securities by Investor’s custodian (the “Purchase Notice Date”). The Investor shall
deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition,
on or prior to such Closing, each of the Company and Investor shall deliver to each other all documents, instruments and writings
required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.


 


2.5
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor
be entitled to purchase that number of Securities, which when added to the sum of the number of shares of Company common stock
beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed
4.99% of the number of shares of common stock outstanding on Purchase Notice Date, as determined in accordance with Rule 13d-1(j)
of the 1934 Act.


 


SECTION
III


INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


3.1
NO SHORT SALES. No short sales or engage in other hedging activity shall be permitted by the Investor or its affiliates
during the Commitment Period.


 




    	 



     


    

 


3.2
INVESTMENT REPRESENTATION. The Investor is acquiring the Securities for its own account with the present intention of holding
the Securities for investment purposes and not with a view to or for sale in connection with any public distribution of the Securities
in violation of any federal or state securities laws. The Investor has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment in the Securities.


 


3.3
ORGANIZATION. The Investor is a limited partnership duly organized and validly existing in good standing under the laws
of the State of Delaware and has the requisite partnership power and authorization to own its properties and to carry on its business
as now being conducted.


 


3.4
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


	 	i.	The
    Investor has the requisite partnership power and authority to enter into the Agreement and to purchase the Securities in accordance
    with the terms hereof.
	 	 	 
	 	ii.	The
    execution and delivery of the Agreement by the Investor and the consummation by it of the transactions contemplated hereby
    and thereby, including without limitation the purchase of the Securities pursuant to this Agreement, have been duly and validly
    authorized by the Investor’s general partners and no further consent or authorization is required by the Investor or
    its general or limited partners.
	 	 	 
	 	iii.	The
    Agreement has been duly and validly executed and delivered by the Investor.
	 	 	 
	 	iv.	The
    Agreement constitutes the valid and binding obligations of the Investor enforceable against the Investor in accordance with
    their its, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
    reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
    rights and remedies.


 


3.5
NO BROKERS. No person or entity had, has or will have, as a result of the transactions contemplated by this Agreement, any right,
interest or valid claim against or upon the Company or the Investor for any commission, fee or other compensation as a finder
or broker because of any act or omission by the Investor or any of its agents.


 


SECTION
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as disclosed on the Company’s SEC Documents, the Company represents and warrants to the Investor that:


 


4.1
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under
the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on
its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly
qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the
business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in
good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means
a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect
on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its
Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Agreement.


 




    	 



     


    

 


4.2
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


	 	i.	The
    Company has the requisite corporate power and authority to enter into the Agreement and to issue the Securities in accordance
    with the terms hereof.
	 	 	 
	 	ii.	The
    execution and delivery of the Agreement by the Company and the consummation by it of the transactions contemplated hereby
    and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly
    authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its
    Board of Directors, or its shareholders.
	 	 	 
	 	iii.	The
    Agreement has been duly and validly executed and delivered by the Company.
	 	 	 
	 	iv.	The
    Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with
    its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
    reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
    rights and remedies.


 


4.3
ISSUANCE OF SECURITIES. The Company has reserved the amount of Securities included in the Company’s registration
statement for issuance pursuant to the Agreement, which have been duly authorized and reserved (subject to adjustment pursuant
to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance in accordance
with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of Securities for issuance
pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Securities
required for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


4.4
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the
businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused
any insurance coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


4.5
DILUTIVE EFFECT. The Company understands and acknowledges that the number of Securities issuable upon purchases pursuant
to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the
trading price of the common stock declines during the Commitment Period. The Company’s executive officers and directors
have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a
potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good
faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company.
The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Agreement, its obligation
to issue Securities upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect
that such issuance may have on the ownership interests of other shareholders of the Company.


 


SECTION
V


COVENANTS
OF THE COMPANY


 


5.1
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth
in this Agreement.


 


5.2
REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC
pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which
would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8
and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933
Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities.


 




    	 



     


    

 


5.3
USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities for general corporate and working capital
purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith
deem to be in the best interest of the Company.


 


5.4
FINANCIAL INFORMATION. During the Commitment Period, the Company agrees to make available to the Investor via EDGAR or
other electronic means the following documents and information on the forms set forth: (i) within five (5) Business Days after
the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports
on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other
information made available or given to the shareholders of the Company generally, contemporaneously with the making available
or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents
filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry
Regulatory Association, unless such information is material nonpublic information.


 


5.5
RESERVATION OF SECURITIES. The Company shall take all action necessary to at all times have authorized, and reserved the
amount of Securities included in the Company’s registration statement for issuance pursuant to the Agreement. In the event
that the Company determines that it does not have a sufficient number of common stock to reserve and keep available for issuance
as described, the Company shall use all commercially reasonable efforts to increase the number of common stock by seeking shareholder
approval.


 


5.6
LISTING. The Company shall maintain the listing of the common stock on the Principal Market and each other national securities
exchange and automated quotation system, if any, upon which common stock are then listed (subject to official notice of issuance)
and shall maintain, such listing of all common stock from time to time issuable under the terms of the Agreement. Neither the
Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension
of the common stock on the Principal Market (excluding suspensions of not more than one (1) Business Day resulting from business
announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal
Market regarding the continued eligibility of the common stock for listing on such automated quotation system or securities exchange.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.


 


5.7
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence
of the Company.


 


5.8
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO SUBMIT A PURCHASE NOTICE. The Company shall promptly
notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus
in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal
or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements
to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority
of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of
the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening
of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the
Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination
that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly
make available to Investor any such supplement or amendment to the related prospectus.


 


5.9
TRANSFER AGENT. The Company shall deliver instructions to its transfer agent to issue Securities to the Investor that are
issued to the Investor pursuant to the Transaction Documents.


 




    	 



     


    

 


5.10
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering
into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this
Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review
this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 


SECTION
VI


EXPIRATION


 


This
Agreement shall expire either upon the later to occur of the following events:


 


6.1
when the Investor has purchased One Million Dollars ($1,000,000) Securities pursuant to this Agreement;


or


 


6.2
December 31, 2022.


 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon expiration of this Agreement.


 


SECTION
VII


INDEMNIFICATION


 


7.1
In consideration of the mutual obligations set forth in the Agreement, the Company (for purposes of this Section 7.1, the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Investor and all of the Investor’s shareholders, officers, directors,
employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, for purposes
of this Section 7.1, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any
such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (for purposes of this Section 7.1, the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by
the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant,
agreement or obligation of the Indemnitor contained in the Agreement or any other certificate, instrument or document contemplated
hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising
out of or resulting from the execution, delivery, performance or enforcement of the Agreement or any other certificate, instrument
or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged
untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor
which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus
or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason,
the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which
is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or
similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.


 


7.2
In consideration of the mutual obligations set forth in the Agreement, the Investor (for purposes of this Section 7.2, the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Company and all of the Company’s shareholders, officers, directors,
employees, counsel, and any of the foregoing person’s agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement) (collectively, for purposes of this Section 7.2,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is
a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(for purposes of this Section 7.2, the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other
certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of
the Indemnitor contained in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; or
(III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting
from the execution, delivery, performance or enforcement of the Agreement or any other certificate, instrument or document contemplated
hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission
or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically
intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the
prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights
Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.


 




    	 



     


    

 


SECTION
VIII


GOVERNING
LAW; DISPUTES SUBMITTED TO ARBITRATION


 


8.1
LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State
of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in Los Angeles, California
State. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties
executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company
agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision
of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
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 this 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 other manner permitted by law.


 


8.2
LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Agreement, including but not limited to the Administrative
Fee, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation,
execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the
occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions
contemplated hereunder, shall be paid on demand by the party which breached this Agreement and/or defaulted, as the case may be.
The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.


 


8.3
SURVIVAL. The representations and warranties of the Company and the Investor contained in this Agreement shall survive
the Closing and the expiration of this Agreement.


 


8.4
PRICING OF SECURITIES. For purposes of this Agreement, the Investment Amount shall be based on the closing price of the
Securities as reported on the OTC Markets website.


 


SECTION
IX


NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


The
Company shall not disclose non-public information to the Investor.


 




    	 



     


    

 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of this Agreement as of the
date first written above. The undersigned signatory hereby certifies that he has read and understands this Agreement, and the
representations made by the undersigned in this Agreement are true and accurate, and agrees to be bound by its terms.


 


	RocketFuel
                                         Blockchain, Inc. 


	 
	 	 	 
	By: 		 
	 	Peter M. Jensen, CEO	 



 


	TRITON
    FUNDS LP	 
	 	 	 
	By:	 	 
	Name: 	Casey Barraza	 
	Title:	Analyst	 


 




    	 



     


    

 


PURCHASE
NOTICE


 


Date
__________


 


TRITON
FUNDS LP,


 


This
is to inform you that as of today the Company hereby elects to exercise its right pursuant to this Agreement to sell you __________
Securities.


 


Regards,


 


RocketFuel
Blockchain, Inc.


 





__________