Exhibit
10.1


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This
Settlement Agreement and Mutual Release (“Agreement”) is entered into as of June 7, 2022 (“Effective Date”) by
and between Plaintiffs RocketFuel Blockchain, Inc. (“RBI”) and RocketFuel Blockchain Company (“RBC”) (collectively
“Plaintiffs”) and Defendant Joseph Page hereby (together, with the Plaintiffs, the “Parties”).


 


Recitals


 


	 	A.	WHEREAS,
    Plaintiffs filed a lawsuit titled RocketFuel Blockchain, Inc., et al. v. Joseph Page, Case No. 2:21-cv-00103-KJD-EJY (U.S.
    Dist Ct., NV) (the “Action”) that is now in the United States District Court, the District of Nevada, in which Plaintiffs
    allege various claims against Defendant.
	 	 	 
	 	B.	WHEREAS,
    Defendant alleged various counterclaims against the Plaintiffs in the Action and filed an appeal with the Ninth Circuit, which has
    been dismissed.
	 	 	 
	 	C.
    	WHEREAS,
    Defendant has filed an action titled Joseph Page v. Shumaker Mallory LLP, et al., Case No. 2:21-cv-02002-KJD-BNW (the “SM
    Action”)that is now pending in the United States District Court, the District of Nevada, in which Defendant asserts various
    claims against Plaintiff’s legal counsel. Shumaker Mallory has filed several responsive pleadings in the matter which are pending
    and scheduled for hearing on June 14, 2022.
	 	 	 
	 	C.	WHEREAS,
    the Parties deny all material allegations made by the other Party in the Action.
	 	 	 
	 	D.	WHEREAS,
    on June 7, 2022, the Parties reached an agreement to settle the claims related to the Action, which agreement was put on the record
    in the Action.
	 	 	 
	 	E.	WHEREAS,
    the Parties desire to avoid the risk and expense relating to the Action and desire to settle, without admitting any liability, the
    claims, controversies, or disputes between them.


 




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Agreement


 


NOW,
THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


	1.	Recitals;
    Acknowledgements.


 


The
Recitals set forth above are material terms of this Settlement Agreement and are incorporated herein by reference.


 


This
Settlement Agreement is made pursuant to the agreement reached by the parties on or around June 7, 2022, and placed on the record in
the Action and constitutes the “Settlement Agreement.”


 


	2.	No
    Admission of Liability.


 


The
Parties agree that this settlement is a product of compromise. This Settlement Agreement shall not in any way be construed as an admission
that any Party is liable to any other Party in any way, or that any Party has any rights or claims whatsoever against any other Party.
Each Party specifically disclaims liability to the other Party.


 


	3.	Return
    of Shares to RocketFuel Blockchain, Inc.


 


Defendant
agrees to transfer and shall transfer to Plaintiff RBI the total of 3,600,394 shares of RBI’s common stock. Defendant shall keep
1,500,000 shares of RBI’s common stock in accord with the terms set forth herein:


 


	 	a.	RBI
    will release any restrictions it controls over Defendant’s 1,500,000 shares of RBI subject to applicable laws and regulations;
    and
	 	 	 
	 	b.	Within
    two business days of the Effective Date, Defendant shall instruct RBI’s transfer agent, Action Stock Transfer, Inc., to transfer
    to RBI 3,600,394 shares of RBI’s common stock and to issue and deliver to RBI a physical certificate therefor.


 


	4.	Omitted.


 


	5.	Releases.


 


The
Parties agree to the following Mutual Releases effective upon the receipt of the First Settlement Payment.


 


	 	a.	Plaintiffs
    Release and Covenant Not to Sue. Plaintiffs, on behalf of themselves and any and all of their related companies, parent companies,
    affiliates, subsidiaries, officers, directors, partners, members, owners, employees, agents, attorneys, insurers, corporate representatives,
    shareholders, predecessors, successors, and assigns, do hereby RELEASE, REMISE, FOREVER DISCHARGE FOREVER DISCHARGE AND COVENANT
    NOT TO SUE Defendant and his related companies, parent companies, affiliates, subsidiaries, officers, directors, partners, members,
    owners, employees, agents, attorneys (THIS DOES NOT INCLUDE THE LAW FIRM OF ELLENOFF, GROSSMAN & SCHOLE, LLP OR ANY ATTORNEYS
    EMPLOYED BY OR PART OF ELLENOFF, GROSSMAN, & SCHOLE, LLP), insurers, corporate representatives, shareholders, predecessors, successors,
    and assigns hereto from any and all liabilities, obligations, actions, claims, causes of action, suits, proceedings, demands, damages,
    costs, and expenses of every kind whatsoever, arising from or relating to any alleged act, occurrence, omission, or transaction occurring
    or happening prior to the Effective Date of this Settlement Agreement.


 




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	 	b.	Defendant
    Releases and Covenants Not to Sue. Defendant, on behalf of himself, Blockchain Inc. and any and all of its related companies,
    parent companies, affiliates, subsidiaries, officers, directors, partners, members, owners, employees, agents, attorneys, insurers,
    corporate representatives, shareholders, predecessors, successors, and assigns, does hereby RELEASE, REMISE, FOREVER DISCHARGE,
    AND COVENANT NOT TO SUE Plaintiffs and Plaintiffs’ related companies, parent companies, affiliates, subsidiaries, officers,
    directors, partners, members, owners, employees, agents, attorneys (THIS DOES NOT INCLUDE THE LAW FIRM OF ELLENOFF, GROSSMAN &
    SCHOLE, LLP OR ANY ATTORNEYS EMPLOYED BY OR PART OF ELLENOFF, GROSSMAN, & SCHOLE, LLP), insurers, corporate representatives,
    shareholders, predecessors, successors, and assigns from any and all liabilities, obligations, actions, claims, causes of action,
    suits, proceedings, demands, damages, costs, and expenses of every kind whatsoever, known or unknown, arising from or relating to
    any alleged act, occurrence, omission, or transaction occurring or happening prior to the Effective Date of this Settlement Agreement.
	 	 	 
	 	c.	Defendant
    Releases Cross Defendants and Covenants Not to Sue. Defendant, on behalf of himself and any and all of its related companies,
    parent companies, affiliates, subsidiaries, officers, directors, partners, members, owners, employees, agents, attorneys, insurers,
    corporate representatives, shareholders, predecessors, successors, and assigns, does hereby RELEASE, REMISE, FOREVER DISCHARGE,
    AND COVENANT NOT TO SUE Gert Funk; Bennett J. Yankowitz; Henrik Oerbekker; Henrik Rouf; Carsten Jensen; Pacificwave Partners,
    Limited; Pacificwave Partners UK Ltd.; Pacificwave Partners Europe Sarl; and Saxton Capital, Ltd. and their related companies, parent
    companies, affiliates, subsidiaries, officers, directors, partners, members, owners, employees, agents, attorneys (THIS DOES NOT
    INCLUDE THE LAW FIRM OF ELLENOFF, GROSSMAN & SCHOLE, LLP OR ANY ATTORNEYS EMPLOYED BY OR PART OF ELLENOFF, GROSSMAN, & SCHOLE,
    LLP), insurers, corporate representatives, shareholders, predecessors, successors, and assigns from any and all liabilities, obligations,
    actions, claims, causes of action, suits, proceedings, demands, damages, costs, and expenses of every kind whatsoever, known or unknown,
    arising from or relating to any alleged act, occurrence, omission, or transaction occurring or happening prior to the Effective Date
    of this Settlement Agreement.
	 	 	 
	 	d.	All
    of Plaintiffs’ and Defendant’s releases expressly exclude (1) claims which have been, could have been, or may be asserted
    by the Parties directly against Ellenoff, Grossman, Schole, LLP or any attorneys employed by or part of Ellenoff, Grossman, &
    Schole, LLP.


 


	6.	Patent
    Application Representations & Cooperation


 


	 	a.	Defendant
    hereby warrants, covenants and represents that, as of the date hereof, he has not filed or assisted anyone else in filing any patent
    applications that would preempt or infringe upon Plaintiffs’ patent applications, including: (i) patent application numbers
    14/078,202, 14/244,058, 14/324,134, 14/616,683, and 14/970,404; and (ii) patent application numbers 16/870,834, 16/877,251, and 16/877,347.


 




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	 	b.	If
    requested by Plaintiffs, Defendant shall reasonably cooperate in executing any documents or providing information needed by Plaintiffs
    in connection with Plaintiffs’ patent applications numbers 14/078,202, 14/244,058, 14/324,134, 14/616,683, and 14/970,404.
	 	 	 
	 	c.	If
    requested by Plaintiffs, Defendant shall complete and execute a Declaration (37 Cfr 1.63) for Utility or Design Application Using
    an Application Data Sheet (37 CFR 1.76) on the U.S. Patent and Trademark Office’s current form therefor, with respect to patent
    application numbers 16/870,834, 16/877,251, and 16/877,347.
	 	 	 
	 	d.	Plaintiffs
    hereby warrant, covenant and represent that they will not seek any restriction on Defendant’s ability to make new inventions
    or to seek new patents.


 





	7.	U.S.
    District Court Retention of Jurisdiction


 


The
Parties hereby agree that the United States District Court, the District of Nevada in Las Vegas will retain jurisdiction to enforce any
provisions of this Settlement Agreement.


 


	8.	Dismissal
    with Prejudice.


 


Following
the mutual execution of this Settlement Agreement, the Parties shall within three (3) business days file a Stipulation for Dismissal
of the Action with Prejudice. The Stipulation will include a dismissal of all parties, including parties previously dismissed without
prejudice, as to all claims for relief in the Complaint and the Cross-Complaint/Counterclaim. The Parties also hereby agree that any
Stipulation for Dismissal of the Action with Prejudice filed with the Court shall have an order for the Court to sign that the dismissal
with prejudice is subject to a specific retention of jurisdiction by the Court to enforce this Settlement Agreement.


 


	9.	Dismissal
    with Prejudice of SM Action.


 


Following
the mutual execution of this Settlement Agreement, Defendant shall within three (3) business days file a Request for Dismissal of the
SM Action with Prejudice. The Request for Dismissal will include a dismissal of all parties and all claims with prejudice.


 


	10.	Attorneys’
    Fees and Costs.


 


The
Parties each agree to bear their own fees and expenses relating to the Action and this Settlement Agreement. If any action is filed to
enforce the terms of this Agreement, the prevailing party shall be entitled to its attorney fees and costs.


 




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	11.	Entire
    Agreement; Written Modifications Only.


 


This
Settlement Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof, and there
are no other covenants, promises, agreements, or understandings regarding same. This Settlement Agreement, including the provisions of
this Paragraph, may not be modified except by written amendment to this Settlement Agreement signed by the Parties affected by the same,
and the Parties hereby:


 


	 	a.	expressly
    agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Settlement Agreement;
	 	 	 
	 	b.	irrevocably
    waive any and all right to enforce any alleged, non-written amendment to this Settlement Agreement; and
	 	 	 
	 	c.	expressly
    agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written
    modification of this Settlement Agreement.


 


	12.	Warranties.


 


Each
Party warrants, covenants and represents that, as of the date hereof, it or they have not assigned, transferred or conveyed or purported
to have assigned, transferred or conveyed, to any person or entity, any of the claims it/he/she is releasing. Each Party further warrants,
covenants, and represents that it/he/she has the sole and complete right and full authority to pursue the claims it/he/she is releasing
and to enter into and execute this Settlement Agreement resolving the claims it/he/she is releasing as the legal, valid, and binding
act and deed of such party.


 


	13.	Voluntary
    Release.


 


The
Parties represent that they have carefully read this Settlement Agreement, understand its contents, have had the opportunity to ask any
questions of that Party’s own counsel, and have signed this Settlement Agreement knowingly and voluntarily.


 


	14.	Severability.


 


If
any provision, section, subsection or other portion of this Settlement Agreement shall be determined by any court of competent jurisdiction
to be invalid, illegal or unenforceable in whole or in part, when such determination shall become final, such provisions or portions
shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of this Settlement
Agreement enforceable. The validity or enforceability of the remainder of the Settlement Agreement shall not be affected by the invalidity
or unenforceability of any provision. This Settlement Agreement as thus amended shall be enforced to give effect to the intention of
the Parties in so far as that is possible.


 


	15.	Interpretation.


 


This
Settlement Agreement has been jointly drafted by the Parties and shall be interpreted in accordance with the plain meaning of its terms
and not strictly for or against any of the Parties.


 


	16.	Headings.


 


The
headings on paragraphs and subparagraphs of this Settlement Agreement are for convenience only, and shall have no effect other than for
convenience of reference.


 






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	17.	Waiver.


 


No
waiver of any of the provisions or conditions of this Settlement Agreement or any of the rights of a Party shall be effective or binding
unless such waiver shall be in writing and signed by the Party claimed to have given such waiver.


 


	18.	Binding
    on Successors and Assigns.


 


This
Settlement Agreement shall be binding upon and inure to the benefit of the Parties, their assigns, legal representatives, attorneys,
and successors in interest.


 


	19.	Notice.


 


The
Parties agree that the following shall constitute sufficient notice for all purposes under this Settlement Agreement (“Written
Notice”):


 


	 	a.	If
    to Plaintiffs, via Federal Express and email to:
	 	 	 	 
	 	 	 	RocketFuel
    Blockchain, Inc.
	 	 	 	201
    Spear Street, Suite 1100
	 	 	 	San
    Francisco, CA 94105
	 	 	 	Email:
    b.yankowitz@rocketfuelblockchain.com
	 	 	 	 
	 	 	 	with
    a copy to:
	 	 	 	 
	 	 	 	Bennett
    J. Yankowitz, Esq.
	 	 	 	RocketFuel
    Blockchain, Inc.
	 	 	 	280
    S. Beverly Dr., Suite 505
	 	 	 	Beverly
    Hills, CA 90212
	 	 	 	Email:
    b.yankowitz@rocketfuelblockchain.com
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	Nathanael
    Rulis, Esq.
	 	 	 	Kemp
    Jones
	 	 	 	3800
    Howard Hughes Pkwy., 17th Floor
	 	 	 	Las
    Vegas, NV 89169
	 	 	 	Email:
    n.rulis@kempjones.com


 




	 	b.	If
    to Defendant, via Federal Express and email to:
	 	 	 	 
	 	 	 	Joseph
    Page
	 	 	 	PO
    Box 94332
	 	 	 	Las
    Vegas, NV 89193
	 	 	 	Email:
    jpage@josephpage.com



 






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	 	c.	To
    the extent the Parties wish to alter the instructions for their receipt of Written Notice, they shall provide Written Notice of any
    changes in accord with this paragraph.


 


	20.	Governing
    Law and Forum


 


The
laws of the State of Nevada applicable to contracts made or to be wholly performed there (without giving effect to choice of law or conflict
of law principles) shall govern the validity, construction, performance and effect of this Settlement Agreement. Any lawsuit to interpret
or enforce the terms of this Settlement Agreement shall be brought in a court of competent jurisdiction in the United States District
Court, District of Nevada.


 


	21.	Counterparts


 


This
Settlement Agreement may be executed in more than one counterpart, each of which shall be deemed an original and shall be binding upon
any Party executing the same and all of which together shall constitute one and the same document. This Settlement Agreement shall become
effective when all Parties hereto have executed a counterpart hereof.


 


[Signatures
on following page]


 




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On
Behalf of Plaintiff RocketFuel Blockchain, Inc.:


 


	Dated:
    June 7, 2022	By:
    /s/ Peter M. Jensen
	 	 	Its:
    CEO


 


On
Behalf of Plaintiff RocketFuel Blockchain Company:


 


	Dated:
    June 7, 2022	By:
    /s/ Peter M. Jensen
	 	 	Its:
    CEO


 


Defendant
Joseph Page


 


	Dated:
    June 7, 2022	/s/
Joseph Page


 




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