COMMON STOCK PURCHASE WARRANT ROCKETFUEL BLOCKCHAIN, INC.Rocketfuel Blockchain, Inc. • September 23rd, 2022 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), up to __________shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2022 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of September 19, 2022, between RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT rocketfuel blockchain, Inc.Rocketfuel Blockchain, Inc. • October 27th, 2021 • Services-prepackaged software • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2021 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2021, between RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ROCKETFUEL BLOCKCHAIN, Inc.Rocketfuel Blockchain, Inc. • October 27th, 2021 • Services-prepackaged software • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of July 9, 2021 (as ame
COMMON STOCK PURCHASE WARRANT ROCKETFUEL BLOCKCHAIN, INC.Rocketfuel Blockchain, Inc. • March 3rd, 2021 • Services-prepackaged software • California
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.
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of September 15, 2020, is made by and between RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), and Rohan Hall (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2021 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • California
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:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2015 • B4mc Gold Mines Inc • Retail-eating places • Nevada
This Share Purchase Agreement (“Share Agreement”) is made as of the 7th day of May, 2015, by and between PacificWave Partners Limited (the “Share Purchaser”) and Elwood Shepard (the “Seller”).
CONTRIBUTION AGREEMENTContribution Agreement • June 29th, 2018 • B4mc Gold Mines Inc • Retail-eating places • Nevada
This Contribution Agreement (this “Agreement”) is made and entered into as of June 27, 2018 by and among (i) B4MC Gold Mines, Inc., a Nevada corporation (the “Purchaser”), (ii) Rocketfuel Blockchain Company, a Nevada corporation (the “Company”), and Gert Funk (“Funk”), Joseph Page (“Page”), PacificWave Partners Limited (“PWP”), PacificWave Partners UK Ltd. (“PWPUK”) and Saxton Capital Ltd (“Saxton”). Funk, Page, PWP, PWPUK and Saxton are collectively referred to herein as the “Sellers”, individually each a “Seller”). The Purchaser, Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
San Francisco, CA 94105 October 11, 2021Rocketfuel Blockchain, Inc. • October 14th, 2021 • Services-prepackaged software
This letter amends the Common Stock Purchase Agreement dated as of February 25, 2021, between Triton Funds LP and RocketFuel Blockchain, Inc. (the “CSPA”) and the Common Stock Purchase Warrant dated as of February 25, 2021, between Triton Funds LP and RocketFuel Blockchain, Inc. (the “Warrant”), as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2013 • Heavenly Hot Dogs Inc • Retail-eating places • Utah
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of August ____, 2013, by and among SHANNON ANDERSON and HERBERT D. “CHRIS” CHRISTOPHERSON (together “Seller”) on one hand, and HEAVENLY HOT DOGS, INC., a Nevada corporation (“Purchaser”), and ELWOOD SHEPARD, the majority shareholder of the Purchaser (the “Majority Shareholder”) on the other hand.
STOCK PURCHASE AGREEMENTPledge Agreement • May 15th, 2015 • B4mc Gold Mines Inc • Retail-eating places • California
This STOCK PURCHASE AGREEMENT, dated as of May 12, 2015 (this “Agreement”), is between PACIFICWAVE PARTNERS LIMITED (“PacificWave”), and BENNETT J. YANKOWITZ (the “Buyer”), and is made in reference to the following facts:
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 5th, 2002 • Heavenly Hot Dogs Inc / • Retail-eating places • Utah
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made this 30th day of June, 2002, by and between Heavenly Hot Dogs, Inc., a publicly-held, fully reporting corporation incorporated in Nevada ("HHD"); Trapper's Pizza, Inc, a Utah corporation ("Trappers"); and the persons listed in Exhibit A-1 hereof who are the owners of record of all the issued and outstanding stock of Trappers who execute and deliver the Agreement ("Trappers Stockholders"), based on the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 8th, 2020 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of September, 2020 (the “Effective Date”), by and between RocketFuel Blockchain, Inc., a Nevada corporation (“Employer”), and Rohan Hall (“Executive”), and is made with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • September 12th, 2013 • Heavenly Hot Dogs Inc • Retail-eating places • Utah
THIS CONSULTING AGREEMENT (the “Agreement”), effective as of the 9th day of September, 2013, by and between Heavenly Hot Dogs, Inc., a Nevada corporation (the “Company”); and Red Rock Servicing, Inc. a Nevada corporation (the “Consultant”) and Sirius Equities, Inc., a Nevada Corporation.
SUB-LEASE AGREEMENT (468 N. Camden Drive, 3rd Floor, Suite 350, Beverly Hills, CA 90210)Sub-Lease Agreement • July 1st, 2015 • B4mc Gold Mines Inc • Retail-eating places • California
THIS SUB-LEASE AGREEMENT (“Agreement”) is entered into on May 1, 2015 by and between MOSTOFI & COMPANY, LLP, a Limited Liability Partnership ("Sub-Lessor”), with an address of 468 N. Camden Drive, Suite 350, Beverly Hills, California 90210, and B4MC Gold Mines, Inc, ("Sub-Tenant"), currently located at P.O. Box 5778, Beverly Hills, CA 90209 (the “Parties”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 3rd, 2021 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • California
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”).
ADDENDUM TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2015 • B4mc Gold Mines Inc • Retail-eating places
Notwithstanding anything to the contrary contained in that STOCK PURCHASE AGREEMENT ("Agreement") of even date by and among B4MC GOLD MINES, INC. a Nevada corporation (referred to herein as "Seller" or "Company") and PACIFICWAVE PARTNERS LIMITED (the "Purchaser"), Purchaser and Seller agree as follows:
MUTUAL RESCISSION AGREEMENTMutual Rescission Agreement • July 1st, 2015 • B4mc Gold Mines Inc • Retail-eating places • Utah
This MUTUAL RESCISSION AGREEMENT (“AGREEMENT”) is entered into as of May 22, 2014, by and between B4MC GOLD MINES, INC., a Nevada corporation (“BFMC”); and Shannon Anderson. In this Agreement, Shannon Anderson, Britany Puzzi, Herbert “Chris” Christopherson, and their assigns, are collectively referred to as the “RESCINDING SHAREHOLDERS”.
May 2nd 2016 Bennett J. Yankowitz President B4MC Gold Mines, Inc. Las Vegas, NV 89103 Dear Ben:B4mc Gold Mines Inc • May 3rd, 2016 • Retail-eating places
In accordance with our most recent discussions regarding your company’s desire to secure additional capital (the “Funds”) and to engage in Business Combinations (as defined below), this letter agreement (the “Agreement”) shall serve as our full and complete understanding relative to your engagement of our firm, PacificWave Partners Limited (“PacificWave”), as financial advisors to B4MC Gold Mines, Inc. and any of its subsidiaries and affiliates (the “Company”). The Company acknowledges that the Funds may be provided through single or multiple tranche investments consisting of, without limitation, one or more of the following: conventional debt, convertible debt, secured debt, participating debt, warrants, equity, preferred equity, equity draw-down facilities, lines of credit, letters of credit and/or any other forms of financing (each, an “Investment”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 13th, 2022 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • Nevada
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”).
Joseph PageRocketfuel Blockchain, Inc. • June 3rd, 2019 • Services-prepackaged software
In or about December 2017 agreement was formed to reverse merge Blockchain Inc. with B4MC to form Rocketfuel Blockchain Inc. Mr. Oerbekker and Mr. Rouf promised to raise $4 - $5M to capitalize the company and were compensated for that with substantial equity. It was represented by them that this financing event would come quickly. Mr. Rouf indicating that he has been raising money for more than 25 years. By summer of 2018 success had not been realized. Not having achieved expected capitalization, the company has no manner to pay employees nor conduct any business of any kind whatever.
ADDENDUM TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2015 • B4mc Gold Mines Inc • Retail-eating places
Notwithstanding anything to the contrary contained in that Share Purchase Agreement (“Share Agreement”) of even date by and between PacificWave Partners Limited (the “Share Purchaser”) and Elwood Shepard (the “Seller”), Share Purchaser and Seller agree as follows:
