Form 8-K
8-K — House of Doge Inc.
Accession: 0001213900-26-112135
Filed: 2026-10-23
Period: 2026-10-19
CIK: 0001903595
SIC: 6199 (FINANCE SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0309463-8k_house.htm (Primary)
EX-10.1 — NON-EXCLUSIVE TRADEMARK LICENSE AGREEMENT, DATED OCTOBER 19, 2026, BY AND AMONG DOGECOIN FOUNDATION, INC., MADEUPNUMBERS LTD. AND HOUSE OF DOGE (U.S.) INC (ea030946301ex10-1.htm)
EX-10.2 — ASSET TRANSFER AGREEMENT, DATED OCTOBER 19, 2026, BY AND BETWEEN HOUSE OF DOGE (U.S.) INC. AND ABJ LABS INC (ea030946301ex10-2.htm)
EX-10.3 — TERMINATION OF AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT, DATED OCTOBER 19, 2026, BY AND AMONG DOGECOIN FOUNDATION, INC., MADEUPNUMBERS LTD., HOUSE OF DOGE (U.S.) INC. AND HOUSE OF DOGE INC (ea030946301ex10-3.htm)
EX-10.4 — BINDING LETTER OF INTENT, DATED OCTOBER 23, 2026, BY AND BETWEEN HOUSE OF DOGE INC. AND MCQUEEN LABS INC (ea030946301ex10-4.htm)
EX-99.1 — PRESS RELEASE, DATED OCTOBER 21, 2026 (ea030946301ex99-1.htm)
EX-99.2 — PRESS RELEASE, DATED OCTOBER 23, 2026 (ea030946301ex99-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 19, 2026
House of Doge Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-42525
87-4032622
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
261 NE 61st Street, Miami, Florida 33137
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (214) 216-8608
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value
HODO
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As used
in this Current Report on Form 8-K, the “Company” refers to House of Doge Inc., a Delaware corporation and the registrant,
whose common stock is listed on The Nasdaq Stock Market LLC under the symbol “HODO.” “HOD US” refers to
House of Doge (U.S.) Inc., a Texas corporation and a wholly-owned subsidiary of the Company. HOD US was formerly named “House of
Doge Inc.”; references to that former name in the agreements described below relate to HOD US, and not to the Company.
Binding Letter of Intent with McQueen Labs
Inc.
On October 23, 2026, the Company entered into
a binding letter of intent (the “LOI”) with McQueen Labs Inc., a Delaware corporation (“McQueen Labs”).
Under the LOI, the Company (or a designated wholly owned subsidiary) would acquire the assets used primarily in McQueen Labs’ MCQ
Markets technical and token platform (the “Token Platform”) and its McQueen microlending business (the “Lending
Business”), including all outstanding equity of McQueen Microlending Inc. (an Ontario company) and McQueen Labs’ investment
in Triestina Holdings LLC, and would assume only specified liabilities (the “McQueen Transaction”).
The purchase price for the Token Platform is $15,000,000,
payable in shares of common stock equal to 19.99% of the Company’s outstanding common stock, shares of a new series of non-voting
convertible preferred stock representing 30.0% of such outstanding common stock, and a promissory note for the balance, $5,000,000 of
which is contingent on McQueen Labs achieving specified milestones by April 30, 2027. The purchase price for the Lending Business is based
on a multiple of its annual interest rate spread, payable by promissory note, with a portion contingent on post-closing portfolio performance.
The seller notes will bear interest at 3.0% per year, mature on the second anniversary of closing and be secured by the purchased assets.
Concurrently with signing the LOI, the Company
agreed to issue to McQueen Labs shares of common stock (the “Deposit Shares”), the value of which will be credited
against the purchase price at closing, and which must be returned if the LOI terminates other than for the Company’s material breach.
Until stockholder approval is obtained under Nasdaq Listing Rule 5635, common stock issued in the McQueen Transaction (including the Deposit
Shares) may not exceed 19.99% of the Company’s outstanding common stock. The Company has agreed to seek such stockholder approval
following closing, to grant McQueen Labs customary registration rights, and to permit McQueen Labs to designate one director, subject
to Board approval.
Closing is subject to customary conditions, including
satisfactory due diligence and execution of a definitive agreement, and the LOI terminates automatically if a definitive agreement is
not executed by December 15, 2026. There can be no assurance that a definitive agreement will be executed or that the McQueen Transaction
will close on the anticipated terms or at all.
Certain of the Company’s directors have
financial interests in McQueen Labs and its affiliates, including equity and debt interests, that may be different from, or in addition
to, the interests of the Company’s stockholders generally. These interests were disclosed to the Board of Directors of the Company
(the “Board”).
The foregoing descriptions of the New License,
the Asset Transfer Agreement and the LOI do not purport to be complete and are qualified in their entirety by reference to the full text
of such agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.4, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
1
Non-Exclusive Trademark License Agreement.
HOD US entered into a Non-Exclusive Trademark
License Agreement (the “New License”) with Dogecoin Foundation, Inc. (the “Foundation”) and MadeUpNumbers
Ltd. (together with the Foundation, the “Licensor”). Under the New License, the Licensor granted HOD US and its affiliates
a limited, non-exclusive, non-transferable, worldwide license to use the DOGECOIN and DOGE marks solely in connection with (i) the 21Shares
Dogecoin ETF (TDOG), the 21Shares Dogecoin ETP (DOGE) and the 21Shares 2x Long Dogecoin ETF (TXXD), each as existing on October 19, 2026
(the “Existing 21Shares Products”), and (ii) any regulated or tokenized investment product or service that the Foundation
approves in writing through a product addendum signed by all parties (together with the Existing 21Shares Products, the “Licensed
Products”). Approval of any new product is in the Licensor’s sole discretion, and HOD US may not sublicense or assign
its rights without the Foundation’s written consent. The New License grants no exclusivity or official-partner status and does
not permit use of the marks in the Company’s corporate name or for general merchandise, payment products or unrelated financial
products. Other than with respect to the Existing 21Shares Products, HOD US will pay the Foundation a percentage of net revenue from
each Licensed Product, to be negotiated on a product-by-product basis and reported and paid quarterly, with no minimum royalty, minimum
guarantee or upfront fee. HOD US will indemnify the Licensor against third-party claims arising from the Licensed Products, regulatory
violations, product marketing or HOD US’s breach. The initial term is three years, ending October 19, 2029, with no automatic renewal.
Either party may terminate for an uncured material breach (30 days, or ten business days for an undisputed payment failure), the Foundation
may suspend use of the marks for a particular product in specified circumstances, and rights for an individual Licensed Product end if
that product is permanently discontinued or the relevant HOD US–21Shares relationship permanently ends, in each case subject to
an orderly wind-down. A failure to pay the Termination Payment (as defined in Item 1.02) that continues for ten business days after notice
constitutes a material breach permitting the Foundation to terminate the New License. The New License is governed by Texas law.
Asset Transfer Agreement.
HOD US entered into an Asset Transfer Agreement
(the “Asset Transfer Agreement”) with ABJ Labs Inc., a Delaware corporation doing business as Dogecoin Labs (“Dogecoin
Labs”). Pursuant to the Asset Transfer Agreement, HOD US agreed to transfer to Dogecoin Labs specified assets relating to the
Such App mobile application, including related software, source code, repositories, domains, cloud infrastructure accounts, app-store
listings and data (the “Transferred Assets”), in exchange for a fixed number of shares of Dogecoin Labs common stock
having an agreed value of $4,000,000, based on a fully diluted pre-money valuation of Dogecoin Labs of $120,000,000 (the “Equity
Consideration”). Dogecoin Labs will not assume any contracts or liabilities of HOD US or its affiliates. The Equity Consideration
will be subject to transfer restrictions, a right of first refusal, drag-along and market stand-off provisions under Dogecoin Labs’
bylaws and a stockholder agreement to be entered into at closing. For three years after closing, Dogecoin Labs will provide HOD US most-favored
pricing for tokenization services offered on or through DogeOS.
HOD US’s representations include title,
sufficiency, intellectual property, compliance and solvency matters. HOD US will indemnify Dogecoin Labs only for losses arising from
breaches of specified representations (title, sufficiency and ownership, intellectual property and compliance) and for liabilities retained
by HOD US, for claims asserted within 18 months after closing and subject to an aggregate cap equal to the $4,000,000 agreed value of
the Equity Consideration (other than for fraud); the Transferred Assets are otherwise transferred “as is.” No transition services
are provided. For three years after closing, each party has agreed not to disparage the other, subject to customary exceptions, including
for disclosures required by law or stock-exchange rule. Public announcements regarding the transaction require the other party’s
prior approval, except as required by law. The Asset Transfer Agreement is governed by Texas law.
The transaction has not closed. Closing is subject
to customary conditions, including receipt of written consents and lien releases from each secured lender of HOD US whose security interest
affects the Transferred Assets, the transfer of key assets (including source-code repositories, AWS accounts, app-store applications and
the such.inc domain) to Dogecoin Labs’ control (or, for the Apple App Store and Google Play applications, initiation of the transfer
by HOD US and acceptance by the applicable platform), and the absence of an Insolvency Event. The secured lenders whose consent is required
are the holders of the Senior Secured Convertible Notes dated May 4, 2026, each in the principal amount of $833,333, issued to Space
Enterprises, Sky Ascent Financial Group Inc. and Nordwand Foundation, and Garrington Financial Corp., the holder of the Secured Short
Term Demand Note dated August 12, 2026 in the principal amount of $5,500,000. An “Insolvency Event” includes HOD US receiving
a demand, acceleration or enforcement notice under any of these notes. Subject to customary exceptions, either party may terminate the
Asset Transfer Agreement if closing has not occurred within 30 days after October 19, 2026, and Dogecoin Labs may terminate upon an Insolvency
Event. There can be no assurance that the transaction will close on the anticipated terms or at all.
2
Item 1.02. Termination of a Material Definitive
Agreement.
On October 19, 2026, the Company and HOD US entered
into a Termination of Amended and Restated Trademark License Agreement (the “Termination Agreement”) with the Licensor,
pursuant to which the parties mutually terminated the Amended and Restated Trademark License Agreement dated May 7, 2025, as amended by
Amendment No. 2 effective June 25, 2025 and as otherwise amended (the “Prior License”), effective October 19, 2026.
Upon termination, all licenses, exclusivity, sublicense rights, partnership designations, board representation rights and other rights
granted to HOD US under the Prior License terminated, and each of the Company and HOD US agreed to change its corporate name, and to cease
use of the licensed marks in its name and in the names of its controlled subsidiaries (including any reference to being the Foundation’s
“Official Corporate Arm” or “Official Commercial Partner”), prior to December 31, 2026. The Termination Agreement
does not require the return or cancellation of any shares issued under the Prior License. HOD US disclosed in the Termination Agreement
a sublicense of the marks under its Support Services Agreement with 21Shares US LLC and 21Shares AG dated April 4, 2025, and a related
encumbrance and third-party consent requirement under its Secured Short Term Demand Note issued to Garrington Financial Corp. The parties
exchanged mutual releases of claims relating to the Prior License, subject to the payment obligation described below.
As consideration, HOD US agreed to pay the Foundation $400,000 (the
“Termination Payment”) when sufficient funds are available to HOD US. At HOD US’s election, the Termination Payment
may be satisfied in cash, in shares of the Company’s common stock valued at the volume-weighted average price for the five consecutive
trading days ending on the trading day immediately preceding the payment date, or a combination thereof. Any such shares would be issued
in a transaction exempt from registration under the Securities Act of 1933, as amended. Accrued payment claims under the Prior License
remain outstanding and are not released until the Termination Payment is received in full. The Company has not determined when sufficient
funds will be available to make the Termination Payment, and a failure to pay could permit the Licensor to enforce such claims and to
terminate the New License.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of
which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 1.02
regarding the Deposit Shares, the common stock and preferred stock issuable in the McQueen Transaction and the shares issuable in satisfaction
of the Termination Payment is incorporated herein by reference. The Deposit Shares will be issued to McQueen Labs, an accredited investor,
in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506(b) of Regulation D, and any other such shares will be issued in reliance on the same or another available
exemption.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers.
On October 22, 2026, Marco Margiotta resigned
as Chief Executive Officer and Charles Park resigned as Chief Financial Officer of the Company. Effective October 22, 2026, the Board
appointed Curtis (Curt) Hopkins, Chief Executive Officer of McQueen Labs, as Interim Chief Executive Officer and Interim Chief Financial
Officer of the Company.
Mr. Hopkins, age 58, has served as Chief Executive
Officer and a director of McQueen Labs since March 4, 2024. He has over 30 years of experience in technology senior management and has
been involved in seven technology, software and telecom companies, holding positions including Chief Executive Officer, Chairman, Executive
Vice President and Chief Financial Officer. From 2021 to 2024, Mr. Hopkins was the co-founder, Chief Executive Officer and Senior Advisor
of Zefiro Methane Corp., an environmental services and climate technology company, and a founding member of X Machina Capital Strategies,
a private energy investment fund. From 2018 to 2021, he was Chairman of the board of directors of Sirenum Limited, a business software
firm. He currently serves as a director of Consilium Ventures Limited, a management consultancy, and of Stewardship Services (UKET) Limited,
the trading arm of a charity registered in England and Wales. Mr. Hopkins holds an MSc from the Georgia Institute of Technology.
Mr. Hopkins was appointed in connection with the
LOI. He has no family relationship with any director or executive officer of the Company. As Chief Executive Officer and a director of
McQueen Labs, Mr. Hopkins has an indirect interest in the McQueen Transaction described in Item 1.01, including the Deposit Shares.
In connection with the Dogecoin Labs transaction,
Tim Stebbing resigned as a director of the Company, effective October 19, 2026, to join Dogecoin Labs. Mr. Stebbing was not an independent
director and did not serve on any committee of the Board. Mr. Stebbing’s resignation was not the result of any disagreement with
the Company on any matter relating to the Company’s operations, policies or practices.
3
Item 7.01. Regulation FD Disclosure.
On October 21, 2026, the Company issued a press
release announcing the transactions with Dogecoin Labs and the Foundation described in this Current Report on Form 8-K, and on October
23, 2026, the Company issued a press release announcing the McQueen Transaction and the leadership changes described in Item 5.02. Copies
of the press releases are furnished as Exhibits 99.1 and 99.2 hereto. The information in this Item 7.01, including Exhibits 99.1 and 99.2,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Annual Meeting; Reverse Stock Split. The
Company expects to file a proxy statement in connection with its annual meeting of stockholders that will include a proposal to approve
a reverse split of its common stock. The Company is also evaluating financing alternatives and a corporate rebrand.
Forward-Looking Statements. This Current
Report on Form 8-K contains forward-looking statements, including statements regarding the satisfaction of closing conditions and the
completion of the transactions with Dogecoin Labs, the transfer of assets, the Company’s ability to make the Termination Payment,
performance under the New License, the development of licensed products, the Company’s corporate name change, the negotiation of
a definitive agreement for and completion of the McQueen Transaction, the achievement of milestones, receipt of stockholder approval,
the Company’s ability to raise additional capital, the proposed reverse stock split and the Company’s leadership transition.
These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s
ability to obtain secured lender consents, the occurrence of an Insolvency Event, the availability of sufficient funds and financing,
dilution from equity issuances, and the Company’s financial condition. The Company undertakes no obligation to update any forward-looking
statement, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
10.1
Non-Exclusive Trademark License Agreement, dated October 19, 2026, by and among Dogecoin Foundation, Inc., MadeUpNumbers Ltd. and House of Doge (U.S.) Inc.
10.2
Asset Transfer Agreement, dated October 19, 2026, by and between House of Doge (U.S.) Inc. and ABJ Labs Inc.
10.3
Termination of Amended and Restated Trademark License Agreement, dated October 19, 2026, by and among Dogecoin Foundation, Inc., MadeUpNumbers Ltd., House of Doge (U.S.) Inc. and House of Doge Inc.
10.4
Binding Letter of Intent, dated October 23, 2026, by and between House of Doge Inc. and McQueen Labs Inc.
99.1
Press Release, dated October 21, 2026
99.2
Press Release, dated October 23, 2026
104
Cover Page Interactive Data File (formatted as inline XBRL).
4
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 23, 2026
HOUSE OF DOGE INC.
By:
/s/ Curtis Hopkins
Name:
Curtis Hopkins
Title:
Interim Chief Executive Officer and Interim Chief Financial Officer
5
EX-10.1 — NON-EXCLUSIVE TRADEMARK LICENSE AGREEMENT, DATED OCTOBER 19, 2026, BY AND AMONG DOGECOIN FOUNDATION, INC., MADEUPNUMBERS LTD. AND HOUSE OF DOGE (U.S.) INC
EX-10.1
Filename: ea030946301ex10-1.htm · Sequence: 2
Exhibit 10.1
Non-Exclusive Trademark License Agreement
This Non-Exclusive Trademark
License Agreement (this “Agreement”) is effective as of October 19, 2026 (the “Effective Date”)
and is entered into by and among Dogecoin Foundation, Inc., a Colorado non-profit corporation (the “Foundation”), MadeUpNumbers
Ltd., a registered company limited by guarantee under the laws of England and Wales (“MadeUpNumbers” and, together
with the Foundation, “Licensor”), and House of Doge (U.S.) Inc. (“House of Doge”, formerly known
as House of Doge Inc.). Each is a “Party” and together they are the “Parties.”
WHEREAS, Licensor owns
or controls rights in the DOGECOIN and DOGE names, related logos and associated brand assets;
AND WHEREAS, the Parties
wish to establish a limited, non-exclusive license for specified investment products;
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. Definitions.
For purposes of this Agreement:
“Affiliates”
means, with respect to any Party, any other entity that directly or indirectly controls, is controlled by, or is under common control
with such Party, such as parent companies and subsidiaries.
“21Shares”
means 21Shares and any of its affiliates involved in an Existing 21Shares Product.
“Existing
21Shares Products” means the following products, in each case as existing on the Effective Date: (i) 21Shares Dogecoin ETF (TDOG);
(ii) 21Shares Dogecoin ETP (DOGE); and (iii) 21Shares 2x Long Dogecoin ETF (TXXD).
“Licensed
Marks” means the DOGECOIN and DOGE word marks, logos and associated brand assets that Licensor owns or controls and specifically
provides or approves in writing for use under this Agreement.
“Licensed
Products” means: (i) the Existing 21Shares Products; and (ii) any regulated investment product or tokenized investment product
or service that the Foundation approves in writing under Section 3.
“Territory”
means worldwide, subject to all applicable laws and regulatory requirements in each jurisdiction.
2. Non-Exclusive
License. Subject to this Agreement, Licensor grants House of Doge and its Affiliates during the Term a limited, non-exclusive, non-transferable
license to use the Licensed Marks in the Territory solely to develop, sponsor, support, promote, market, distribute and operate the Licensed
Products. Licensor may use and license the Licensed Marks itself and may grant the same or similar rights to any third party. No exclusivity,
official-partner status or other preferred status is granted or implied.
a) The Existing 21Shares Products are approved as of the Effective
Date and may continue without a new product approval, subject to this Agreement.
b) Except as stated above or specifically approved by the Foundation
in writing, House of Doge may not sublicense, assign or otherwise permit any third party to use the Licensed Marks.
c) This Agreement does not authorize use of the Licensed Marks
for other purposes such as general merchandise, payment products, unrelated financial products, House of Doge’s corporate name
or any goods or services other than the Licensed Products.
3. Approval
of New Products. Before launching, offering, marketing or making available any regulated investment product or tokenized investment
product or service other than an Existing 21Shares Product, House of Doge must obtain the Foundation’s prior written approval for
both the product or service and the proposed use of the Licensed Marks. House of Doge’s request must provide sufficient information
for review, including the product structure, relevant jurisdictions, regulatory status, material service providers, proposed launch date
and proposed brand usage. Approval of a new product or material expansion is at Licensor’s sole discretion and becomes effective
only through a written product addendum signed by all Parties identifying the product, permitted marks and uses, principal users, relevant
territories, economics and conditions. Licensor has no obligation to approve or negotiate an additional grant. The Foundation shall use
commercially reasonable efforts to respond to a complete request within ten business days. Silence or approval of branding materials does
not constitute approval of an additional product or expansion.
4. Brand
Standards and Quality Control. House of Doge shall use the Licensed Marks only in the form and manner approved by the Foundation and
in accordance with any reasonable written brand guidelines supplied by the Foundation. House of Doge shall not alter the Licensed Marks,
combine them with another mark in a way that creates a new composite mark, register any confusingly similar mark or domain name, challenge
Licensor’s rights, or use the Licensed Marks in a misleading, unlawful or reputation-damaging manner. Upon reasonable request, House
of Doge shall provide samples of current uses. The Foundation may require House of Doge to correct a non-compliant use within a reasonable
period, taking account of applicable regulatory and operational requirements.
5. Revenue
Share. Excluding any existing 21Shares Products, House of Doge shall pay the Foundation a percentage of Net Revenue (to be negotiated
on a Licensed Product by Licensed Product basis) earned from and after the Effective Date from each Licensed Product that uses any Licensed
Mark (the “Revenue Share”). There is no minimum monthly royalty, minimum guarantee, upfront license fee or other minimum
payment obligation under this Agreement.
(a) “Net
Revenue” means all net cash consideration actually received by House of Doge or any entity it controls from or in connection
with a Licensed Product, including licensing, management, advisory, marketing, sponsorship, referral, distribution, performance, revenue-sharing
and similar fees, less only: (i) refunds, rebates and chargebacks actually paid; (ii) sales, use, value-added and similar transaction
taxes collected and remitted to a governmental authority; and (iii) documented, out-of-pocket amounts incurred that are directly attributable
to generating that revenue. General overhead, internal personnel costs, financing costs, depreciation and amortization are not deductible.
Revenue is counted once and only to the extent attributable to goods or services provided on or after the Effective Date.
(b) Within 30 days after each calendar quarter, House of Doge shall deliver to the Foundation a statement
showing, by Licensed Product, gross amounts received, each permitted deduction, Net Revenue and the Revenue Share due, and shall pay the
Revenue Share in U.S. dollars by wire transfer to an account designated by the Foundation. Non-U.S.-dollar amounts shall be converted
using a commercially reasonable published exchange rate consistently applied. House of Doge may make deductions or withholdings required
by law and shall provide reasonable supporting documentation.
2
6. Records.
House of Doge shall maintain complete and accurate records supporting its Revenue Share calculations for at least three years.
7. Ownership
and Goodwill. As between the Parties, Licensor owns all right, title and interest in and to the Licensed Marks. All goodwill arising
from use of the Licensed Marks under this Agreement inures exclusively to Licensor. House of Doge acquires no ownership interest in the
Licensed Marks and shall not contest or impair Licensor’s ownership or validity of them.
8. Representations
and Indemnification. Each Party represents that it has authority to enter into this Agreement. Licensor represents that it owns or
controls the Licensed Marks to the extent necessary to grant the license in Section 2. House of Doge shall defend, indemnify and hold
harmless the Foundation, MadeUpNumbers and their respective directors, officers, employees and agents from third-party claims, losses,
liabilities, penalties, costs and reasonable legal fees arising from a Licensed Product, a regulatory violation, product marketing, or
House of Doge’s or its permitted users’ breach of this Agreement, except to the extent caused by Licensor’s breach.
9. Limitation
of Liability. Except for payment obligations, indemnification obligations, unauthorized use of the Licensed Marks, fraud, willful
misconduct or breach of confidentiality, no Party is liable to another Party for indirect, incidental, special, punitive or consequential
damages, or lost profits or lost business opportunity, arising from this Agreement.
10. Term
and Renewal. The initial term begins on the Effective Date and continues for three years, ending on October 19, 2029 (the “Initial
Term”), unless terminated earlier under this Agreement. The Parties may renew this Agreement for one or more additional periods
only by a written agreement signed by all Parties. There is no automatic renewal and no unilateral right to renew. The Initial Term and
any agreed renewal term are collectively the “Term.”
11. Termination.
A Party may terminate this Agreement by written notice if another Party materially breaches it and fails to cure the breach within
30 days after written notice describing the breach; provided that a failure to pay an undisputed amount must be cured within 10 business
days. The Foundation may immediately suspend the use of a Licensed Mark for a particular Licensed Product if the Foundation reasonably
determines that continued use is unlawful, violates a binding regulatory direction, or creates a material and imminent risk to the Licensed
Marks or Licensor’s reputation. The Foundation shall promptly explain the basis for suspension and, where reasonably curable, allow
House of Doge an opportunity to cure. The Parties may terminate this Agreement at any time by mutual written agreement. Failure to pay
the Termination Payment under Section 2 of the Termination of Amended and Restated Trademark License Agreement entered into between the
Parties in connection with this Agreement (the “Termination Agreement”) is a material breach of this Agreement. If that failure
continues for ten business days after written notice, the Foundation may terminate this Agreement, subject to Section 12. Such termination
does not discharge the payment obligation or revive the former License Agreement. Rights for an individual Licensed Product end when that
product is permanently discontinued or the relevant House of Doge–21Shares commercial relationship permanently ends, unless the
Parties expressly agree a replacement arrangement in writing, and in each case subject to Section 12.
3
12. Effect
of Expiration or Termination. Upon expiration or termination, House of Doge and its permitted users shall cease new use of the Licensed
Marks and the Parties shall cooperate in good faith on an orderly wind-down of existing Licensed Products consistent with applicable law,
regulatory requirements and the protection of investors. During any agreed or legally required wind-down, the license continues solely
to the extent necessary for that wind-down, this Agreement remains applicable to such use, and the Revenue Share remains payable.
13. Confidentiality
and Publicity. A Party receiving non-public business, financial, legal, technical or product information from another Party shall
use it only for this Agreement and protect it using reasonable care. This obligation does not apply to information that is public through
no breach, already lawfully known, received lawfully without restriction, or independently developed. A Party may disclose confidential
information to advisers and service providers bound by confidentiality obligations or as required by law, regulation, stock exchange rule
or legal process. Except for a mutually approved announcement or a required disclosure, no Party may make a public statement that characterizes
another Party’s approval, endorsement or role without that Party’s prior written consent. The communication permissions in
Sections 8 and 9 of the Termination Agreement apply equally to this Agreement and prevail over inconsistent restrictions in this Section.
14. General.
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The Parties are independent
contractors. House of Doge may not assign this Agreement without the prior written consent of the Foundation and MadeUpNumbers; Licensor
may assign it to a successor to the relevant Licensed Marks upon written notice. Notices must be in writing and delivered by personal
delivery, nationally recognized courier, registered or certified mail, or email with confirmation of receipt, to the addresses most recently
designated in writing by the Parties. This Agreement is the entire agreement concerning its subject matter and may be amended or waived
only in a writing signed by all Parties. If a provision is unenforceable, it will be modified to the minimum extent necessary and the
remainder will remain effective. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an
original and all of which together form one instrument.
[Signature page follows]
4
IN WITNESS WHEREOF, the Parties have executed
this Non-Exclusive Trademark License Agreement by their duly authorized representatives.
DOGECOIN FOUNDATION, INC.
By:
/s/ Jens Wiechers
Name:
Jens Wiechers
Title:
Director
MADEUPNUMBERS LTD.
By:
/s/ Jens Wiechers
Name:
Jens Wiechers
Title:
Director
HOUSE OF DOGE (U.S.) INC.
By:
/s/ Marco Margiotta
Name:
Marco Margiotta
Title:
Chief Executive Officer
5
EX-10.2 — ASSET TRANSFER AGREEMENT, DATED OCTOBER 19, 2026, BY AND BETWEEN HOUSE OF DOGE (U.S.) INC. AND ABJ LABS INC
EX-10.2
Filename: ea030946301ex10-2.htm · Sequence: 3
Exhibit 10.2
Asset Transfer Agreement
This Asset Transfer Agreement
(this “Agreement”) is entered into as of October 19, 2026 (the “Effective Date”), by and between House
of Doge (U.S.) Inc., formerly known as “House of Doge Inc.”, a Texas corporation (“Seller”), and ABJ Labs
Inc., a Delaware corporation doing business as “Dogecoin Labs” (“Purchaser”). Seller and Purchaser are
each a “Party” and together, the “Parties.”
RECITALS
A. Seller has developed and
currently owns or controls the mobile application currently known as the “Such App” and certain expressly identified assets,
intellectual property, technical infrastructure relating to that application.
B. Purchaser desires to acquire,
and Seller desires to transfer to Purchaser, only the Transferred Assets identified in this Agreement and the Schedules, in exchange for
the Equity Consideration.
C. No partner, vendor or other
Contract, and no Liability or obligation of Seller or any of its Affiliates, will be transferred to or assumed by Purchaser as part of
the transaction.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements below, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
“Affiliate”
means with respect to a Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with
that Person. “Control” means the direct or indirect possession of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise; provided that ownership
of more than fifty percent (50%) of the voting power of a Person will be deemed Control.
“Business Day”
means a day other than Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or required by Law to
close.
“Closing”
means the consummation of the transactions contemplated by this Agreement.
“Closing Date”
means the date on which the Closing occurs under Section 5.1.
“Contract”
means any written contract, license, subscription, order form, statement of work, commitment or other binding agreement.
“Encumbrance”
means any lien, pledge, security interest, mortgage, charge, claim, option, restriction on transfer or other encumbrance, other than restrictions
arising under applicable securities Laws and, as to the Equity Consideration, restrictions under Purchaser’s organizational documents
attached as Schedule 6 (including Article VI of Purchaser’s bylaws) and the Stockholder Agreement.
“Equity Consideration”
means the fixed number of shares of Purchaser Common Stock set forth on Schedule 4 and issued to Seller at Closing under Article IV.
“Excluded Assets”
means the assets described in Section 2.2 and Schedule 2.
“Excluded Liabilities”
means every Liability and obligation of Seller or any of its Affiliates, whether known or unknown, accrued or unaccrued, fixed, contingent
or otherwise, including all Liabilities and obligations relating to the Transferred Assets and all partner, vendor and other Contracts.
“Governmental Authority”
means any federal, state, provincial, local or foreign governmental, regulatory, judicial or administrative authority.
“Intellectual Property”
means patents, patent applications, copyrights, mask work rights, trademarks, service marks, trade names, domain names, social media identifiers,
trade secrets, know-how, database rights and other intellectual property or proprietary rights, in each case together with registrations
and applications for registration.
“Insolvency Event”
means Seller (i) commences, or has commenced against it, a bankruptcy, receivership, assignment for the benefit of creditors or similar
proceeding, (ii) admits in writing its inability to pay its debts as they come due, or (iii) receives a demand, acceleration or enforcement
notice under any note listed on Schedule 3.
“Key Assets”
means the source-code repositories, AWS accounts, Apple App Store and Google Play listings and applications, production databases and
the such.inc domain listed on Schedules 1A and 1B.
“Law” means
any statute, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority.
“Liability”
means any debt, liability, commitment or obligation, whether known or unknown, asserted or unasserted, accrued or unaccrued, fixed, contingent
or otherwise.
“Outside Date”
means the date that is thirty (30) calendar days after the Effective Date; provided that if such date is not a Business Day, the next
Business Day.
“Person”
means an individual, corporation, partnership, limited liability company, trust, association, Governmental Authority or other entity.
“Purchaser Common
Stock” means Purchaser’s common shares, having the rights set forth in Purchaser’s organizational documents attached
as Schedule 6.
“Required Consent”
means each third-party consent, approval, waiver or lien release identified as a required closing consent on Schedule 3 and required
to transfer a specifically identified Transferred Asset without transferring or requiring Purchaser to assume any Contract or Liability.
“Secured Lender Consent”
means a written consent from each secured lender of Seller whose lien or security interest affects any Transferred Asset, in form and
substance reasonably satisfactory to Seller and Purchaser, authorizing the transaction and providing for the release at Closing of that
lien or security interest from the Transferred Assets and authorizing Purchaser to file UCC-3 terminations.
“Stockholder Agreement”
means the Stock Transfer Restriction, Drag-Along and Market Stand-Off Agreement between Purchaser and Seller in the form of Exhibit B.
Page 2
“Such App”
means the software application, services and product identified with specificity on Schedule 1A, including the versions, environments,
repositories, domains and identifiers listed there.
“Transferred Assets”
means only the assets expressly described in Section 2.1 and identified with reasonable specificity on Schedules 1A and 1B.
ARTICLE II
TRANSFER OF ASSETS
2.1 Transfer of Transferred
Assets. Subject to the terms and conditions of this Agreement, at the Closing Seller will sell, assign, transfer, convey and deliver
to Purchaser, and Purchaser will acquire from Seller, all of Seller’s right, title and interest in and to the following, but only
to the extent expressly identified on Schedules 1A and 1B: (a) the Such App; (b) the software, source code, object code, repositories,
build materials, documentation, designs, data models, APIs and other technology listed on Schedule 1B; (c) the Intellectual Property listed
on Schedule 1B; (d) the domains, databases, Seller-owned technical configurations, data, documentation and other infrastructure assets
listed on Schedule 1B; and (e) copies of records exclusively relating to the foregoing that are reasonably necessary for Purchaser to
own and operate the Transferred Assets after Closing. No Contract, account relationship, prepaid amount, deposit, credit, Liability or
obligation is included in the Transferred Assets.
2.2 Excluded Assets. Seller
retains, and no right, title or interest is transferred in, (a) cash and cash equivalents; (b) accounts receivable and other amounts payable
to Seller; (c) tax refunds, tax attributes and tax records; (d) the names “House of Doge,” “Dogecoin”, “Doge”,
“House of Doge (U.S.) Inc.” and all related names, logos, brands, marks, domain names and goodwill, other than the X (formerly
Twitter) account at x.com/houseofdoge, which is a Transferred Asset under Schedule 1B on the condition that Purchaser renames the handle
within thirty (30) days after Closing and does not thereafter operate it under the House of Doge name; (e) any Dogecoin Foundation, Dogecoin
or third-party name, logo, brand or mark; (f) every partner, vendor and other Contract of Seller or any Affiliate; (g) all prepayments,
deposits, rebates, credits and other rights arising under any such Contract; (h) records unrelated to the Such App; (i) corporate, minute,
tax, accounting, privileged and personnel records of Seller; (j) insurance policies and claims; (k) rights arising from claims based on
events occurring before Closing; and (l) assets used in other businesses of Seller or its Affiliates. Every asset not expressly identified
on Schedules 1A or 1B is an Excluded Asset.
2.3 No Implied License;
Seller Activities. Except for the express transfer of the Transferred Assets, neither Party grants the other any license or other
right to its Intellectual Property. Seller and its Affiliates may continue to use their retained general knowledge, skills, ideas, concepts
and experience, provided they do not use source code or trade secrets that were exclusively transferred to Purchaser under Schedule 1B.
2.4 No Contract Assignment;
Non-Assignable Assets. No Contract is assigned under this Agreement. Nothing in this Agreement constitutes an assignment of an asset
if the assignment would violate applicable Law or the terms applicable to that asset without a required consent. Seller will use commercially
reasonable efforts to obtain each consent and complete each transfer process (including the Apple App Store and Google Play application-transfer
processes) required to transfer a Transferred Asset, and Purchaser will cooperate. Transfer of each Key Asset is a Required Consent. No
Transferred Asset will transfer if the applicable consent is conditioned on Purchaser assuming a Contract or Liability of Seller or an
Affiliate. Unless an item is listed as a Required Consent on Schedule 3, the absence of consent will not by itself prevent Closing.
2.5 Possession and Risk.
Possession, control and risk of loss for the Transferred Assets pass to Purchaser only at Closing, except for any non-assignable item,
for which they pass only when that item is lawfully transferred.
Page 3
ARTICLE III
NO ASSUMPTION OF CONTRACTS OR LIABILITIES
3.1 No Assumption. Purchaser
does not assume, accept or agree to pay, perform, discharge or otherwise be responsible for any Contract, Liability or obligation of Seller
or any of its Affiliates, whether arising before, at or after Closing and whether or not relating to the Such App or any Transferred Asset.
Without limitation, Purchaser does not assume any partner or vendor agreement, account payable, invoice, accrued expense, minimum payment,
service commitment, termination fee, renewal obligation or other financial or performance commitment, other than usage charges under the
Schedule 1B accounts attributable solely to periods after the Closing. Seller remains responsible for all charges, fees and commitments
under the Schedule 1B accounts attributable to periods through the Closing Date (prorated daily for spanning periods) and for every reserved-capacity,
savings-plan, enterprise, minimum-commitment or auto-renewal obligation under those accounts unless listed on Schedule 1B with its amount
and term. All other such Contracts, Liabilities and obligations are Excluded Liabilities and remain solely with Seller or the applicable
Affiliate. No assumption will arise by implication, operation of law, transfer of an asset, possession, use, course of dealing or otherwise.
3.2 Purchaser’s Independent
Post-Closing Obligations. Purchaser is responsible only for Liabilities and obligations that Purchaser incurs in its own name after
Closing through its ownership, use or operation of the Transferred Assets or under new Contracts that Purchaser independently enters into.
Those Liabilities and obligations are Purchaser’s own obligations and are not assumed from Seller or any Affiliate. Seller and its
Affiliates will not be a party to, guarantor of or otherwise responsible for any such new obligation of Purchaser.
ARTICLE IV
CONSIDERATION
4.1 Equity Consideration.
The consideration payable in Purchaser Common Stock has an agreed value of US$4,000,000 based on a US$120,000,000 fully diluted pre-money
valuation of Purchaser. The fixed number of shares comprising the Equity Consideration must be inserted on Schedule 4 before signature
and will not be reduced or adjusted based on any Contract, payable, Liability or obligation retained by Seller.
4.2 Status of Shares. The
Equity Consideration will be duly authorized, validly issued, fully paid and nonassessable; issued free and clear of all Encumbrances
created by Purchaser other than restrictions under Purchaser’s organizational documents attached as Schedule 6 (including Article
VI of Purchaser’s bylaws) and the Stockholder Agreement; fully vested; not subject to forfeiture, repurchase, redemption, earn-out,
performance milestones or service requirements; and pari passu with all other outstanding shares of Purchaser Common Stock. At Closing
Seller will execute and deliver the Stockholder Agreement, and the Equity Consideration will be held subject to it. Purchaser will not
amend its organizational documents in a manner that treats the Equity Consideration less favorably than other shares of Purchaser Common
Stock generally.
ARTICLE V
CLOSING
5.1 Time and Place. The
Closing will occur remotely by exchange of signatures and deliverables on the third (3rd) Business Day after all conditions in Sections
5.4 and 5.5 have been satisfied or waived, or on another date agreed in writing, but not later than the Outside Date. The Closing is effective
at 12:01 a.m. Eastern Time on the Closing Date.
Page 4
5.2 Seller Deliverables.
At Closing, Seller will deliver: (a) a bill of sale and intellectual property assignment substantially in the form of Exhibit A; (b)
evidence of Seller’s authorization of this Agreement; (c) possession or control of the transferable Transferred Assets and the credentials
delivery package contemplated by Section 7.4; (d) any other instrument expressly identified as a Seller deliverable on Schedule 3; (e)
the executed Stockholder Agreement; (f) evidence that each Key Asset and each Schedule 1B account has been transferred to, and its owner,
billing and recovery email addresses re-bound to, an account controlled by Purchaser; (g) lien releases and UCC-3 terminations from each
secured lender; (h) an officer’s certificate confirming the accuracy of Article X and the absence of any Insolvency Event; and (i)
the deletion certification contemplated by Section 7.4.
5.3 Purchaser Deliverables.
At Closing, Purchaser will deliver: (a) the Equity Consideration, registered in Seller’s name in Purchaser’s stock ledger,
together with an uncertificated share notice or certificate bearing the legend required by Article VI, Section 5 of Purchaser’s
bylaws; (b) certified board resolutions approving this Agreement, the acquisition and the issuance of the Equity Consideration for the
Transferred Assets; (c) an officer’s certificate confirming the accuracy of Schedule 4 and that Purchaser has sufficient authorized
and unissued shares; (d) a current capitalization table immediately before and immediately after issuance; and (e) evidence reasonably
satisfactory to Seller that each Required Consent has been obtained.
5.4 Conditions to Seller’s
Obligation. Seller’s obligation to close is subject to: (a) Purchaser’s representations being true in all material respects
at Closing; (b) Purchaser’s performance in all material respects of its pre-Closing covenants; (c) receipt of every Required Consent,
including each Secured Lender Consent; (d) no Law or order prohibiting Closing; and (e) Purchaser’s ability to deliver all items
in Section 5.3. These conditions are solely for Seller’s benefit and may be waived only by Seller in writing.
5.5 Conditions to Purchaser’s
Obligation. Purchaser’s obligation to close is subject to: (a) Seller’s representations being true in all material respects
at Closing; (b) Seller’s performance in all material respects of its pre-Closing covenants; (c) receipt of each Secured Lender Consent;
(d) no Law or order prohibiting Closing; (e) delivery of each item in Section 5.2; (f) transfer of each Key Asset to Purchaser’s
control has been completed or, for the Apple and Google application transfers, has been initiated by Seller and accepted by the platform;
(g) no Insolvency Event has occurred; and (h) no litigation or Governmental Authority proceeding relating to the Such App is pending.
5.6 Simultaneous Closing.
All Closing deliveries are deemed simultaneous. If any required delivery is not completed, no delivery will be effective unless the
Party entitled to that delivery expressly waives it in writing.
ARTICLE VI
PRE-CLOSING COVENANTS AND PUBLICITY
6.1 Ordinary-Course Preservation.
Until Closing or termination, Seller will use commercially reasonable efforts to preserve the Transferred Assets in substantially
their current condition, ordinary wear, updates and changes in usage excepted. Seller will keep every Schedule 1B account, domain, certificate
and store listing paid, current and in good standing through Closing, will not permit any renewal or registration to lapse, and will not
modify, delete, export or grant third-party access to any Transferred Asset outside the ordinary course. If Seller fails to do so, Purchaser
may pay the applicable vendor directly and Seller will reimburse Purchaser at or before Closing. Seller is not otherwise required to make
capital expenditures or hire personnel.
Page 5
6.2 Access and Diligence.
Subject to confidentiality obligations and applicable Law, Seller will provide reasonable access during normal business hours to information
concerning the Transferred Assets. Purchaser acknowledges that it is relying only on the express representations in this Agreement.
6.3 Mutually Approved Press
Release. At Closing, the Parties will cooperate in good faith to finalize and disseminate a mutually approved press release regarding
the transaction. Neither Party may issue, publish or authorize any press release or public announcement concerning this Agreement or the
transaction without the other Party’s prior written approval as to form, content and timing. If disclosure is required by Law, stock-exchange
rule or Governmental Authority, the disclosing Party will, to the extent legally permitted, give the other Party advance notice and a
reasonable opportunity to review and comment, and will disclose only what is legally required. No Party is required to approve language
it considers inaccurate, misleading or harmful to its reputation.
6.4 Insolvency Notice. Seller
will notify Purchaser within one Business Day of any Insolvency Event or any default notice from a lender listed on Schedule 3.
ARTICLE VII
INFRASTRUCTURE AND OPERATING RESPONSIBILITY
7.1 Partner and Vendor
Contracts. Other than those specific partner accounts or vendors set out in Schedule 1B, Seller retains partner, vendor and other
Contract and all rights, Liabilities and obligations arising under them. Purchaser receives no right to enforce, use, renew or obtain
services under any such Contract or account and must enter into its own arrangements with each applicable partner, vendor or service provider.
Nothing in this Agreement obligates Seller to terminate, assign, novate, amend or maintain any Contract for Purchaser’s benefit.
Purchaser acquires each Schedule 1B account as account holder only and assumes no obligation under it except as stated in Section 3.1.
Before transferring any shared workspace or account (including GitHub, 1Password, Slack, Notion, Linear and Figma), Seller will remove
content, credentials and data unrelated to the Such App, and Purchaser may delete any such remaining material after Closing without Liability.
At Purchaser’s election for any account, Seller will instead cooperate in migrating the relevant assets into a new Purchaser-owned
account.
7.2 AWS and Other Infrastructure.
Seller-owned or transferable workloads, data, configurations and other technical assets expressly identified on Schedule 1B will be
transferred or migrated, including those on AWS at Closing.
7.3 No Transition Services.
No personnel, labor, consulting, hosting, customer support, development, maintenance, accounting or other transition services are
included. Any later assistance requires a separate written agreement signed by Seller that specifies scope, fees, timing, dependencies
and limitations. Seller has no implied support obligation.
7.4 Credentials and Security.
At Closing, Seller will deliver through a secure method only those credentials, keys and access materials that relate exclusively
to a Transferred Asset and are expressly listed on Schedule 1B. Seller will not deliver credentials that provide access under or to an
excluded partner or vendor Contract or account. Purchaser will promptly rotate all delivered credentials and assume responsibility for
access control, backups, monitoring, incident response and security. Seller may disable retained access after confirming delivery and
has no obligation to retain copies, except as required by Law or its record-retention policies.
Page 6
ARTICLE VIII
INTELLECTUAL PROPERTY AND DATA
8.1 Transferred Intellectual
Property. At Closing, Seller will assign only the Intellectual Property expressly listed on Schedule 1B. The assignment includes the
listed registrations and applications, rights to apply for and maintain them, and claims for infringement occurring after Closing. Claims
for infringement occurring before Closing remain Excluded Assets unless Schedule 1B expressly states otherwise.
8.2 Third-Party and Open-Source
Materials. No partner, vendor or other third-party Contract or license held by Seller transfers to Purchaser. Third-party and open-source
materials are not owned by Seller and are included, if at all, only to the extent their applicable terms permit distribution with the
transferred software without an assignment or assumption of Seller’s Contract or Liability. Purchaser must independently obtain,
at its own cost, every third-party license or service arrangement required for its operation, modification or distribution of the Such
App. Any compliance obligation arising from Purchaser’s own use of third-party or open-source materials is Purchaser’s independent
obligation and is not assumed from Seller.
8.3 Data Transfer and Responsibility.
User, partner, operational or other data will transfer only if specifically identified on Schedule 1B and only to the extent transfer
is permitted by Law and applicable Contracts and notices. From the time Purchaser receives any data, Purchaser is solely responsible for
its processing, security, retention, deletion, notices, consents and responses to data-subject requests. If lawful transfer requires additional
notice, consent or technical segregation, Purchaser will bear the related cost and Seller will have no obligation to transfer the affected
data until those requirements are satisfied. Seller represents that its privacy notices and user terms permit the transfer of user data
to an acquirer of the Such App, that it has complied with them, and that it will give any legally required notice before Closing at its
cost. User and operational data transfers with the AWS and database accounts listed on Schedule 1B.
8.4 Seller and Dogecoin
Marks. No House of Doge, Dogecoin Foundation, Dogecoin or other retained mark, name, logo, trade dress or brand transfers or is licensed
under this Agreement. Nothing in this Agreement licenses any such mark. Purchaser may continue to display such marks as embedded in the
Such App, its store listings and materials as of Closing for ninety (90) days after Closing while it rebrands. Purchaser’s other
use of any Dogecoin mark is governed by any separate written license and applicable Law, not by this Agreement. Any mutually approved
press release is not a trademark license.
ARTICLE IX
DOGEOS MOST-FAVORED PRICING
9.1 Covered Services and
Term. For three (3) years beginning on the Closing Date (the “MFN Term”), Purchaser and its Affiliates will offer
Seller and its Affiliates the best pricing provided to any customer for tokenization services offered on or through DogeOS, including
associated implementation, issuance, orchestration, smart-contract, compliance-technology, custody-integration, reporting and platform
services that Purchaser or an Affiliate makes generally or selectively available (the “Covered Services”). Seller has
no minimum purchase or exclusivity obligation.
9.2 Best Customer Pricing.
The net effective price, rate, fee, discount, rebate, credit and other economic term offered to Seller or an Affiliate for any Covered
Service may not be less favorable than the most favorable corresponding economic term offered or provided by Purchaser or any Affiliate
to any other customer. This protection applies on a like-for-like basis for comparable scope and volume. For a bundle, Purchaser will
make a good-faith reasonable allocation that preserves Seller’s benefit of the lowest net effective price for each Covered Service.
Page 7
ARTICLE X
REPRESENTATIONS OF SELLER
10.1 Organization and Authority.
Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Seller has corporate
power to enter into and perform this Agreement. This Agreement has been duly authorized by Seller and, when executed, constitutes a valid
and binding obligation of Seller, subject to bankruptcy, insolvency and similar Laws and general equitable principles.
10.2 Title. At Closing,
Seller will have good and transferable title to the owned Transferred Assets expressly listed on Schedules 1A and 1B, free and clear of
Encumbrances other than those expressly disclosed on Schedule 1B. Seller makes no title or transferability representation regarding third-party
materials, licenses, hosted services or accounts, none of which transfers except for any separable asset expressly listed on Schedule
1B that may lawfully be transferred without assigning or requiring Purchaser to assume a Contract or Liability.
10.3 No Conflict. Seller’s
execution and performance of this Agreement do not violate Seller’s organizational documents or any order binding on Seller. Except
for consents identified on Schedule 3, including the Secured Lender Consents, Seller has not knowingly omitted any third-party consent
that is expressly required for Seller’s transfer of a scheduled Transferred Asset.
10.4 Brokers. Seller
has not engaged a broker or finder whose fee would be payable by Purchaser in connection with the transaction.
10.5 Investment Intent.
Seller is acquiring the Equity Consideration for investment for its own account and not with a present view to an unlawful distribution.
Seller understands that the Equity Consideration has not been registered under the Securities Act and may be subject to applicable securities-law
transfer restrictions. Seller has had an opportunity to request information from Purchaser and can bear the economic risk of the investment.
Seller has received and reviewed the organizational documents attached as Schedule 6 and acknowledges that the Equity Consideration is
subject to the transfer restrictions in Article VI of Purchaser’s bylaws and to the Stockholder Agreement.
10.6 Sufficiency and Ownership.
The Transferred Assets, together with the third-party services identified on Schedule 1B and the marks excluded under Section 2.2, are
all assets used to build, operate, support and monetize the Such App as conducted during the twelve (12) months before Closing. Seller
is the sole legal and beneficial owner of the Transferred Assets; no Affiliate, employee, contractor, predecessor (including any “SuchPay”
entity) or other Person holds any Transferred Asset or account; each Person who contributed to the transferred software has assigned all
rights in it to Seller in writing; and no Governmental Authority, foundation, university or grant confers any right in the Transferred
Assets.
10.7 Intellectual Property;
Open Source; Security. To Seller’s knowledge, the Such App does not infringe or misappropriate any third party’s Intellectual
Property, and no claim alleging that is pending or threatened. To Seller’s knowledge, Schedule 1B lists all open-source software
subject to copyleft or source-disclosure terms incorporated in the transferred software, and Seller has complied with all applicable open-source
licenses. To Seller’s knowledge, except as disclosed on Schedule 1B, in the twenty-four (24) months before Closing there has been
no security breach of, or unauthorized access to, Such App systems or user data.
10.8 Compliance; Claims; User
Funds. To Seller’s knowledge, Seller has operated the Such App in material compliance with applicable Law, including money-transmission,
sanctions, anti-money-laundering, consumer-protection and privacy Laws, and with applicable platform terms. No litigation, arbitration,
Governmental Authority inquiry, platform enforcement action or material user claim relating to the Such App is pending or, to Seller’s
knowledge, threatened. Seller does not hold user funds or digital assets in connection with the Such App except as described on Schedule
1B.
Page 8
10.9 Solvency; Approvals;
Investor Status. Seller is receiving reasonably equivalent value for the Transferred Assets, is not insolvent and will not be rendered
insolvent by the transaction, and has obtained all board, stockholder and lender approvals required of it. Seller is an “accredited
investor” under Regulation D, and neither Seller nor any of its covered persons is subject to a disqualification under Rule 506(d).
10.10 Account Commitments.
Except as listed on Schedule 1B with amount and term, no Schedule 1B account carries any reserved-capacity, savings-plan, enterprise,
minimum or auto-renewal commitment, and all charges under those accounts through the Effective Date have been paid.
ARTICLE XI
REPRESENTATIONS OF PURCHASER
11.1 Organization and Authority.
Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Purchaser has
corporate power to enter into and perform this Agreement. This Agreement and the issuance of the Equity Consideration have been duly authorized,
and this Agreement, when executed, constitutes a valid and binding obligation of Purchaser, subject to bankruptcy, insolvency and similar
Laws and general equitable principles.
11.2 Capitalization. Schedule
4 accurately states, immediately before and after Closing, Purchaser’s authorized, issued and outstanding equity securities on a
fully diluted basis, including shares reserved or issuable under options, warrants, convertible securities, SAFEs, notes or other rights.
11.3 Valid Issuance. When
issued for the Transferred Assets, the Equity Consideration will satisfy Section 4.2. Purchaser has sufficient authorized and unissued
Purchaser Common Stock, and the issuance will not breach Purchaser’s organizational documents, any Contract, applicable Law or any
right of another securityholder. Purchaser’s board has determined the Transferred Assets are lawful and adequate consideration for
the Equity Consideration.
11.4 No Conflict; Consents.
Purchaser’s execution, performance and consummation of this Agreement do not violate its organizational documents, applicable
Law, any order binding on it or any material Contract. Purchaser has obtained or will obtain before Closing all corporate, stockholder,
contractual and governmental approvals required on its part.
11.5 [Reserved].
11.6 Independent Investigation.
Purchaser is sophisticated and has conducted the business, technical, legal, security, privacy and financial diligence it considers
appropriate. Purchaser is not relying on any projection, forecast, estimate, data-room statement, management comment or representation
other than the express representations in Article X, on which Purchaser is relying.
11.7 Brokers. Purchaser
has not engaged a broker or finder whose fee would be payable by Seller in connection with the transaction.
Page 9
ARTICLE XII
DISCLAIMERS AND ALLOCATION OF RISK
12.1 Exclusive Representations.
The express representations in Articles X and XI are the only representations made in connection with this Agreement. No Affiliate,
director, officer, employee, contractor, adviser or other representative of Seller makes any representation or has personal Liability
concerning the Transferred Assets or the transaction.
12.2 As-Is Transfer. EXCEPT
FOR SELLER’S EXPRESS REPRESENTATIONS IN ARTICLE X, THE TRANSFERRED ASSETS ARE TRANSFERRED “AS IS,” “WHERE IS”
AND “WITH ALL FAULTS,” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, PERFORMANCE, RESULTS, ERROR-FREE OPERATION OR FUTURE REVENUE. PURCHASER
ACCEPTS THE RISK OF OBSOLESCENCE, TECHNICAL DEBT, THIRD-PARTY DEPENDENCIES AND FUTURE OPERATING COSTS.
12.3 No Reliance on Projections.
Purchaser acknowledges that forecasts, budgets, usage metrics, cost estimates, roadmaps and similar materials are illustrative, may
change and are not guarantees. Purchaser has made its own evaluation of the transaction.
ARTICLE XIII
POST-CLOSING COVENANTS
13.1 Further Assurances.
After Closing, each Party will execute reasonable additional instruments necessary to carry out the express terms of this Agreement.
Seller is not required to incur out-of-pocket cost, assume Liability or transfer an Excluded Asset. Purchaser will reimburse Seller in
advance for any approved out-of-pocket cost.
13.2 Records. Each
Party may retain copies of records reasonably necessary for tax, accounting, legal, insurance and compliance purposes, subject to confidentiality
and applicable Law. Purchaser will provide Seller reasonable access to transferred records needed to address a pre-Closing matter.
13.3 Wrong-Pocket Assets
and Payments. If either Party receives an asset or payment that belongs to the other under this Agreement, it will promptly notify
and transfer it to the proper Party. Neither Party is required to transfer a disputed item until the dispute is resolved. This Section
does not expand the definition of Transferred Assets or transfer any Contract, Liability or obligation to Purchaser.
13.4 Taxes and Transfer
Fees. Seller is responsible for income taxes imposed on Seller from the transaction. Purchaser is responsible for all sales, use,
transfer, documentary, filing and similar taxes and fees arising from the transfer of the Transferred Assets, excluding taxes measured
by Seller’s net income. The Parties will reasonably cooperate on filings, at Purchaser’s cost.
13.5 Mutual Non-Disparagement.
For three (3) years after the Closing Date, neither Party will, and each Party will direct its directors and officers not to, directly
or indirectly make, publish or communicate to any Person, whether orally, in writing, through social media or otherwise, any statement
that disparages, defames or maligns the other Party or its Affiliates, or any of their respective directors, officers, employees, businesses,
products or services. Each Party is responsible for any such statement made by its directors or officers while serving in that capacity.
Nothing in this Section 13.5 restricts any Person from (a) making truthful statements to the extent required by Law, legal process, stock-exchange
rule or a Governmental Authority; (b) making truthful statements in any proceeding to enforce or interpret this Agreement; (c) communicating
with, filing a charge or complaint with, or participating in an investigation by any Governmental Authority, or making any other disclosure
protected by applicable whistleblower Law; (d) rebutting in good faith any false or misleading public statement made by the other Party
in breach of this Section 13.5; or (e) making truthful, non-misleading statements about its own products or services in the ordinary course
of business.
Page 10
ARTICLE XIV
REMEDIES; NO GENERAL INDEMNIFICATION
14.1 No General Indemnification.
Except as expressly provided in Section 14.2 and for claims based on actual fraud, neither Party has a post-Closing duty to indemnify,
defend or hold harmless the other Party. A Party may pursue ordinary contract remedies for a direct breach of a covenant that by its terms
is to be performed after Closing, including Purchaser’s obligations to issue the Equity Consideration and comply with Article IX.
Article III controls the allocation of Contracts and Liabilities and creates no payment or performance obligation of Purchaser with respect
to any Contract or Liability of Seller or an Affiliate.
14.2 Indemnity Claims and
Fraud. Seller will indemnify Purchaser solely for direct losses finally determined to arise from Seller’s breach of the express
representations in Sections 10.2, 10.6, 10.7 and 10.8 or from any Excluded Liability. A claim must be asserted within eighteen (18) months
after Closing. Seller’s aggregate Liability for such claims will not exceed the agreed US$4,000,000 value of the Equity Consideration.
Nothing limits Liability for a Party’s actual, intentional common-law fraud committed by that Party in connection with this Agreement.
Fraud does not include constructive fraud, negligent misrepresentation or fraud based on a statement outside this Agreement.
14.3 Damages Limitation.
Except for actual fraud, breach of confidentiality, misuse of the other Party’s Intellectual Property, or a Party’s payment
obligations, neither Party will be liable for punitive, exemplary, special or consequential damages or lost profits, except to the extent
such damages are payable to a third party under a final judgment arising from a direct breach of this Agreement.
14.4 Specific Performance.
The Parties acknowledge that a breach involving the transfer of unique assets, issuance of the Equity Consideration, confidentiality,
Intellectual Property, Section 13.5 or Article IX may cause irreparable harm. The non-breaching Party may seek specific performance, injunction
or other equitable relief without proving monetary damages or posting bond, in addition to available legal remedies.
ARTICLE XV
TERMINATION
15.1 Termination Rights.
Before Closing, this Agreement may be terminated: (a) by mutual written consent; (b) by Seller if Closing has not occurred by the
Outside Date, unless Seller’s material breach was the primary cause; (c) by Purchaser if Closing has not occurred by the Outside
Date, unless Purchaser’s material breach was the primary cause; (d) by a non-breaching Party if the other Party materially breaches
and fails to cure within five (5) Business Days after notice, or if the breach cannot be cured by the Outside Date; (e) by either Party
if a final, nonappealable order prohibits Closing; or (f) by Purchaser upon an Insolvency Event.
15.2 Effect of Termination.
Upon termination, this Agreement is void without further Liability, except for Liability arising from a willful material breach before
termination or actual fraud. Sections 6.3, 12.1 through 12.3, 15.2 and Article XVI survive. Termination does not transfer any asset, data,
credential, Contract or Liability, and Purchaser will promptly return or destroy confidential information as required by the Parties’
confidentiality arrangements.
Page 11
ARTICLE XVI
MISCELLANEOUS
16.1 Confidentiality. The
existence and terms of this Agreement and all nonpublic information exchanged in connection with it are confidential, subject to Section
6.3 and any existing confidentiality agreement between the Parties. If an existing confidentiality agreement applies, it remains in effect;
if there is a conflict, the provision affording greater protection to Seller’s nonpublic information controls before Closing.
16.2 Expenses. Except
as expressly stated otherwise, each Party bears its own legal, accounting and other transaction expenses. Purchaser bears all asset-transfer
consent, migration, transfer-tax and infrastructure-onboarding costs, but does not assume any Contract or Liability of Seller or any Affiliate.
16.3 Assignment. Purchaser
may not assign this Agreement or any obligation hereunder without Seller’s prior written consent. A merger, change of control, sale
of substantially all assets or transfer of DogeOS or the Such App is deemed an assignment by Purchaser. Seller may not assign this Agreement
or Article IX without Purchaser’s prior written consent, and the Equity Consideration is transferable only in accordance with the
Stockholder Agreement. No permitted assignment releases Purchaser, and any successor must assume Purchaser’s obligations in writing.
16.4 Notices. Notices
must be in writing and delivered by personal delivery, nationally recognized overnight courier or email with confirmation of transmission,
to the addresses below (or a replacement address given by notice). Notices are effective on receipt; an email received after 5:00 p.m.
at the recipient’s location is deemed received the next Business Day.
If to Seller: House of Doge (U.S.) Inc.
Address: 261 NE 61st Street, Miami, Florida 33137 USA
Email: marco@houseofdoge.com and charles@houseofdoge.com
Attention: Marco Margiotta, CEO and Charles Park, CFO
With a copy to: legal@houseofdoge.com
If to Purchaser: ABJ Labs Inc.
(d/b/a Dogecoin Labs)
Email: jordan@dogeos.com
Attention: Jordan Jefferson
16.5 Amendment and Waiver.
An amendment or waiver is effective only in a writing signed by the Party against which it is enforced. A waiver on one occasion is
not a waiver on another. Delay in exercising a right is not a waiver.
16.6 Entire Agreement;
Order of Priority. This Agreement, its Schedules and Exhibits, and any applicable confidentiality agreement constitute the entire
agreement concerning the transaction and supersede prior discussions and term sheets. If there is a conflict, the body of this Agreement
controls, followed by Schedule 4 solely as to the share calculation, and then the remaining Schedules and Exhibits. A Schedule disclosure
qualifies only the provision to which it reasonably relates and does not expand the Transferred Assets or cause any Contract, Liability
or obligation to be transferred to or assumed by Purchaser.
Page 12
16.7 Governing Law. This
Agreement and every dispute arising from or relating to it, including claims in contract, tort or statute, are governed by the Laws of
the State of Texas, without regard to conflict-of-laws rules that would apply another jurisdiction’s Laws.
16.8 Exclusive Forum. Each
Party irrevocably submits to the exclusive jurisdiction of the state courts of competent jurisdiction located in the State of Texas and
the United States federal courts located in the State of Texas for any action arising from or relating to this Agreement. Each Party waives
objections based on venue or inconvenient forum and consents to service by the notice methods in Section 16.4.
16.9 Waiver of Jury Trial.
EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE TRANSACTION.
16.10 Severability. If
a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent, and the remaining provisions remain effective.
The Parties request that a court modify an invalid provision only as necessary to preserve its intended commercial effect.
16.11 No Third-Party Beneficiaries.
This Agreement benefits only the Parties and their permitted successors and assigns. No vendor, partner, employee, securityholder
or other Person is a third-party beneficiary.
16.12 Relationship of Parties.
The Parties are independent contracting parties. Nothing creates a partnership, joint venture, fiduciary, agency, franchise or employment
relationship, and neither Party may bind the other.
16.13 Construction. The
Parties participated in negotiating this Agreement. No presumption applies against a drafter. “Including” means “including
without limitation”; “or” is inclusive; references to Sections, Schedules and Exhibits are to this Agreement; and headings
do not affect interpretation. If a deadline falls on a non-Business Day, it moves to the next Business Day. US dollar references mean
lawful currency of the United States.
16.14 Counterparts and
Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original and together one instrument. Signatures
delivered electronically or in portable document format are effective as originals.
[Signatures follow]
Page 13
IN WITNESS WHEREOF, the Parties have executed
this Asset Transfer Agreement as of the Effective Date.
HOUSE OF DOGE (U.S.) INC.
By:
/s/ Marco Margiotta
Name:
Marco Margiotta
Title:
CEO
ABJ LABS INC. (d/b/a DOGECOIN LABS)
By:
/s/ Jordan Jefferson
Name:
Jordan Jefferson
Title:
CEO
Page 14
SCHEDULE 1A
SUCH APP IDENTIFICATION
Item
Agreed identification
Product name
Such.
Bundle/package IDs
inc.such.app
inc.such.staging.app
inc.such.dev.branch.app
Apple App Store listing
https://appstoreconnect.apple.com/apps/6758374269/
https://appstoreconnect.apple.com/apps/6758372749/
https://appstoreconnect.apple.com/apps/6788935754/
Google Play listing
https://play.google.com/console/u/1/developers/7561161475307869176/app/4974118060250665522/app-dashboard
https://play.google.com/console/u/1/developers/7561161475307869176/app/4975406825221656322/app-dashboard
Web application / URLs
https://such.inc
https://suchstaging.com
Production version at Closing
Android: v1.0.0 (65)
iOS: v1.0.0 (71)
Development/staging environments
iOS Staging: v1.0.0 (85)
iOS Branch: v1.0.1 (314414.912.259)
Page 15
SCHEDULE 1B
TRANSFERRED ASSETS, INTELLECTUAL PROPERTY AND
INFRASTRUCTURE
Only items expressly listed below are Transferred
Assets. No partner, vendor or other Contract, account relationship, billing profile, credit, Liability or obligation transfers. Add repository,
asset and registration identifiers; do not insert live passwords or secret keys in this document.
Category
Asset / identifier / location
Transfer method; consents; permitted Encumbrances
Source code and repositories
https://github.com/houseofdoge/
https://github.com/suchpay
Administrative ownership reassignment; Seller access
removed; organization renamed. Purchaser to provide reasonable assistance establishing Seller’s new source-code holding account
(zero cost activity). All source-code repositories transferred to Purchaser except houseofdoge.com, which is retained by Seller and transferred
to Seller’s designated account.
Object code and builds
All Object code (Container images, App bundles, APK, IPA) are contained within AWS
Moved via Account transfer below. See Cloud Infrastructure.
Documentation and designs
- Github organisations
- houseofdoge
- suchpay
- Figma (team
ID 1519500555426019291)
- Linear (ID house-of-doge)
- Notion (workspace
ID `a3ee2230-e8a8-814f-9d13-000312df38bf`)
Administrative ownership reassignment; seller access
removed; organization renamed, as applicable.
Domains and websites
● such.inc
● much.dev
● such.biz
● such.fyi
● such.me
● such.tips
● such.exchange
● suchstaging.com
● suchpay.com
● suchpay.me
● suchpay.dev
● suchpay.xyz
● thesuchapp.com
● thesuchapp.org
● thesuchapp.net
Administrative ownership reassignment across varied
domain registrars to Purchaser; Seller access removed; organization renamed, as applicable.
Purchaser to provide reasonable assistance establishing
Seller’s domain holding account (zero cost activity).
Purchaser to transfer all domains not scheduled for transfer to Sellers single domain holding account.
Page 16
Category
Asset / identifier / location
Transfer method; consents; permitted Encumbrances
Cloud infrastructure
AWS Account IDs:
- 638298051079
- 093322228485
- 597532483308
- 087157719055
- 609110637303
Vercel (team ID team_3IcyWLmbqBG0EBagjiUUo0fP)
Tailscale (Tailnet ID T5TPHWj6Zz11CNTRL)
Cloudflare (Account tied to adam@houseofdoge.com)
Honeycomb (Account tied to adam@houseofdoge.com)
Timescale/Tigerdata (Account tied to adam@houseofdoge.com)
Sentry (Account ID 3901959)
Coingecko (Account tied to adam@houseofdoge.com)
Expo (Account ID house-of-doge)
Novu (Account tied to adam@houseofdoge.com)
Rive (Account ID 1217698)
1Password: export of the Such App vault only (the
houseofdoge account itself does not transfer)
Administrative ownership reassignment to Purchaser; Seller access removed; organization renamed, as applicable.
Developer/app-store listings
Transferable application listings and related Seller-owned materials only
Administrative ownership reassignment to Purchaser; Seller access removed; organization renamed, as applicable.
APIs and integrations
Chainalysis integration
Reconfiguration; Purchaser must enter its own partner and vendor arrangements
Trademarks/domain rights
Only Such App-specific rights
None are registered trademarks
Data
All data pertinent to Such users
Transfers with the AWS and Timescale accounts; Seller retains no copy except as required by Law
Social/media accounts
https://x.com/thesuchapp
https://x.com/houseofdoge (account, handle and follower
base transfer to Purchaser; Purchaser will rename the handle to a Dogecoin Labs handle within thirty (30) days after Closing)
Discord Server ID: 1347416952284385352
Discord Server ID: 1451615206382768331
Administrative ownership reassignment to Purchaser; Seller access removed;
Communication tools
Intercom account (customer support)
Slack account (Vendor support)
Administrative ownership reassignment to Purchaser; Seller access removed;
Page 17
SCHEDULE 2
EXCLUDED ASSETS
Category
Excluded asset / clarification
Cash and receivables
All cash, cash equivalents, receivables and other amounts payable to Seller.
Tax assets and records
All tax refunds, credits, attributes, returns and supporting records.
Names and brands
House of Doge names, logos, brands, marks, domains and goodwill; all Dogecoin Foundation, Dogecoin and third-party marks except under a separate written license.
Historical and corporate records
Records unrelated to Such App; minute books; corporate, privileged, insurance, accounting, tax and personnel records.
Historical claims
Claims, recoveries and insurance rights based on pre-Closing events.
Unlisted assets
Every asset not expressly listed on Schedules 1A and 1B. No Contract or Liability transfers by implication, estoppel, operation of law or otherwise.
Partner, vendor and other contracts
Contracts subscriptions, licenses, service arrangements
or accounts of Seller or an Affiliate, not listed in Schedule 1B.
All liabilities and obligations
Every Liability and obligation of Seller or an Affiliate, including all payables, invoices, accrued expenses, minimum payments, commitments, renewal obligations and termination fees, whether arising before, at or after Closing and whether or not relating to a Transferred Asset.
Page 18
SCHEDULE 3
REQUIRED CONSENTS AND CLOSING DELIVERABLES
Each Secured Lender Consent is an express condition
to Closing. Transfer of each Key Asset (the three App Store applications, the two Google Play applications, the five AWS accounts, the
two GitHub organizations and the such.inc registrar transfer) is also a Required Consent, with Seller as the responsible party.
Lender
Consent, lien release or deliverable
Responsible Party
Space Enterprises pursuant to Senior Secured Convertible Note dated May 4, 2026 for principal amount of US$833,333.34
Written consent to transaction and release at Closing of liens and security interests affecting the Transferred Assets.
Seller
Sky Ascent Financial Group Inc. pursuant to Senior Secured Convertible Note dated May 4, 2026 for principal amount of US$833,333.34
Written consent to transaction and release at Closing of liens and security interests affecting the Transferred Assets.
Seller
Nordwand Foundation pursuant to Senior Secured Convertible Note dated May 4, 2026 for principal amount of US$833,333.34
Written consent to transaction and release at Closing of liens and security interests affecting the Transferred Assets.
Seller
Garrington Financial Corp. pursuant to Secured Short Term Demand Note dated August 12, 2026 for principal amount of US$5,500,000.00
Written consent to transaction and release at Closing of liens and security interests affecting the Transferred Assets.
Seller
Page 19
SCHEDULE 4
EQUITY CONSIDERATION AND CAPITALIZATION
Term
Agreed amount / information
Agreed equity value
US$4,000,000
Agreed pre-money valuation
US$120,000,000 on a fully diluted basis
Equity Consideration
[●] common stock shares, being US$4,000,000 divided by the per-share price, where the per-share price equals US$120,000,000 divided by Purchaser’s fully diluted shares (issued common stock, outstanding options and RSUs, the unallocated option pool, and shares issuable on conversion of all SAFEs and notes at their valuation caps, with uncapped instruments converted at US$120,000,000), excluding the Equity Consideration (fixed number; no payable or Liability adjustment)
Class and par value
Common Stock, US$0.00001 par value
Certificate or book-entry details
Securities-law exemption
Purchaser authorized shares immediately before Closing
Purchaser issued and outstanding shares immediately before Closing
Purchaser fully diluted capitalization immediately before Closing
Seller ownership immediately after Closing
_________% issued and outstanding; ____________% fully diluted
Page 20
EXHIBIT A
FORM OF BILL OF SALE AND INTELLECTUAL PROPERTY
ASSIGNMENT
For good and valuable consideration, receipt of
which is acknowledged, House of Doge (U.S.) Inc. (“Assignor”) hereby sells, assigns, transfers, conveys and delivers to ABJ
Labs Inc. (“Assignee”), effective as of the Closing under the Asset Transfer Agreement dated [●], 2026 (the “Transfer
Agreement”), all of Assignor’s right, title and interest in and to the Transferred Assets, including the transferred Intellectual
Property, in each case only as expressly listed on Schedules 1A and 1B of the Transfer Agreement.
This instrument is subject to the Transfer Agreement
in all respects. It does not transfer any Excluded Asset, Contract, Liability or obligation and does not create any representation, warranty,
covenant or remedy beyond those in the Transfer Agreement. No Contract, Liability or obligation of Assignor or any Affiliate is assigned
to or assumed by Assignee. If there is a conflict, the Transfer Agreement controls. Capitalized terms not defined here have the meanings
in the Transfer Agreement.
This instrument is governed by Texas law and may
be executed in counterparts and by electronic signature.
HOUSE OF DOGE (U.S.) INC.
By:
Name:
Marco Margiotta
Title:
CEO
Page 21
SCHEDULE 6 – PURCHASER ORGANIZATIONAL
DOCUMENTS
Part A – Certificate of Incorporation of
Purchaser, as amended (including the Certificate of Amendment changing its name from MyDoge Inc. to ABJ Labs Inc.): (enclosed)
Part B – Bylaws of Purchaser: a true and
complete copy of the Bylaws of Purchaser (adopted November 19, 2021, as in effect on the Effective Date) is attached to the execution
version of this Agreement, and Seller acknowledges receipt of it. Article VI (Restriction on Transfers) is reproduced below for reference;
the attached copy governs.
ARTICLE VI RESTRICTION ON TRANSFERS
Section 1. Transfer Restrictions.
Before any holder (“Stockholder”)
of shares of common stock of the Corporation (“Shares”) may Transfer (as such term is defined below) Shares (or any interest
therein) to another prospective holder, such Stockholder must obtain the prior written consent of the Corporation upon resolutions duly
approved by the Board of Directors, which consent may be withheld in its sole discretion. For the avoidance of doubt, “Shares”
excludes any shares of common stock issued or issuable upon conversion of the Corporation’s preferred stock. “Transfer”
shall mean with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant,
creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale (as such term is defined
below) or other disposition of such security (including transfer by testamentary or intestate succession, merger or otherwise by operation
of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof
may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer
to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not
in writing, to effect any of the foregoing. “Constructive Sale” shall mean, with respect to any security, a short sale with
respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security, or entering into any other hedging or other derivative transaction that
has the effect of materially changing the economic benefits and risks of ownership. Any purported Transfer of any Shares of the Corporation’s
stock effected in violation of this section shall be null and void and shall have no force or effect and the Corporation shall not register
any such purported Transfer
Section 2. Exceptions for Certain Transfers.
Notwithstanding the foregoing, the provisions
of Article VI, Section 1. shall not apply to the following transactions:
in the case of a Stockholder who is an
individual, the transfer without consideration of any Shares made for bona fide estate planning purposes, either during a
Stockholder’s lifetime or on death by will or intestacy to (i) his or her spouse or Spousal Equivalent, child (natural or
adopted), sibling, or any other direct lineal antecedent or descendant of such Stockholder (or his or her spouse or Spousal
Equivalent) (all of the foregoing collectively referred to as “family members”), or any other relative approved by the
Corporation upon resolutions duly approved by the Board of Directors or (ii) any custodian or trustee of any trust, partnership or
limited liability company solely for the benefit of, or the ownership interests of which are owned wholly by, such Stockholder or
any such family members. “Spousal Equivalent” as used herein shall mean an individual who is registered with any state
governmental entity as a domestic partner of the relevant person to whom such individual may be a Spousal Equivalent (a
“Registered Domestic Partner”) or who (i) irrespective of whether or not the relevant person to whom such individual may
be a Spousal Equivalent and the Spousal Equivalent are the same sex, was the sole spousal equivalent of the other for the last
twelve (12) months, (ii) intended to remain so indefinitely, (iii) was not married to anyone else nor a Registered Domestic Partner
with anyone else, (iv) was at least 18 years of age and mentally competent to consent to contract, (v) was not related by blood to a
degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) was jointly responsible
for the other’s common welfare and financial obligations, and (vii) resided with the other in the same residence for the last
twelve (12) months and intends to do so indefinitely; or in the case of a Stockholder that is an entity, the transfer without
consideration of any Shares by a Stockholder to its stockholders, members, partners, other equity holders, or affiliates.
Page 22
Section 3. Subsequent Transfers.
In the case of any transfer consented to by the
Corporation or described in Section 2. above or otherwise, the transferee, assignee, or other recipient shall receive and hold the Shares
subject to the provisions of this Article VI, and there shall be no further transfer of such stock except in accordance with Sections
Section 1., Section 2., and Section 3. of this Article VI.
Section 4. Termination of Restriction.
The restrictions in Section 1. of this Article
VI shall terminate upon the earlier to occur of (i) the closing of a Sale Event (as defined below) or (ii) the first sale of common stock
of the Corporation to the general public pursuant to a registration statement filed with and declared effective by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of such restrictions,
a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to
below and delivered to each Stockholder.
For purposes of these bylaws, “Sale Event”
means the consummation of (i) the dissolution or liquidation of the Corporation, (ii) the sale of all or substantially all of the assets
of the Corporation on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant
to which the holders of the Corporation’s outstanding voting power immediately prior to such transaction do not own a majority of
the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition of all
or a majority of the outstanding voting stock of the Corporation in a single transaction or a series of related transactions by a Person
or group of Persons, or (v) any other acquisition of the business of the Corporation, as determined by the Board of Directors; provided,
however, that the Corporation’s Initial Public Offering, any subsequent public offering or another capital-raising event, or a merger
effected solely to change the Corporation’s domicile shall not constitute a “Sale Event”.
“Person” shall mean any individual,
corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.
“Initial Public Offering” means the
consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities
Act covering the offer and sale by the Corporation of its equity securities, as a result of or following which the Shares shall be publicly
held.
Section 5. Legend.
The certificate or certificates representing the
Shares shall bear the following legend (as well as any legends required by applicable state and federal corporate and securities laws):
“THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BYLAWS OF THE CORPORATION.”
Page 23
Section 6. Waiver.
The provisions of Section 1. of this Article VI
may be waived, with respect to any transaction subject thereto, by the Corporation upon resolutions duly approved by the Board of Directors;
provided, however, that such restrictions shall continue to apply to the Shares subsequent to such transaction.
EXHIBIT B – FORM OF STOCK TRANSFER RESTRICTION,
DRAG-ALONG AND MARKET STAND-OFF AGREEMENT (KEY TERMS)
Transfer restrictions. The transfer restrictions
in Article VI of Purchaser’s bylaws apply to the Equity Consideration. In addition, a pledge, hedge or indirect transfer (including
a change of Control of Seller) is a transfer requiring Purchaser’s consent; the exception in Article VI, Section 2(b) of the bylaws
for transfers to a stockholder’s equity holders or affiliates does not apply to Seller; and no transfer may be made to a competitor
of Purchaser or DogeOS or to a sanctioned person.
Right of first refusal. Purchaser, then its designees,
has thirty (30) days to match any bona fide third-party offer after the restricted period.
Drag-along. Seller votes for and sells in any
sale approved by Purchaser’s board and the holders of a majority of its common stock, on the same per-share terms as other common
holders, with an irrevocable proxy and power of attorney to enforce.
Market stand-off. A 180-day IPO lock-up plus any
underwriter lock-up on the same terms as officers and directors, and agreement to sign the underwriters’ form.
Financing cooperation. Seller will sign customary
common-holder documents (voting agreement, right of first refusal and co-sale) in any future financing on terms no less favorable than
other common holders.
No additional rights. No registration, preemptive,
information, board or consent rights beyond applicable Law.
Joinder; legends. Every transferee, pledgee, foreclosing
lender, trustee or estate representative is bound and must sign a joinder before shares are recorded; legends on the stock ledger and
stop-transfer instructions to any transfer agent.
Successors. The agreement binds any successor,
trustee or estate to the maximum extent permitted by Law, and Purchaser’s right of first refusal applies to any proposed estate
sale.
Page 24
EX-10.3 — TERMINATION OF AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT, DATED OCTOBER 19, 2026, BY AND AMONG DOGECOIN FOUNDATION, INC., MADEUPNUMBERS LTD., HOUSE OF DOGE (U.S.) INC. AND HOUSE OF DOGE INC
EX-10.3
Filename: ea030946301ex10-3.htm · Sequence: 4
Exhibit 10.3
Termination of Amended and Restated Trademark
License Agreement
This Termination of Amended and Restated Trademark
License Agreement (this “Termination Agreement”) is entered into by and among Dogecoin Foundation, Inc., a Colorado
non-profit corporation (the “Foundation”), MadeUpNumbers Ltd., a registered company limited by guarantee under the
laws of England and Wales (“MadeUpNumbers” and, together with the Foundation, “Licensor”), House
of Doge (U.S.) Inc. (“House of Doge”, formerly known as House of Doge Inc.), a Texas corporation (“House of
Doge”), and House of Doge Inc., a Delaware corporation (“HoD”). Each of the Foundation, MadeUpNumbers, House
of Doge and HoD is a “Party” and, collectively, the “Parties.”
WHEREAS, the Parties
are parties to that certain Amended and Restated Trademark License Agreement dated May 7, 2025, as amended by Amendment No. 2 effective
June 25, 2025 and as otherwise amended, supplemented or modified before the date hereof (collectively, the “License Agreement”);
WHEREAS, Section X.B
of the License Agreement permits the Parties to terminate the License Agreement by mutual written agreement; and
WHEREAS, the Parties
desire to terminate the License Agreement and fully and finally resolve their respective rights and obligations under it, in each case
on the terms set forth in this Termination Agreement.
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this Termination Agreement and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. Termination.
Pursuant to Section X.B of the License Agreement, the Parties mutually agree that the License Agreement is terminated effective as
of October 19, 2026 (the “Termination Effective Date”). Except as expressly provided in this Termination Agreement,
from and after the Termination Effective Date, the License Agreement will be of no further force or effect and no Party will have any
further rights or obligations under it.
2. Termination
Payment. As consideration for the agreements, releases and other undertakings in this Termination Agreement, House of Doge shall pay
the Foundation (or its designee) Four Hundred Thousand United States Dollars (US$400,000) (the “Termination Payment”)
when sufficient funds are available to House of Doge (the “Payment Deadline”). At House of Doge’s election, the
Termination Payment may be satisfied (a) in cash, by wire transfer of immediately available funds to an account designated by the Foundation
in writing, (b) by HoD issuing to the Foundation (or its designee) a number of shares of common stock of HoD (the “Payment Shares”)
equal to the portion of the Termination Payment being satisfied in shares divided by the volume-weighted average price of one share of
HoD common stock on its principal trading market for the five (5) consecutive trading days ending on the trading day immediately preceding
the Payment Deadline (the “VWAP Price”), rounded down to the nearest whole share, or (c) any combination of (a) and
(b). House of Doge shall notify the Foundation in writing of its election at least five (5) business days before payment. Any Payment
Shares will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all liens, other than
restrictions on transfer under applicable securities laws and HoD’s organizational documents. The Payment Shares will be issued
in a transaction exempt from registration under the Securities Act of 1933, as amended, and the Foundation (or its designee) shall deliver
such investor representations and documents as HoD reasonably requests to establish that exemption. The Termination Payment, or the applicable
portion of it, will be deemed paid upon receipt of the cash or the issuance and delivery of the Payment Shares, as applicable. The Foundation’s
receipt of the Termination Payment will constitute full and final satisfaction of all royalties, minimum guarantees, fees and other payment
obligations of House of Doge under or arising from the License Agreement, whether accruing before, on or after the Termination Effective
Date. Notwithstanding Sections 1, 4, 5 and 6, the accrued payment claims identified in the agreed closing schedule remain owing and are
not released, novated or discharged until irrevocable receipt of the Termination Payment in full. The relevant Licensor creditor shall
forbear from enforcing those claims until the Payment Deadline, except for steps reasonably necessary to preserve them. If payment is
not made when due, the relevant Licensor creditor may enforce those claims or this Section, without double recovery and with all recoveries
credited against the corresponding liability. No enforcement of monetary claims shall revive the License Agreement or any rights granted
under it.
3. Effect
of Termination. Effective on the Termination Effective Date:
(a) all licenses, exclusivity rights, sublicense rights, partnership designations, board representation rights
and other rights granted to House of Doge under the License Agreement terminate, and all rights in the Licensed Marks granted under the
License Agreement revert to Licensor;
(b) other than as otherwise permitted in any subsequent agreement in writing with Licensor, House of Doge
confirms it shall cease the use of the Licensed Marks and the disposition of Licensed Goods existing or in production as of the Termination
Effective Date; provided that no royalty, minimum guarantee or other fee will be payable with respect to any permitted post-termination
disposition of such Licensed Goods beyond the Termination Payment;
(c) House of Doge and HOD will prior to December 31, 2026 effect a name change and will cease the use of the
Licensed Marks in the naming of itself and its controlled subsidiary entities, including any references that it is the “Official
Corporate Arm” or “Official Commercial Partner” of the Foundation; and
(d) nothing in this Termination Agreement requires the return,
transfer or cancellation of any shares issued before the Termination Effective Date under the License Agreement.
4. Releases.
Subject to Section 2, effective as of the Termination Effective Date, each Party, on behalf of itself and its current and former affiliate
companies (parent, subsidiaries), directors, officers, employees, successors and assigns, irrevocably and unconditionally releases and
forever discharges each other Party and its current and former affiliates, directors, officers, employees, successors and assigns from
all claims, demands, actions, causes of action, liabilities, damages, costs and obligations of every kind, whether known or unknown, suspected
or unsuspected, fixed or contingent, arising out of or relating to the License Agreement or its performance on or before the Termination
Effective Date. Each Party covenants that it will not commence, maintain or assist any action or proceeding against another Party with
respect to any matter released under this Section 4. This Section 4 does not release or prohibit any claim to enforce this Termination
Agreement (in particular Section 2), any right that cannot lawfully be released, any claim based on fraud or intentional misrepresentation
in connection with this Termination Agreement, rights under separate securities or corporate instruments, any subsequent limited trademark
license agreement entered into by the parties, or misrepresentations made herein.
1
5. Surviving
Provisions. Notwithstanding Section X.E of the License Agreement, only the following provisions of the License Agreement survive its
termination, in each case solely to the extent necessary to give effect to their express terms and this Termination Agreement: Section
I (Definitions), Section II.B (Ownership), Section II.C (Reservation of Rights), , Section XI (Confidentiality), and Sections XII.B (Notices/Administration),
XII.F (Enforceability), XII.G (Construction), XII.H (Applicable Law), XII.I (Further Assurances) and XII.J (Counterparts; Electronic Versions).
If there is any conflict between a surviving provision of the License Agreement and this Termination Agreement, this Termination Agreement
controls.
6. No
Admission. This Termination Agreement reflects a negotiated resolution and does not constitute an admission by any Party of fault,
liability, breach or wrongdoing. Each Party expressly denies any such fault, liability, breach or wrongdoing.
7. Representations
and Authority. Each Party represents and warrants to the other Parties that: (a) it has full power and authority to enter into and
perform this Termination Agreement; (b) the person signing this Termination Agreement on its behalf is duly authorized to do so; (c) it
has not assigned or transferred any claim or right being released by it under this Termination Agreement; and (d) its execution and performance
of this Termination Agreement do not violate any agreement or obligation binding upon it.
House of Doge represents that Schedule 1 completely
and accurately identifies the licenses, sublicenses, assignments and other permissions granted or purportedly granted under the License
Agreement, together with material related commitments, encumbrances and required third-party consents that are in effect as of the date
hereof. The schedule shall be updated through the Termination Effective Date. Disclosure does not itself constitute Licensor’s consent
to or ratification of an arrangement. Neither Licensor entity assumes any additional downstream obligation except as expressly undertaken
in this Termination Agreement or the replacement Non-Exclusive Trademark License Agreement entered into between the Parties in connection
with it.
8. Confidentiality
and Required Disclosure. The existence and terms of this Termination Agreement constitute Confidential Information under Section XI
of the License Agreement. Nothing in this Termination Agreement prohibits a Party from disclosing it or its terms to the extent required
by applicable law, regulation, stock exchange rule, court order or legal process, or to that Party’s directors, officers, employees,
auditors, insurers, financing sources and legal, tax or financial advisers who have a need to know and are subject to confidentiality
obligations. To the extent legally permitted, a Party making a required public disclosure shall provide the other Parties with prompt
advance notice and a reasonable opportunity to review the proposed disclosure. Notwithstanding any confidentiality, publicity or non-disparagement
restriction in this Termination Agreement or surviving under the License Agreement, each Party may make truthful, non-misleading disclosures
and communications reasonably necessary concerning its operations, financial condition, payment arrangements, financing, or any actual
or contemplated restructuring, insolvency or creditor process. This includes communications with employees, contractors, creditors, advisers,
funding sources, insolvency office-holders, courts and relevant authorities, irrespective of whether a recipient acts in more than one
capacity, and necessary public statements concerning that Party’s own financial condition or operations. Such communications require
no prior consent, are not conditional on publication of a joint announcement and are not prohibited merely because they accurately describe
performance or non-performance of an obligation. Any notice or consultation requirement applies only where lawful and reasonably practicable
and shall not delay or prejudice the communication or necessary action. Appropriate confidentiality protections shall be used where reasonably
practicable.
2
9. Joint
Press Release and Public Commentary. Promptly upon execution of this Termination Agreement, the Parties shall cooperate in good faith
and mutually agree in writing on the form and content of a joint press release announcing the termination contemplated by this Termination
Agreement. The mutually approved press release shall be disseminated on the date and through the channels mutually agreed in writing by
the Parties. No Party shall issue any other press release concerning this Termination Agreement or the termination of the License Agreement
without the prior written consent of the other Parties, except for a disclosure required by applicable law, regulation, stock exchange
rule, court order or legal process. Notwithstanding the foregoing, following the joint press release, each Party may provide commentary
or speak to the Termination Agreement so long as such commentary or communications meet the following criteria (a) are factually accurate,
(b) are limited to such Party’s own role, products and rights, (c) does not disclose confidential information, (d) does not attribute
motive, blame, incompetence, bad faith of the other Party, and is otherwise non-disparaging to the other Party, and (e) does not describe
the other Party’s approval, endorsement, or “official” status except as any new contract or agreement permits or prescribes.
The Parties may also agree upon pre-determined responses for inquiries and questions as both Parties may see fit ie; FAQs, holding lines,
etc. This Section is subject to the permitted communications under Section 8. Each Party may also accurately state that the former partnership
has ended and describe the existence and limited non-exclusive scope of the replacement Non-Exclusive Trademark License Agreement, without
implying any additional approval or endorsement.
10. Expenses.
Each Party shall bear its own legal, accounting and other costs incurred in connection with the negotiation, preparation and execution
of this Termination Agreement.
11. Governing
Law. This Termination Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Texas, without
regard to its conflict-of-laws principles.
12. Entire
Agreement; Amendment; Waiver. This Termination Agreement, together with the provisions of the License Agreement expressly stated to
survive under Section 5, constitutes the entire agreement among the Parties concerning the termination of the License Agreement and supersedes
all prior and contemporaneous discussions, negotiations and understandings concerning that subject. Any amendment or waiver must be in
writing and signed by each Party. A waiver on one occasion is not a waiver on any other occasion.
13. Severability.
If any provision of this Termination Agreement is held invalid, illegal or unenforceable, the remaining provisions will remain in
full force and effect, and the invalid, illegal or unenforceable provision will be modified to the minimum extent necessary to make it
valid and enforceable while preserving the Parties’ original intent as closely as possible.
14. Further
Assurances. Each Party shall execute and deliver any additional documents and take any additional actions reasonably necessary to
carry out the purpose and intent of this Termination Agreement.
15. Counterparts;
Electronic Signatures. This Termination Agreement may be executed in counterparts, each of which is deemed an original and all of
which together constitute one instrument. Signatures delivered electronically, including by electronic signature platform or in PDF format,
have the same force and effect as original signatures.
[Signature page follows]
3
IN WITNESS WHEREOF, the Parties have executed
this Mutual Termination and Release Agreement by their duly authorized representatives.
DOGECOIN
FOUNDATION, INC.
By:
/s/ Jens Wiechers
Name:
Jens Wiechers
Title:
Director
MADEUPNUMBERS
LTD.
By:
/s/ Jens Wiechers
Name:
Jens Wiechers
Title:
Director
HOUSE OF
DOGE (U.S.) INC.
By:
/s/ Marco Margiotta
Name:
Marco Margiotta
Title:
Chief Executive Officer
HOUSE OF
DOGE INC.
By:
/s/ Marco Margiotta
Name:
Marco Margiotta
Title:
Chief Executive Officer
4
Schedule 1
the licenses, sublicenses, assignments and other permissions granted
or purportedly granted under the License Agreement
1) Sublicense of relevant marks under the Support Services Agreement between 21Shares US LLC, 21Shares AG and House of Doge Inc. dated
April 4, 2025
material related commitments, encumbrances and required third-party
consents
1) encumbrance and third party consent required pursuant to Secure Short Term Demand Note dated August 12, 2026 issued by House of Doge
(U.S.) Inc. to Garrington Financial Corp.
5
EX-10.4 — BINDING LETTER OF INTENT, DATED OCTOBER 23, 2026, BY AND BETWEEN HOUSE OF DOGE INC. AND MCQUEEN LABS INC
EX-10.4
Filename: ea030946301ex10-4.htm · Sequence: 5
Exhibit 10.4
October 23, 2026
McQueen Labs Inc.
261 NE 61st St, Miami, Florida 33137
Attention: Curtis Hopkins, CEO
Email: Curt@mcqmarkets.com
Re: Acquisition of the Technical and Token
Platform and Microlending Business Lines of McQueen Labs Inc.
Ladies and Gentlemen:
This binding letter of intent (this “Letter”)
sets forth the terms and conditions upon which House of Doge Inc., a Delaware corporation (“Buyer”), will acquire from
McQueen Labs Inc., a Delaware corporation (“Seller”), the Purchased Assets (as defined below) comprising Seller’s
technical and token platform known as “MCQ Markets” and its lending business, known as “MCQ Microlending” (the
“Transaction”). Buyer and Seller are each referred to herein as a “Party” and together as the “Parties.”
Upon execution by both Parties, this Letter shall constitute a legally binding agreement of the Parties, enforceable in accordance with
its terms, subject only to the conditions expressly set forth herein.
1. Structure of the Transaction. Buyer (or a wholly owned subsidiary of Buyer designated by Buyer)
shall purchase, and Seller shall sell, assign, transfer, and deliver to Buyer, free and clear of all liens, claims, and encumbrances (other
than permitted liens to be agreed), all of Seller’s right, title, and interest in and to the assets, properties, and rights used
or held for use primarily in connection with the following (collectively, the “Business”): (a) Seller’s technical
and token platform known as MCQ Markets, including all software, source code, smart contracts, protocols, APIs, documentation, and related
technology (the “Token Platform”); and (b) Seller’s microlending business known as MCQ Microlending (the “Lending
Business”).
2. Purchased Assets. The Purchased Assets shall include, without limitation: (a) all intellectual
property rights, including patents, copyrights, trademarks, trade names, domain names, social media accounts, trade secrets, and know-how;
(b) all software and source code, together with all repositories, version histories, private keys, administrative credentials, and multisignature
or other wallet control rights relating to the Token Platform; (c) all customer, issuer, investor, partner, contractor and vendor contracts
and relationships designated by Buyer (the “Assigned Contracts”); (d) all regulatory licenses, registrations, and permits,
to the extent transferable and strategic agreements if non-transferable; (e) all customer lists, data, and records; (f) all of the outstanding
equity interests of McQueen Microlending Inc., a company incorporated under the laws of Ontario, Canada; (g) investment in Triestina Holdings
LLC; (h) all goodwill; and (i) such other assets as the Parties shall agree in the Definitive Agreement (as defined below). Cash, cash
equivalents, Seller’s corporate records, and assets not used primarily in the Business shall be excluded assets.
3. Assumed and Excluded Liabilities. Buyer shall assume only those liabilities of Seller arising under
the Assigned Contracts after the Closing (as defined below), excluding any liability arising from a breach or default by Seller occurring
on or before the Closing (the “Assumed Liabilities”). Buyer shall not assume, and Seller shall retain and be solely
responsible for, all other liabilities of Seller of any kind, including all liabilities relating to taxes for pre-Closing periods, employees,
indebtedness, litigation, and any violation of securities, commodities, money transmission, anti-money laundering, sanctions, or consumer
protection laws arising from the operation of the Business prior to the Closing (the “Excluded Liabilities”).
4. Token Purchase Price. The aggregate consideration for the Token Platform (the “Token Purchase
Price”) shall be $15,000,000, payable as follows: (a) a number of shares of Buyer’s common stock, par value $0.0001 per
share (the “Common Stock”), equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior
to the execution of the Definitive Agreement, rounded down to the nearest whole share (the “Token Consideration Common Shares”);
(b) shares of a newly designated series of Buyer’s preferred stock, par value $0.0001 per share (the “Token Consideration
Preferred Shares” and, together with the Token Consideration Common Shares, the “Token Consideration Shares”),
having the terms set forth in Section 10, representing 30.0% of the shares of Common Stock issued and outstanding immediately prior to
the execution of the Definitive Agreement; and (c) the balance of the Token Purchase Price (i.e., the Token Purchase Price less the Share
Value (as defined below)), by delivery of a promissory note of Buyer payable to Seller on the terms set forth in Section 11 (the “Token
Seller Note”).
5. Lending Business Purchase Price. The aggregate consideration for the Lending Business (the “Lending
Business Purchase Price”) shall be an amount equal to (i) three (3) times the current annual interest rate spread, net of fees
and return of capital to investors, being earned by the Lending Business as of the date of the Closing, and (ii) an amount equal to the
amount lent by Seller to McQueen Microlending Inc. (currently understood to total approximately $383,000), payable as follows: 50% of
such Lending Business Purchase Price shall be in the form of a Seller note issued at Closing having the same terms as the Token Seller
Note (the “Lending Business Seller Note” and, together with the Token Seller Note, the “Seller Notes”),
and 50% of such Lending Business Purchase Price shall be added to the outstanding principal amount of the Lending Business Seller Note
on the one-year anniversary of the Closing, so long as the aggregate investments held by the Lending Business portfolio have consisted
of at least $4.1 million at all times for the preceding year.
6. Lending Business Contingent Consideration. If within six months of Closing, Buyer launches any
new lending product consisting of at least $5 million of aggregate third-party investment (which amount shall not include any related
party investments) earning at least 5% spread on principal as of the date that is six months following the Closing, then Buyer shall pay
to Seller additional consideration consisting of three (3) times the annual interest rate spread being earned by such new lending product.
2
7. Share Value. For purposes of this
Letter, the Token Consideration Shares shall have an agreed aggregate value as calculated per the above (the “Share Value”),
based on a per-share price of the Common Stock equal to the volume-weighted average price of the Common Stock on The Nasdaq Stock Market
LLC (“Nasdaq”) for the ten (10) consecutive trading days ending on the trading day immediately preceding the date of the
Definitive Agreement. The number of Token Consideration Shares, and the conversion ratio of the Token Consideration Preferred Shares,
shall be equitably adjusted for any stock split, reverse stock split, stock dividend, recapitalization, or similar event affecting the
Common Stock occurring between the date of this Letter and the conversion of the Token Consideration Preferred Shares. The Token Purchase
Price shall be subject to customary adjustments as set forth in the Definitive Agreement, and any such adjustment shall be applied first
as a reduction of the principal amount of the Token Seller Note.
8. Consideration Shares; Nasdaq Matters. (a) The Token Consideration Shares (and the Common Stock
issuable upon conversion of the Token Consideration Preferred Shares (the “Conversion Shares”)) shall be issued in
a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D, shall constitute “restricted securities” bearing customary
restrictive legends, and shall be issued only to Seller, which shall qualify as an “accredited investor” as defined in Rule
501(a) of Regulation D. Seller shall make customary investment representations in the Definitive Agreement, including as to its accredited
investor status, investment intent, access to information, and acknowledgment of the transfer restrictions applicable to the Token Consideration
Shares. (b) The number of Token Consideration Common Shares has been set so that the shares of Common Stock issued at the Closing will
not exceed 19.99% of the Common Stock or voting power of Buyer outstanding immediately prior to the execution of the Definitive Agreement
(the “Exchange Cap”), in compliance with Nasdaq Listing Rule 5635(a). Unless and until the Stockholder Approval (as
defined in Section 10) is obtained, in no event shall any Token Consideration Preferred Shares convert into, or shall the Token Consideration
Shares otherwise result in the issuance of, shares of Common Stock in excess of the Exchange Cap, and the Token Consideration Preferred
Shares shall not be entitled to vote together with the Common Stock in a manner that would cause the Token Consideration Shares to represent
voting power in excess of the Exchange Cap. (c) During the twelve-month period following the Closing, Seller shall not, and shall cause
its transferees not to, sell or otherwise transfer Token Consideration Shares and Conversion Shares in an amount greater than 1/12 of
the aggregate of all such consideration (as of the Closing) in any one-month period, and shall not sell or otherwise transfer on any single
trading day, in the aggregate, a number of Token Consideration Shares and Conversion Shares exceeding twenty percent (20%) of the total
trading volume of the Common Stock on Nasdaq on such trading day. (d) Buyer shall file a notification of listing of additional shares
with Nasdaq with respect to the Token Consideration Common Shares and the Conversion Shares as required by Nasdaq rules. The Token Consideration
Preferred Shares shall not be listed on any exchange. (e) Seller shall not be permitted to distribute the Token Consideration Shares to
its equityholders. (f) Seller acknowledges that the Token Consideration Shares will not result in a “change of control” of
Buyer within the meaning of Nasdaq Listing Rule 5635(b) prior to the Stockholder Approval, and the Parties shall structure the terms of
the Token Consideration Preferred Shares in a manner that complies with Nasdaq’s voting rights policy under Nasdaq Listing Rule
5640. (g) Financing. Buyer shall use commercially reasonable efforts to raise additional capital. The timing, amount, and pricing
of any financing shall be determined by Buyer in its sole discretion, and nothing herein shall obligate Buyer to sell any securities or
to use any proceeds thereof for any particular purpose.
3
9. Registration Rights. At the Closing, Buyer and Seller shall enter into a registration rights agreement
in customary form (the “Registration Rights Agreement”) providing substantially as follows: (a) Registrable Securities.
The Deposit Shares, the Token Consideration Common Shares and the Conversion Shares shall constitute “Registrable Securities,”
which shall cease to be Registrable Securities upon their sale under an effective registration statement or upon such shares otherwise
ceasing to be restricted securities. (b) Resale Registration. Buyer shall file with the SEC a registration statement on Form S-3
(or, if Buyer is not then eligible to use Form S-3, Form S-1) covering the resale of the Deposit Shares within sixty (60) days following
the date of this Letter, covering the resale of the Token Consideration Common Shares within forty-five (45) days following the Closing,
and covering the resale of the Conversion Shares within thirty (30) days following the Stockholder Approval (each, a “Filing
Deadline”), and shall use commercially reasonable efforts to cause each such registration statement to be declared effective
within ninety (90) days after the applicable Filing Deadline (or one hundred twenty (120) days if the SEC reviews the registration statement).
Buyer may combine such registrations in a single registration statement. The rights and obligations set forth in this Section 9 shall
apply to the Deposit Shares from the date of this Letter, prior to and whether or not the Parties enter into the Registration Rights Agreement.
(c) Maintenance. Buyer shall use commercially reasonable efforts to keep each registration statement continuously effective until
all securities covered thereby cease to be Registrable Securities. (d) Lock-Up Not Affected. Registration shall not release any
Registrable Securities from the lock-up set forth in Section 8(c), and no Registrable Securities may be sold under a registration statement
prior to their release from such lock-up. (e) Suspension. Buyer may suspend the use of any registration statement for up to sixty
(60) consecutive days and not more than ninety (90) days in any twelve (12)-month period if Buyer’s board of directors determines
in good faith that such use would require disclosure of material non-public information that Buyer has a bona fide business purpose for
keeping confidential, or would materially interfere with a pending material transaction. (f) Piggyback Rights. If, prior to the
effectiveness of a resale registration statement, Buyer proposes to register Common Stock for its own account or the account of other
stockholders (other than on Form S-4 or S-8), Seller shall have customary piggyback registration rights, subject to underwriter cutbacks.
(g) Underwritten Offerings. Seller shall have no right to demand an underwritten offering. (h) Expenses. Buyer shall bear
all registration and filing expenses, excluding underwriting discounts, selling commissions and stock transfer taxes. (i) Indemnification.
Buyer and Seller shall provide customary cross-indemnification for material misstatements or omissions in any registration statement,
with Seller’s indemnification limited to information furnished by Seller in writing for inclusion therein and capped at the net
proceeds received by Seller from the sale of Registrable Securities. (j) Seller Obligations. Seller shall promptly furnish all
information reasonably requested by Buyer in connection with any registration, shall comply with applicable plan of distribution and prospectus
delivery requirements, and shall discontinue sales upon notice of a suspension. (k) No Liquidated Damages. Buyer’s failure
to meet any Filing Deadline or effectiveness deadline shall not give rise to liquidated damages or penalties, and Seller’s remedies
shall be limited to specific performance. (l) Transfer. Registration rights may be assigned only to permitted transferees of Registrable
Securities who agree in writing to be bound by the Registration Rights Agreement and the lock-up.
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10. Convertible Preferred Stock; Stockholder Approval. (a) Designation. Prior to the
Closing, Buyer’s board of directors shall approve, and Buyer shall file with the Secretary of State of the State of Delaware,
a certificate of designation establishing the Consideration Preferred Shares (the “Certificate of Designation”)
on the terms set forth in this Section 10 and such other terms as are mutually agreed in the Definitive Agreement. (b) Automatic
Conversion. Each Consideration Preferred Share shall automatically convert into a number of shares of Common Stock representing
30% of the shares of Buyer Common Stock outstanding (the “Conversion Ratio”) effective on the fifth (5th)
business day following receipt of the approval of Buyer’s stockholders of the issuance of the Conversion Shares in accordance
with Nasdaq Listing Rule 5635 and the General Corporation Law of the State of Delaware (the “Stockholder
Approval”) and, if the Stockholder Approval is obtained by written consent, the expiration of the twenty (20) calendar day
period following the mailing of a definitive information statement on Schedule 14C under Rule 14c-2 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Consideration Preferred Shares shall not be convertible prior to
the Stockholder Approval. (c) Voting. Prior to conversion, the Consideration Preferred Shares shall have no voting rights,
except as required by law and except that the consent of the holders of a majority of the Consideration Preferred Shares shall be
required to amend the Certificate of Designation in a manner adverse to such holders. (d) Dividends and Liquidation. The
Consideration Preferred Shares shall participate in dividends paid on the Common Stock on an as-converted basis, and shall rank on
parity with the Common Stock upon liquidation, on an as-converted basis, with no liquidation preference. (e) Stockholder
Meeting. Buyer shall, as promptly as practicable and in any event within ninety (90) days following the Closing, file with the
SEC a preliminary proxy statement on Schedule 14A or information statement on Schedule 14C seeking the Stockholder Approval, and
shall hold a meeting of its stockholders to obtain the Stockholder Approval within one hundred twenty (120) days following the
Closing. Buyer’s board of directors shall recommend that its stockholders approve the conversion. If the Stockholder Approval
is not obtained at such meeting, Buyer shall seek the Stockholder Approval at each subsequent annual meeting or at a special meeting
held every three (3) months until obtained. Token Consideration Shares issued at the Closing shall not be entitled to vote on the
Stockholder Approval, to the extent required by Nasdaq. (f) Voting Agreements. Concurrently with the execution of the
Definitive Agreement, Buyer shall use commercially reasonable efforts to cause its directors, officers, and principal stockholders
to enter into voting agreements to vote their shares in favor of the Stockholder Approval. (g) Failure to Obtain Approval. If
the Stockholder Approval has not been obtained by one year from Closing, the Consideration Preferred Shares shall remain outstanding
and non-convertible, and the Parties shall negotiate in good faith an alternative form of consideration of equivalent value, which
may include an increase in the principal amount of the Seller Note. (h) Seller Cooperation. Seller shall promptly provide all
information regarding Seller and the Business reasonably requested by Buyer for inclusion in the proxy or information statement, and
shall be responsible for the accuracy of such information.
5
11. Seller Notes. At the Closing, Buyer shall issue and deliver to Seller the Seller Notes, which shall
be in form and substance mutually acceptable to the Parties and shall provide substantially as follows: (a) Principal. The original
principal amount of each Seller Note shall be the amount as calculated in Section 4 and Section 5, respectively, subject to adjustment
as provided in Section 4, Section 5, Section 7, Section 10(g), and Section 11(k). (b) Interest. Interest shall accrue on the unpaid
principal at a fixed rate of 3.0% per annum, computed on the basis of a 365-day year and the actual number of days elapsed, accruing and
payable at maturity. Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at 8.0% per annum above
the stated rate, but in no event in excess of the maximum rate permitted by applicable law. (c) Maturity and Payment. The principal
and accrued interest shall be payable in a single installment on the two-year anniversary of the Closing (the “Maturity Date”).
(d) Prepayment. Buyer may prepay the Seller Notes in whole or in part at any time without premium or penalty. (e) Ranking and
Security. The Seller Notes shall be secured by a first-priority security interest in the Purchased Assets, which shall be released
upon payment in full. (f) Right of Set-Off. Buyer shall have the right to set off against any amounts payable under the Seller
Notes any amounts owed by Seller to Buyer, including in respect of indemnification claims, Purchase Price adjustments, and breaches of
the Definitive Agreement or any ancillary agreement, and any payment withheld pending resolution of a good-faith claim shall not constitute
an Event of Default. The Seller Notes shall serve as Buyer’s primary source of recovery for Seller’s indemnification obligations,
in lieu of an escrow. (g) Events of Default. Events of default shall be limited to (i) Buyer’s failure to pay any principal
or interest when due that continues uncured for thirty (30) days after Buyer’s receipt of written notice thereof, and (ii) Buyer’s
voluntary or involuntary bankruptcy, insolvency, or general assignment for the benefit of creditors (in the case of an involuntary proceeding,
not dismissed within sixty (60) days) (each, an “Event of Default”). Upon an Event of Default, Seller may, by written
notice, declare all outstanding amounts immediately due and payable, subject to the terms of any subordination agreement. (h) No Conversion.
The Seller Notes shall not be convertible into, or exchangeable for, any equity securities of Buyer. (i) Transfer. The Seller Notes
shall not be assignable or transferable by Seller without Buyer’s prior written consent, and shall be issued in reliance on the
exemption from registration under Section 4(a)(2) of the Securities Act and bear a customary restrictive legend. (j) Governing Law.
The Seller Notes shall be governed by the law set forth in Section 24. (k) Milestone Consideration. $5,000,000 of the principal
of the Token Seller Note (the “Milestone Amount”) shall be contingent upon Seller’s delivery of the following
milestones (each, a “Milestone”) by no later than April 30, 2027 (the “Outside Milestone Date”),
it being the intent of the Parties that the Milestones be completed at the earliest practicable date: (i) Milestone 1 ($2,500,000) –
each of the production milestones listed on Schedule 1 hereto; and (ii) Milestone 2 ($2,500,000) – each of the production milestones
listed on Schedule 2 hereto. The portion of the Milestone Amount attributable to each Milestone shall be earned only upon Buyer’s
written confirmation that such Milestone has been achieved, and any earned amount shall be payable on the Maturity Date in accordance
with the Token Seller Note. Any portion of the Milestone Amount attributable to a Milestone not achieved by the Outside Milestone Date
shall be automatically cancelled and the principal of the Token Seller Note reduced accordingly. The Outside Milestone Date is conditioned
upon (x) Buyer’s payment of the Deposit in accordance with Section 15 and (y) the Common Stock remaining listed on Nasdaq and Buyer
maintaining the ATM Program in accordance with Section 8(g); if either condition is not satisfied, the Parties shall negotiate in good
faith an equitable extension of the Outside Milestone Date.
6
12. Definitive Agreement. The Parties shall negotiate in good faith and use commercially reasonable
efforts to execute a definitive asset purchase agreement and related ancillary documents (collectively, the “Definitive Agreement”)
within forty-five (45) days following the date of this Letter, which shall be consistent with the terms of this Letter and contain representations,
warranties, covenants, indemnities, and closing conditions customary for transactions of this type, including representations regarding
title to and sufficiency of the Purchased Assets, intellectual property, smart contract and cybersecurity matters, data privacy, compliance
with applicable securities, commodities, money transmission, anti-money laundering, and sanctions laws, and the absence of any token or
digital asset issued or facilitated by the Business being offered in violation of applicable law. Until the Definitive Agreement is executed,
this Letter shall govern the Parties’ obligations with respect to the Transaction.
13. Due Diligence. From the date of this Letter until the Closing or earlier termination of this Letter,
Seller shall provide Buyer and its representatives with full access, during normal business hours, to the properties, books, records,
contracts, source code, smart contract audits, personnel, and other information relating to the Business, and shall cooperate with Buyer’s
legal, financial, technical, tax, and regulatory due diligence investigation. Seller shall also cooperate with Buyer and its independent
auditors in preparing any financial statements of the Business required to be filed by Buyer with the Securities and Exchange Commission
(the “SEC”) under Rule 3-05 or Article 11 of Regulation S-X, and shall deliver audited and unaudited financial statements
of the Business, as applicable, in a form and within a time frame sufficient to permit Buyer to satisfy its Exchange Act reporting obligations.
The Closing shall be contingent upon the completion by each of Buyer and Seller of its respective due diligence investigation of the other
Party, the results of which shall be satisfactory to such Party in its sole discretion.
14. Conditions to Closing. The consummation of the Transaction (the “Closing”) shall
be subject to the satisfaction or waiver of the following conditions: (a) completion of each Party’s due diligence to its satisfaction
in its sole discretion; (b) execution of the Definitive Agreement; (c) receipt of all required third-party consents, including consents
to the assignment of material Assigned Contracts and, to the extent required, the consent of Buyer’s existing lenders to the issuance
of the Seller Notes; (d) receipt of any required governmental and regulatory approvals and the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable; (e) approval of the Transaction,
including the issuance of the Token Consideration Shares and the Seller Notes, by the board of directors of each Party and, if required,
the stockholders of Seller (it being understood that the Stockholder Approval shall not be a condition to the Closing); (f) the absence
of any material adverse change in the Business; (g) the execution of employment or consulting agreements, on terms acceptable to Buyer,
with the key employees of the Business identified by Buyer; (h) the execution and delivery of the Seller Notes and any related subordination
agreement and security documents; (i) delivery by Seller of customary investor questionnaires and lock-up agreements with respect to the
Token Consideration Shares; (j) the filing and effectiveness of the Certificate of Designation; and (k) the execution and delivery of
the Registration Rights Agreement. The Parties anticipate that the Closing will occur on or before December 15, 2026.
7
15. Conduct of Business. From the date of this Letter until the Closing or earlier termination of this
Letter, Seller shall operate the Business in the ordinary course consistent with past practice, use commercially reasonable efforts to
preserve the Business’s goodwill and relationships, and shall not, without Buyer’s prior written consent, (a) sell, license,
encumber, or otherwise dispose of any Purchased Assets other than non-exclusive licenses in the ordinary course; (b) enter into, materially
amend, or terminate any material contract of the Business; (c) modify, upgrade, or migrate any smart contract or core component of the
Token Platform except to address a security vulnerability; (d) issue, mint, or launch any new token or digital asset through the Token
Platform outside the ordinary course; or (e) hire or terminate any key employee of the Business. Concurrently with the execution of this
Letter, Buyer shall issue to Seller a number of shares of Common Stock (the “Deposit Shares”) in an amount to be mutually
agreed (the “Deposit”), to be used solely to cover Seller’s short-term operating costs and to advance the Milestones
prior to execution of the Definitive Agreement. The Deposit Shares shall be issued in a private placement on the terms set forth in Section
8(a), shall count toward the Exchange Cap, and the number of Token Consideration Common Shares issuable at the Closing shall be reduced
to the extent necessary to comply with the Exchange Cap. Buyer shall file with the SEC a registration statement covering the resale of
the Deposit Shares within thirty (30) days following the date of this Letter and shall use commercially reasonable efforts to cause such
registration statement to be declared effective as promptly as practicable thereafter, and the Deposit Shares shall otherwise be Registrable
Securities entitled to the rights, and subject to the obligations, set forth in Section 9, mutatis mutandis; provided that the Deposit
Shares shall not be subject to the restrictions set forth in Section 8(c). From the date of this Letter until the Closing, Buyer shall
bear the reasonable, documented costs of maintaining the technical and token components of the Token Platform, as approved in advance
by Buyer. The value of the Deposit (based on the price per share used to determine the number of Deposit Shares) and all such costs borne
by Buyer shall be credited against, and reduce, the principal amount of the Token Seller Note at the Closing, and, if this Letter is terminated
other than due to Buyer’s material breach, Seller shall, within thirty (30) days following termination, return the Deposit Shares
(or, to the extent sold, the proceeds thereof) and repay such costs to Buyer.
16. Non-Competition and Non-Solicitation. At the Closing, each of Seller’s Chief Executive Officer
and Chief Technology Officer (the “Restricted Persons”) shall enter into customary executive agreements including Non-Competition
and Non-Solicitation provisions similar to their existing agreements with Seller, providing that, for a period of two (2) years following
the Closing, such Restricted Person shall not, directly or indirectly, engage in any business competitive with the Business anywhere in
the world, or solicit or hire any employee, customer, or business partner of the Business, in each case subject to customary exceptions
to be set forth in the Definitive Agreement.
8
17. Post-Closing Management and Board Designation. (a) Executive Officers. Buyer shall designate,
in its sole discretion, the individuals to serve as the executive officers of Buyer effective as of the Closing, including the Chief Executive
Officer; provided that Buyer shall give due consideration to candidates proposed by Seller. Any such executive officer shall serve
pursuant to an employment agreement on terms acceptable to Buyer. (b) Board Designee. Seller shall designate one (1) individual
to be appointed as a member of the board of directors of Buyer effective as of the Closing (the “Board Designee”);
provided that Buyer shall have final approval of candidates proposed by Seller. Any designee shall be subject to Buyer’s
customary director and officer onboarding and background requirements and to applicable SEC and Nasdaq rules.
18. Exclusivity. In consideration of the time and expense Buyer will incur in connection with the Transaction,
from the date of this Letter until the earlier of (a) sixty (60) days thereafter and (b) the termination of this Letter (the “Exclusivity
Period”), Seller shall not, and shall cause its affiliates, officers, directors, equityholders, employees, and representatives
not to, directly or indirectly, solicit, initiate, encourage, negotiate, or enter into any agreement with respect to any proposal from
any person other than Buyer relating to the acquisition of all or any material portion of the Business or the Purchased Assets, or any
equity or financing transaction that would be inconsistent with the Transaction. Seller shall promptly (and in any event within two (2)
business days) notify Buyer of any such proposal received and its material terms.
19. Confidentiality; Public Announcements. The existence and terms of this Letter and all information
exchanged in connection with the Transaction shall be kept confidential. No Party shall make any press release or public announcement
regarding the Transaction without the prior written consent of the other Party; provided, however, that Buyer may make any disclosure,
including the filing of a Current Report on Form 8-K and a copy of this Letter, that Buyer determines in good faith is required by the
Securities Act, the Exchange Act, the rules of the SEC, or Nasdaq listing rules, and Buyer shall use commercially reasonable efforts to
give Seller a reasonable opportunity to review any such disclosure in advance.
20. Securities Trading Acknowledgment. Seller acknowledges that Buyer is a public reporting company
whose common stock is listed on Nasdaq, that information concerning the Transaction may constitute material non-public information, and
that United States securities laws prohibit any person who possesses material non-public information about an issuer from purchasing or
selling securities of such issuer, or communicating such information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities. Seller shall not, and shall cause its affiliates and representatives
not to, trade in Buyer’s securities while in possession of such information.
21. Expenses. Except as otherwise provided herein, each Party shall bear its own costs and expenses
(including legal, accounting, and advisory fees) incurred in connection with this Letter and the Transaction, whether or not the Transaction
is consummated. Seller shall bear all transfer, sales, and similar taxes arising from the Transaction.
9
22. Termination. This Letter may be terminated (a) by mutual written agreement of the Parties; (b)
by Buyer, upon written notice to Seller, if Buyer is not satisfied with the results of its due diligence investigation in its sole discretion;
(c) by either Party, upon written notice, if the other Party materially breaches this Letter and fails to cure such breach within ten
(10) days after receiving written notice thereof; or (d) automatically, if the Definitive Agreement has not been executed by December
15, 2026, unless extended by mutual written agreement. Upon execution of the Definitive Agreement, this Letter shall be superseded thereby.
Sections 19 through 27 shall survive any termination of this Letter, and termination shall not relieve any Party of liability for any
breach of this Letter occurring prior to termination.
23. Remedies. Each Party acknowledges that a breach of Sections 15, 18, 19, or 20 would cause irreparable
harm for which monetary damages would be an inadequate remedy, and agrees that the non-breaching Party shall be entitled to seek specific
performance and injunctive relief, without the necessity of posting bond, in addition to any other remedy available at law or in equity.
In no event shall either Party be liable under this Letter for any punitive or exemplary damages.
24. Governing Law; Jurisdiction. This Letter shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive
jurisdiction of the state and federal courts located in Wilmington, Delaware for any action arising out of or relating to this Letter
and waives any right to trial by jury in any such action.
25. Assignment. Neither Party may assign this Letter without the prior written consent of the other
Party, except that Buyer may assign its rights hereunder to one or more of its affiliates without Seller’s consent, provided that
Buyer remains responsible for its obligations hereunder.
26. Notices. All notices hereunder shall be in writing and delivered by hand, nationally recognized
overnight courier, or email (with confirmation of transmission) to the addresses set forth on the signature page hereto, or such other
address as a Party may designate by notice.
27. Miscellaneous. This Letter constitutes the entire agreement of the Parties with respect to its
subject matter and supersedes all prior understandings. This Letter may be amended or waived only by a written instrument signed by both
Parties. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Letter may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which
together shall constitute one instrument.
If the foregoing accurately reflects our agreement,
please sign and return a copy of this Letter by 5:00 p.m. Eastern Time on October 23, 2026, after which this offer shall expire if not
accepted.
[Signature page follows]
10
ACCEPTED AND AGREED as of the date first written above:
BUYER:
HOUSE OF DOGE INC.
By:
/s/ Sarosh Mistry
Name:
Sarosh Mistry
Title:
Chairman
SELLER:
MCQUEEN LABS INC.
By:
/s/ Curtis
Hopkins
Name:
Curtis Hopkins
Title:
Chief Executive Officer
SCHEDULE 1
1. Token primary issuance, mint and burn, subscription and redemption functionality.
2. Functional smart contracts and investor interface, demonstrated through end-to-end test transactions.
3. Demonstrable progress on establishing the BVI issuer and Cayman arrangements, including agreed structure
and incorporation instructions.
4. Agreed broker/custodian operating model, account-opening submissions and documented cash and stablecoin
flows.
5. Basic wallet screening, jurisdictional restrictions and administrative controls, consistent with legal
advice.
6. A defined technical roadmap for subsequent liquidity and DeFi integration.
SCHEDULE 2
1. Production deployment, subject to appropriate security review and legal sign-off.
2. Operational BVI/Cayman structure and broker/custodian settlement arrangements, or an agreed legally compliant
alternative.
3. Operational investor reporting, administration and compliance processes.
4. A documented distribution plan and evidence of engagement with prospective institutional liquidity providers.
5. A technical specification and integration pathway for Morpho or an equivalent lending protocol.
6. Appoint a reputable and effective liquidity provider and ensure collateral is accepted on a lending protocol.
EX-99.1 — PRESS RELEASE, DATED OCTOBER 21, 2026
EX-99.1
Filename: ea030946301ex99-1.htm · Sequence: 6
Exhibit 99.1
House of Doge Partners With Newly Formed Dogecoin Labs to Accelerate
Dogecoin Ecosystem Growth
House of Doge secures equity stake in Dogecoin Labs and a new long-term
license with the Dogecoin Foundation, while redeploying capital toward building a tokenization platform for alternative investments.
Dogecoin Labs will unite Dogecoin product and development teams
building applications, infrastructure and businesses in the Dogecoin ecosystem.
MIAMI, Oct. 21, 2026 (GLOBE NEWSWIRE) -- House of Doge Inc.
(NASDAQ: HODO) (the “Company”) today announced that it has entered into definitive agreements positioning House of Doge to
accelerate its growth strategy while supporting the next phase of real-world utility and commercial development for Dogecoin (DOGE). Under
the agreements, House of Doge will contribute select product, engineering and commercial operations and related assets to the newly formed
Dogecoin Labs in exchange for a strategic equity stake.
As part of the transaction, House of Doge and the Dogecoin Foundation
have replaced their prior exclusive commercial agreement with a new long-term license. Under the new license, House of Doge holds the
rights to continue its collaboration with 21Shares on the Dogecoin ETF (NASDAQ: TDOG), the 2x Long Dogecoin ETF (NASDAQ: TXXD) and the
Dogecoin ETP listed on the SIX Swiss Exchange, and to develop future tokenized alternative investment products. The Foundation has entered
into a new agreement with Dogecoin Labs as its official commercial partner, and House of Doge will share in that partnership’s success
through its strategic equity stake in Dogecoin Labs.
Dogecoin Labs will bring together product and engineering capabilities
contributed by House of Doge with MyDoge, the Dogecoin super app, and DogeOS, the EVM-compatible application layer for Dogecoin. DogeOS
is designed to add smart-contract capabilities and support faster, higher-capacity application activity using DOGE. By placing consumer
distribution, product development, and application-layer infrastructure in one organization, Dogecoin Labs intends to reduce duplicated
effort, shorten development cycles and produce shared technology that wallets, merchants, developers and other participants across the
Dogecoin ecosystem can use.
Dogecoin Labs will be led by Jordan Jefferson and Alex Lewis, founders
of DogeOS and MyDoge, along with Tim Stebbing, Dogecoin Foundation Director, supported by a team of leading Dogecoin developers and product
experts. Mr. Stebbing will transition from the House of Doge board of directors to Dogecoin Labs.
“This partnership strengthens House of Doge’s ability to
execute our core growth strategy: tokenizing alternative investment products and unlocking value from our strategic investments in sports,”
said Marco Margiotta, CEO of House of Doge. “For shareholders, it creates a more efficient operating model and frees up capital
to develop and scale investment products designed to generate revenue and drive long-term value. Through our strategic equity stake, House
of Doge shareholders benefit from what Dogecoin Labs builds, while we focus on our core growth initiatives.”
“Dogecoin already has the brand, the liquidity and one of the
largest communities in crypto,” said Jordan Jefferson, CEO of Dogecoin Labs. “Dogecoin Labs brings together MyDoge, Such App,
DogeOS and the teams building across consumer products, payments, commerce and application infrastructure. For the first time, those pieces
sit under one roof with one mandate: build an economy around DOGE that matches the scale of the asset and its community.”
This strategic partnership ensures House of Doge remains a core participant
in the Dogecoin ecosystem while significantly reducing the operating overhead and future capital requirements associated with maintaining
direct product and engineering operations. Management expects to redirect those resources toward long-term growth initiatives, including
the tokenization of alternative investment products and leveraging its strategic investments in sports. Looking ahead, House of Doge plans
to announce additional strategic partnerships and initiatives to support this growth strategy.
ABOUT HOUSE OF DOGE INC.
House of Doge Inc. (NASDAQ: HODO) is an alternative investment and
tokenization platform. The Company develops regulated and tokenized investment products and holds strategic interests across sports franchises.
ABOUT DOGECOIN LABS
Dogecoin Labs is an independent organization established in partnership
with the Dogecoin Foundation to drive the next phase of Dogecoin growth. Led by CEO Jordan Jefferson, Dogecoin Labs brings together MyDoge,
Such App, DogeOS and talented developers and product experts building wallets, payments, commerce, trading, DeFi, gaming, AI and social
applications for Dogecoin.
ABOUT DOGECOIN FOUNDATION
Founded in 2014, the Dogecoin Foundation is the not-for-profit steward
of Dogecoin, advancing the project through development and advocacy, defending the Dogecoin trademark and setting its long-term trailmap.
The Foundation also backs open-source development across the Dogecoin ecosystem.
MEDIA CONTACTS
House of Doge: press@houseofdoge.com
Dogecoin Labs: milena@dogeos.com
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Information and statements contained in this news release that are
not historical facts are “forward-looking information” that involve risks and uncertainties relating, but not limited, to House
of Doge’s current expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking
words such as “anticipate,” “believe,” “expect,” “goal,” “plan,” “target,”
“intend,” “estimate,” “could,” “should,” “may” and “will,” or the negative
of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions
or statements about future events or performance.
Examples of forward-looking information in this news release include,
without limitation: satisfying applicable closing conditions and closing the transactions; completing the transactions with Dogecoin Labs;
transferring assets and related operations; performing under the new license agreement with the Dogecoin Foundation; developing products
under the license; collaborating with the Dogecoin Foundation and Dogecoin Labs on a project-by-project basis; achieving expected operating-overhead
reductions; developing DogeOS and other Dogecoin applications; executing House of Doge’s platform strategy, including its sports holdings;
developing regulated and tokenized investment products; reducing future capital requirements; announcing additional strategic partnerships
and initiatives; long-term Dogecoin adoption; and Dogecoin becoming a widely used global decentralized currency.
These forward-looking statements are based, in part, on assumptions
and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different
from those expressed or implied by forward-looking information. Readers should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking
statements. Readers should not place undue reliance on forward-looking information.
By its nature, forward-looking information involves numerous assumptions,
inherent risks and uncertainties, both general and specific. These factors contribute to the possibility that predictions, forecasts,
projections and future events will not occur. House of Doge undertakes no obligation to update publicly or otherwise revise any forward-looking
information, except as required by law.
EX-99.2 — PRESS RELEASE, DATED OCTOBER 23, 2026
EX-99.2
Filename: ea030946301ex99-2.htm · Sequence: 7
Exhibit 99.2
House
of Doge Accelerates Expansion Into Tokenized Yield Vaults With Acquisition from McQueen Labs, Targeting Multibillion-Dollar Tokenized
Asset Market
Acquisition
accelerates House of Doge’s expansion into tokenized alternative investments and on-chain yield, company investigating financing alternatives,
plans to seek stockholder approval for a reverse split of its common stock.
FOR
IMMEDIATE RELEASE
MIAMI, Oct. 23, 2026
(GLOBE NEWSWIRE) – House of Doge Inc. (NASDAQ: HODO) today announced an agreement to acquire the tokenization platform and
credit assets of McQueen Labs Inc., marking a major push into the $51 billion tokenized real-world asset market and accelerating plans
to introduce tokenized yield vaults that put real-world credit assets to work on blockchain rails.
The acquisition marks the beginning of a new chapter
for House of Doge, as the company sharpens its focus on tokenized alternative investments and on-chain yield. A forthcoming corporate
rebrand is also part of the company’s plans, with additional strategic announcements expected in the months ahead. As part of the announced
transaction, Mr. Curt Hopkins, CEO of McQueen Labs, will be appointed interim CEO and CFO of House of Doge, Inc. Following the closing,
it is anticipated that Mr. Hopkins’s CEO appointment will be made permanent, while a search will be conducted for a CFO.
Supporting this strategic expansion, House of
Doge is examining financing alternatives to pursue growth opportunities, accelerate its tokenization strategy, and support its broader
ambitions in digital finance. In addition, the company expects to file a proxy statement in the near future in connection with its annual
meeting of stockholders, which will include a proposal to approve the reverse split of its common stock.
A $51 Billion Market Opportunity
Tokenization is transforming how real-world assets
are owned, traded, and used in financial markets. According to Bernstein Research data reported by Cointelegraph in May 2026, the tokenized
real-world asset market reached approximately $51 billion, growing 42% year to date, with private credit accounting for roughly 44% of
the market.
House of Doge aims to capitalize on this momentum
by moving beyond tokenized ownership into tokenized yield vaults, designed to unlock new opportunities for generating yield from
real-world assets.
“This acquisition marks an important step
toward the future we’re building,” said Sarosh Mistry, Chairman of House of Doge. “McQueen Labs brings the technology and assets
to accelerate our vision for tokenized yield vaults and alternative investments. With a new corporate identity, a sharper strategic focus,
and more developments ahead, we’re laying the groundwork for the next phase of our growth.”
“Investors globally are seeking higher yields,
yet traditional markets often fail to adequately compensate them for liquidity, credit, and duration risk,” said Curt Hopkins, CEO
of McQueen Labs and newly appointed interim CEO and CFO of House of Doge Inc. “Tokenized private credit and blockchain-based lending
secured by these assets represent an enormous market opportunity. At McQueen Labs, we’ve built a leading tokenization platform focused
on high-demand alternative assets historically inaccessible to most investors. Joining forces with House of Doge will accelerate our growth,
expand distribution, and open the door to new asset classes.”
Tokenized Yield Vaults: Putting Real-World
Assets to Work
At the center of House of Doge’s expansion are
tokenized yield vaults, structured blockchain-based products designed to accept tokenized credit assets as collateral and create
new opportunities to access yield from income-producing alternative investments.
By combining real-world credit assets with blockchain-based
financial infrastructure, House of Doge aims to move beyond simply tokenizing ownership, creating products that enable tokenized assets
to be used within a broader on-chain financial ecosystem.
McQueen Labs, operator of MCQ Markets, developed
its tokenization platform to enable fractional ownership of high-value collector cars, private credit and future alternative asset classes.
House of Doge plans to leverage this infrastructure and the acquired credit assets to accelerate the development of its vault offerings
and expand into tokenized credit, sports investments and yield-oriented products.
The acquisition complements House of Doge’s existing
strategic interests in professional sports franchises and advances its focus on building a platform for tokenized alternative investments.
Transaction terms and the anticipated launch timeline
for the yield vaults have not yet been disclosed. Further details regarding the corporate rebrand, share consolidation, and additional
strategic initiatives will be announced separately.
Leadership Transition
House of Doge also announced that Marco Margiotta,
its Chief Executive Officer, and Charles Park, its Chief Financial Officer, have resigned from their positions, effective October 22,
2026. House of Doge thanks Mr. Margiotta and Mr. Parks for their contributions to the company.
Effective immediately, Curt Hopkins, Chief Executive
Officer of McQueen Labs, has been appointed to serve as Interim Chief Executive Officer and Interim Chief Financial Officer of House of
Doge.
About House of Doge
House of Doge Inc. (NASDAQ: HODO) is building
the next generation of alternative investing, combining blockchain innovation with real-world assets to unlock new opportunities for investors.
With a growing portfolio spanning tokenized investments, digital finance, and strategic interests in professional sports franchises, the
company is focused on transforming how alternative assets are accessed, owned, and monetized.
About McQueen Labs
McQueen Labs Inc. is pioneering
tokenized real-world assets with an integrated platform unlocking access, liquidity, and investment opportunities across traditionally
exclusive asset classes. Through its flagship platform, MCQ Markets, the company has launched SEC-qualified fractional investment offerings
in high-value collector cars, achieving multiple successful exits with double-digit investor returns. Its capabilities span private credit,
tokenized lending, and alternative assets, combining investment expertise with blockchain technology to advance the next generation of
capital markets.
2
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Information and statements contained in this news
release that are not historical facts constitute “forward-looking information” and “forward-looking statements”
involving risks and uncertainties relating to House of Doge’s current expectations, intentions, plans and beliefs. Forward-looking
information can often be identified by words such as “anticipate,” “believe,” “expect,” “goal,”
“plan,” “target,” “intend,” “estimate,” “could,” “should,” “may”
and “will,” or the negative of these terms or similar expressions suggesting future outcomes, events or performance.
Examples of forward-looking information in this
news release include, without limitation: completing the proposed acquisition of McQueen Labs’ tokenization platform and credit
assets and satisfying applicable closing conditions; integrating and utilizing the acquired platform and assets; realizing the anticipated
benefits of the acquisition, including accelerated growth, expanded distribution and access to additional asset classes; developing and
introducing tokenized yield vaults that accept tokenized credit assets as collateral; creating opportunities to access yield from income-producing
alternative investments; expanding into tokenized credit, sports investments and yield-oriented products; building a broader platform
for tokenized alternative investments and on-chain financial activity; establishing and utilizing a proposed $100 million at-the-market
equity offering program to support growth and strategic initiatives; completing a corporate rebrand and share consolidation; and announcing
further details regarding these initiatives and the anticipated launch timeline for the yield vaults. Forward-looking information also
includes expectations regarding the growth and potential of the tokenized real-world asset market and the Company’s ability to capitalize
on those opportunities.
These statements are based on assumptions that
may change or prove incorrect, including assumptions regarding the completion of the proposed acquisition, the successful integration
and performance of the acquired platform and credit assets, the availability of financing on acceptable terms, investor demand, market
conditions, applicable regulatory requirements and approvals, and the Company’s ability to develop and launch its planned products
and execute its strategy.
Forward-looking information is subject to known
and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from
those expressed or implied. These include the risk that the proposed acquisition may not close on the anticipated terms or at all; integration
and execution challenges; adverse market or regulatory developments; credit defaults, collateral valuation changes and liquidity constraints;
technology, blockchain, smart contract and cybersecurity risks; an inability to establish or raise capital through the proposed at-the-market
equity offering program; dilution resulting from equity issuances; delays in obtaining necessary approvals or developing and launching
products; and the possibility that the corporate rebrand, share consolidation or other planned initiatives may be delayed or not completed.
Readers should not place undue reliance on forward-looking
information. Actual results may differ materially from expectations, and there can be no assurance that the proposed acquisition, planned
products, financing initiatives or other strategic objectives will be completed or achieve their intended benefits, or that any yield-oriented
products will generate positive returns. Forward-looking information is provided as of the date of this news release. House of Doge undertakes
no obligation to publicly update or otherwise revise any forward-looking information, except as required by applicable law.
Media Contacts
press@houseofdoge.com
press@mcqmarkets.com
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