Exhibit 10.4
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October 23, 2026
McQueen Labs Inc.
261 NE 61st St, Miami, Florida 33137
Attention: Curtis Hopkins, CEO
Email: Curt@mcqmarkets.com
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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. |
| 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. |
| 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. |
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| 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. |
| 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. |
| 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. |
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| 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. |
| 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.
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[Signature page follows]
10ACCEPTED 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. |