ASSET TRANSFER AGREEMENT, DATED OCTOBER 19, 2026, BY AND BETWEEN HOUSE OF DOGE (U.S.) INC. AND ABJ LABS INC

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

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“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.

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“Closing” means the consummation of the transactions contemplated by this Agreement.

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“Closing Date” means the date on which the Closing occurs under Section 5.1.

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“Contract” means any written contract, license, subscription, order form, statement of work, commitment or other binding agreement.

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“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.

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**“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.

** **

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“Excluded Assets” means the assets described in Section 2.2 and Schedule 2.

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**“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.

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“Law” means any statute, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority.

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“Liability” means any debt, liability, commitment or obligation, whether known or unknown, asserted or unasserted, accrued or unaccrued, fixed, contingent or otherwise.

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“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.

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“Person” means an individual, corporation, partnership, limited liability company, trust, association, Governmental Authority or other entity.

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“Purchaser Common Stock” means Purchaser’s common shares, having the rights set forth in Purchaser’s organizational documents attached as Schedule 6.

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**“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.

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“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.

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“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.

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**“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

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**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.

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**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.

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ARTICLE III
NO ASSUMPTION OF CONTRACTS OR LIABILITIES

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**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.

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**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

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**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

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**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.

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**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.

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**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.

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**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

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**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.

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**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.

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**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

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**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.

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**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.

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**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.

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**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.

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ARTICLE VIII
INTELLECTUAL PROPERTY AND DATA

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**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.

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**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.

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**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

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**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.

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**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.

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ARTICLE X
REPRESENTATIONS OF SELLER

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**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.

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**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.

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**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.

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**10.4 Brokers. **Seller has not engaged a broker or finder whose fee would be payable by Purchaser in connection with the transaction.

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**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.

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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

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**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.

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**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.

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**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.

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**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.

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11.5 [Reserved].

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**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.

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**11.7 Brokers. **Purchaser has not engaged a broker or finder whose fee would be payable by Seller in connection with the transaction.

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ARTICLE XII
DISCLAIMERS AND ALLOCATION OF RISK

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**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.

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**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.

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**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

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**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.

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**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.

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**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.

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**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.

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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.

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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.

** **

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** **

**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]

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* *

IN WITNESS WHEREOF, the Parties have executed this Asset Transfer Agreement as of the Effective Date.

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SCHEDULE 1A

** **

SUCH APP IDENTIFICATION

* *

**

* *

**

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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.

* *

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SCHEDULE 2

** **

EXCLUDED ASSETS

** **

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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. *

* *

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SCHEDULE 4

** **

EQUITY CONSIDERATION AND CAPITALIZATION

* *

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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.

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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.

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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.”

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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.

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