Exhibit 10.3

 

Termination of Amended and Restated Trademark License Agreement

 

This Termination of Amended and Restated Trademark License Agreement (this “Termination Agreement”) is entered into by and among Dogecoin Foundation, Inc., a Colorado non-profit corporation (the “Foundation”), MadeUpNumbers Ltd., a registered company limited by guarantee under the laws of England and Wales (“MadeUpNumbers” and, together with the Foundation, “Licensor”), House of Doge (U.S.) Inc. (“House of Doge”, formerly known as House of Doge Inc.), a Texas corporation (“House of Doge”), and House of Doge Inc., a Delaware corporation (“HoD”). Each of the Foundation, MadeUpNumbers, House of Doge and HoD is a “Party” and, collectively, the “Parties.”

 

WHEREAS, the Parties are parties to that certain Amended and Restated Trademark License Agreement dated May 7, 2025, as amended by Amendment No. 2 effective June 25, 2025 and as otherwise amended, supplemented or modified before the date hereof (collectively, the “License Agreement”);

 

WHEREAS, Section X.B of the License Agreement permits the Parties to terminate the License Agreement by mutual written agreement; and

 

WHEREAS, the Parties desire to terminate the License Agreement and fully and finally resolve their respective rights and obligations under it, in each case on the terms set forth in this Termination Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Termination Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1. Termination. Pursuant to Section X.B of the License Agreement, the Parties mutually agree that the License Agreement is terminated effective as of October 19, 2026 (the “Termination Effective Date”). Except as expressly provided in this Termination Agreement, from and after the Termination Effective Date, the License Agreement will be of no further force or effect and no Party will have any further rights or obligations under it.

 

2. Termination Payment. As consideration for the agreements, releases and other undertakings in this Termination Agreement, House of Doge shall pay the Foundation (or its designee) Four Hundred Thousand United States Dollars (US$400,000) (the “Termination Payment”) when sufficient funds are available to House of Doge (the “Payment Deadline”). At House of Doge’s election, the Termination Payment may be satisfied (a) in cash, by wire transfer of immediately available funds to an account designated by the Foundation in writing, (b) by HoD issuing to the Foundation (or its designee) a number of shares of common stock of HoD (the “Payment Shares”) equal to the portion of the Termination Payment being satisfied in shares divided by the volume-weighted average price of one share of HoD common stock on its principal trading market for the five (5) consecutive trading days ending on the trading day immediately preceding the Payment Deadline (the “VWAP Price”), rounded down to the nearest whole share, or (c) any combination of (a) and (b). House of Doge shall notify the Foundation in writing of its election at least five (5) business days before payment. Any Payment Shares will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all liens, other than restrictions on transfer under applicable securities laws and HoD’s organizational documents. The Payment Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the Foundation (or its designee) shall deliver such investor representations and documents as HoD reasonably requests to establish that exemption. The Termination Payment, or the applicable portion of it, will be deemed paid upon receipt of the cash or the issuance and delivery of the Payment Shares, as applicable. The Foundation’s receipt of the Termination Payment will constitute full and final satisfaction of all royalties, minimum guarantees, fees and other payment obligations of House of Doge under or arising from the License Agreement, whether accruing before, on or after the Termination Effective Date. Notwithstanding Sections 1, 4, 5 and 6, the accrued payment claims identified in the agreed closing schedule remain owing and are not released, novated or discharged until irrevocable receipt of the Termination Payment in full. The relevant Licensor creditor shall forbear from enforcing those claims until the Payment Deadline, except for steps reasonably necessary to preserve them. If payment is not made when due, the relevant Licensor creditor may enforce those claims or this Section, without double recovery and with all recoveries credited against the corresponding liability. No enforcement of monetary claims shall revive the License Agreement or any rights granted under it.

 

  

 

3. Effect of Termination. Effective on the Termination Effective Date:

 

(a)all licenses, exclusivity rights, sublicense rights, partnership designations, board representation rights and other rights granted to House of Doge under the License Agreement terminate, and all rights in the Licensed Marks granted under the License Agreement revert to Licensor;

 

(b)other than as otherwise permitted in any subsequent agreement in writing with Licensor, House of Doge confirms it shall cease the use of the Licensed Marks and the disposition of Licensed Goods existing or in production as of the Termination Effective Date; provided that no royalty, minimum guarantee or other fee will be payable with respect to any permitted post-termination disposition of such Licensed Goods beyond the Termination Payment;

 

(c)House of Doge and HOD will prior to December 31, 2026 effect a name change and will cease the use of the Licensed Marks in the naming of itself and its controlled subsidiary entities, including any references that it is the “Official Corporate Arm” or “Official Commercial Partner” of the Foundation; and

 

(d)nothing in this Termination Agreement requires the return, transfer or cancellation of any shares issued before the Termination Effective Date under the License Agreement.

 

4. Releases. Subject to Section 2, effective as of the Termination Effective Date, each Party, on behalf of itself and its current and former affiliate companies (parent, subsidiaries), directors, officers, employees, successors and assigns, irrevocably and unconditionally releases and forever discharges each other Party and its current and former affiliates, directors, officers, employees, successors and assigns from all claims, demands, actions, causes of action, liabilities, damages, costs and obligations of every kind, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or relating to the License Agreement or its performance on or before the Termination Effective Date. Each Party covenants that it will not commence, maintain or assist any action or proceeding against another Party with respect to any matter released under this Section 4. This Section 4 does not release or prohibit any claim to enforce this Termination Agreement (in particular Section 2), any right that cannot lawfully be released, any claim based on fraud or intentional misrepresentation in connection with this Termination Agreement, rights under separate securities or corporate instruments, any subsequent limited trademark license agreement entered into by the parties, or misrepresentations made herein.

 

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5. Surviving Provisions. Notwithstanding Section X.E of the License Agreement, only the following provisions of the License Agreement survive its termination, in each case solely to the extent necessary to give effect to their express terms and this Termination Agreement: Section I (Definitions), Section II.B (Ownership), Section II.C (Reservation of Rights), , Section XI (Confidentiality), and Sections XII.B (Notices/Administration), XII.F (Enforceability), XII.G (Construction), XII.H (Applicable Law), XII.I (Further Assurances) and XII.J (Counterparts; Electronic Versions). If there is any conflict between a surviving provision of the License Agreement and this Termination Agreement, this Termination Agreement controls.

 

6. No Admission. This Termination Agreement reflects a negotiated resolution and does not constitute an admission by any Party of fault, liability, breach or wrongdoing. Each Party expressly denies any such fault, liability, breach or wrongdoing.

 

7. Representations and Authority. Each Party represents and warrants to the other Parties that: (a) it has full power and authority to enter into and perform this Termination Agreement; (b) the person signing this Termination Agreement on its behalf is duly authorized to do so; (c) it has not assigned or transferred any claim or right being released by it under this Termination Agreement; and (d) its execution and performance of this Termination Agreement do not violate any agreement or obligation binding upon it.

 

House of Doge represents that Schedule 1 completely and accurately identifies the licenses, sublicenses, assignments and other permissions granted or purportedly granted under the License Agreement, together with material related commitments, encumbrances and required third-party consents that are in effect as of the date hereof. The schedule shall be updated through the Termination Effective Date. Disclosure does not itself constitute Licensor’s consent to or ratification of an arrangement. Neither Licensor entity assumes any additional downstream obligation except as expressly undertaken in this Termination Agreement or the replacement Non-Exclusive Trademark License Agreement entered into between the Parties in connection with it.

 

8. Confidentiality and Required Disclosure. The existence and terms of this Termination Agreement constitute Confidential Information under Section XI of the License Agreement. Nothing in this Termination Agreement prohibits a Party from disclosing it or its terms to the extent required by applicable law, regulation, stock exchange rule, court order or legal process, or to that Party’s directors, officers, employees, auditors, insurers, financing sources and legal, tax or financial advisers who have a need to know and are subject to confidentiality obligations. To the extent legally permitted, a Party making a required public disclosure shall provide the other Parties with prompt advance notice and a reasonable opportunity to review the proposed disclosure. Notwithstanding any confidentiality, publicity or non-disparagement restriction in this Termination Agreement or surviving under the License Agreement, each Party may make truthful, non-misleading disclosures and communications reasonably necessary concerning its operations, financial condition, payment arrangements, financing, or any actual or contemplated restructuring, insolvency or creditor process. This includes communications with employees, contractors, creditors, advisers, funding sources, insolvency office-holders, courts and relevant authorities, irrespective of whether a recipient acts in more than one capacity, and necessary public statements concerning that Party’s own financial condition or operations. Such communications require no prior consent, are not conditional on publication of a joint announcement and are not prohibited merely because they accurately describe performance or non-performance of an obligation. Any notice or consultation requirement applies only where lawful and reasonably practicable and shall not delay or prejudice the communication or necessary action. Appropriate confidentiality protections shall be used where reasonably practicable.

 

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9. Joint Press Release and Public Commentary. Promptly upon execution of this Termination Agreement, the Parties shall cooperate in good faith and mutually agree in writing on the form and content of a joint press release announcing the termination contemplated by this Termination Agreement. The mutually approved press release shall be disseminated on the date and through the channels mutually agreed in writing by the Parties. No Party shall issue any other press release concerning this Termination Agreement or the termination of the License Agreement without the prior written consent of the other Parties, except for a disclosure required by applicable law, regulation, stock exchange rule, court order or legal process. Notwithstanding the foregoing, following the joint press release, each Party may provide commentary or speak to the Termination Agreement so long as such commentary or communications meet the following criteria (a) are factually accurate, (b) are limited to such Party’s own role, products and rights, (c) does not disclose confidential information, (d) does not attribute motive, blame, incompetence, bad faith of the other Party, and is otherwise non-disparaging to the other Party, and (e) does not describe the other Party’s approval, endorsement, or “official” status except as any new contract or agreement permits or prescribes. The Parties may also agree upon pre-determined responses for inquiries and questions as both Parties may see fit ie; FAQs, holding lines, etc. This Section is subject to the permitted communications under Section 8. Each Party may also accurately state that the former partnership has ended and describe the existence and limited non-exclusive scope of the replacement Non-Exclusive Trademark License Agreement, without implying any additional approval or endorsement.

 

10. Expenses. Each Party shall bear its own legal, accounting and other costs incurred in connection with the negotiation, preparation and execution of this Termination Agreement.

 

11. Governing Law. This Termination Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles.

 

12. Entire Agreement; Amendment; Waiver. This Termination Agreement, together with the provisions of the License Agreement expressly stated to survive under Section 5, constitutes the entire agreement among the Parties concerning the termination of the License Agreement and supersedes all prior and contemporaneous discussions, negotiations and understandings concerning that subject. Any amendment or waiver must be in writing and signed by each Party. A waiver on one occasion is not a waiver on any other occasion.

 

13. Severability. If any provision of this Termination Agreement is held invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent as closely as possible.

 

14. Further Assurances. Each Party shall execute and deliver any additional documents and take any additional actions reasonably necessary to carry out the purpose and intent of this Termination Agreement.

 

15. Counterparts; Electronic Signatures. This Termination Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically, including by electronic signature platform or in PDF format, have the same force and effect as original signatures.

 

[Signature page follows]

 

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IN WITNESS WHEREOF, the Parties have executed this Mutual Termination and Release Agreement by their duly authorized representatives.

 

DOGECOIN FOUNDATION, INC.  
   
By: /s/ Jens Wiechers  
Name: Jens Wiechers  
Title: Director  
   
MADEUPNUMBERS LTD.  
   
By: /s/ Jens Wiechers  
Name: Jens Wiechers  
Title: Director  
   
HOUSE OF DOGE (U.S.) INC.  
   
By: /s/ Marco Margiotta  
Name: Marco Margiotta  
Title: Chief Executive Officer  
   
HOUSE OF DOGE INC.  
   
By: /s/ Marco Margiotta  
Name: Marco Margiotta  
Title: Chief Executive Officer  

 

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Schedule 1

 

the licenses, sublicenses, assignments and other permissions granted or purportedly granted under the License Agreement

 

1)Sublicense of relevant marks under the Support Services Agreement between 21Shares US LLC, 21Shares AG and House of Doge Inc. dated April 4, 2025

 

material related commitments, encumbrances and required third-party consents

 

1)encumbrance and third party consent required pursuant to Secure Short Term Demand Note dated August 12, 2026 issued by House of Doge (U.S.) Inc. to Garrington Financial Corp.

 

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