__________________________________________________________

 

 

EXHIBIT 1A-6-3

 

MATERIAL CONTRACTS:

ASSIGNMENT OF INTERESTS IN BUFFALO CHIP LICENSE AGREEMENT

 

___________________________________________________________

---

1A-6-1

---

 

ASSIGNMENT OF INTERESTS

IN

BUFFALO CHIP LICENSE AGREEMENT

 

THIS ASSIGNMENT OF INTERESTS ("Assignment") is executed by DOUBLE RAINBOW, LLC, a Delaware limited liability company (“Assignor”), located at 1100 Brickell Bay Drive, Suite 66E, Miami, Florida 33131; to and in favor of its affiliate ADVENT LICENSING, LLC, a Delaware limited liability company located at 1100 Brickell Bay Drive, Suite 66E, Miami, Florida 33131 ("Assignee"). This Assignment is made in compliance with the provision regarding assignment by the licensee (aka the Assignor in this Agreement) of its rights and interests in that certain “License Agreement” dated effective “April 3, 2025” by and between Assignor and Buffalo Chip Campground, LLC (the “License”).

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor does hereby irrevocably and without reservation or condition sell, assign, transfer and set over unto Assignee, all of the Assignor's rights, title, and interests in and to the License (e.g., contract, intellectual property, equity, administrative, revenue participations, sublicensing, obligations, benefits, liabilities and all others); equaling a transfer of Assignor’s entire position in the License to Assignee.

The original executed License has been delivered to Assignee as of this date.

Assignee, hereby accepts the assignment of Assignor’s interests in the License, and fully assumes all rights and obligations as stated in the License terms. This assignment is made in compliance with the conditions of Sec. 14.B of the License, so stated:

“B. This Agreement and the rights hereunder may be assigned in whole or in part to an Affiliate by Licensee without Licensor's approval;…”

Notwithstanding the above provision, and not reducing the effectiveness of this assignment by Assignor, a signature line is provided for the Licensor in the License as an act of good faith by both the Assignor and the Assignee. The License designated Licensor is requested to provide its signature as an acknowledgment only (not as a party), but is not required to do so for this Agreement to be valid and effective.

* * *

IN WITNESS THEREOF, the parties hereto have caused these presents to be executed and made effective this 30^th day of July, 2025.

 

---

1A-6-2