January 5, 2023 ATTN: Legal Wizards of the Coast LLC P.O. Box 707 Renton, Washington 98057-0707 VIA US MAIL AND FASCIMILE: , | Re: Open Gaming License 1.1 Deauthorization of Open Gaming License 1.0a Demand for More Definite Statement To whom it may concem, I represent Sad Fishe Games, LLC and Prudence Holdings, LLC dba Prudence Publishing, two US-based publishers of table-top gaming materials. I have tried to reach ‘out under more cordial terms via phone and ordinary Wizards of the Coast customer support channels, but have not received any response or have been declined communication with the appropriate staff. On December 21, 2022, Wizards of the Coast put out an announcement indicating anew version of the Open Gaming License would be released. The statement was brief, vague, and as I am sure you know caused quite the disruption in the broader gaming community. Notably, however, the language suggested an intention to effectively repudiate the 1.0a version of the license, presumably in an effort to compel publishers to make use of the new 1.1 license. While Wizards of the Coast has been silent since December 21, 2022, you are likely aware of various alleged leaks of draft language from the proposed 1.1 license, some of which appear to be an attempt by Wizards of the Coast. to repudiate and restrict the use of the 1.0a license, as well as to compel the sharing of financial data with Wizards of the Coast and potentially pay a royalty share to the company for use of Open Gaming License content. Section 4 of the 1.0a Open Gaming License grants, from Contributors to include Wizards of the Coast and everyone who has used the license since, a perpetual, worldwide, royalty-free, nonexclusive license with the exact terms of [the] License to Use, the Open Game Content.” It is quite clear from this language that the license cannot be revoked, nor can Wizards of the Coast stop its future use.Section 9 authorizes Wizards to publish updated versions the license, but also grants permission to “use any authorized version of this License to copy, modify and distribute any Open Game Content originally distributed under any version of this License.” Some leaks suggest Wizards intends to claim the 1.0a license is no longer an“authorized version”, forcing future Contributors to use the 1.1 license. Notably, “authorized version” is not a defined term in the license. As you know, ambiguities in agreements such as thescoffice whenever a dispute arises are interpreted against the drafter — the drafter being Wizards of the Coast. Even read charitably, Section 9 clearly does not empower wizards to compel others to use only a new version. Quite the ‘opposite, it appears to empower Contributors to use either version if desired. Section 13 sets forth the sole condition of termination of the license, namely a failure to cure any breach of its terms within 30 days of notice of a breach thereto. Outside of what is given, Wizards has no authority to terminate the license, both with respect to prior published content and future published content under the license. The above interpretations are supported by caselaw universally across US courts, and I suspect more strongly so in European courts. Further, Wizards of the Coast conduct over the past 23 years also supports this interpretation. See, for example, the following taken from Wizard’s website in the past through verifiable means: “Q: Can't Wizards of the Coast change the License in a way that I wouldn’t like? A: Yes, it could. However, the License already defines what will happen to content that has been previously distributed using an earlier version, in Section9. Asa result, even if Wizards made a change you disagreed with, you could continue to use an earlier, acceptable version as your option. In other words, there is no reason for Wizards to ever make a change that the community of people using the Open Gaming License would object to, because the community would just ignore the change anyway.” This appears to be an admission of the correct way to interpret Section 9. Further, it’s a statement many have reasonably relied on, to their detriment if Wizards has changed their position on Section 9, suggesting Wizard is estopped from enforcing a contradictory claim. There is also now over 22 years of conduct on the part of Wizards that, even if the above interpretations are facially incorrect, appears to have ratified the conduct of publishers at large using the language liberally. Further applying the doctrine of interpreting ambiguities against the drafter, I struggle to see how Wizards could believe a more restrictive interpretation will survive scrutiny in Court. I also have to expect that subpoenaed records and/or depositions of the relevant persons that were involved in drafting the 1.0a license — something which will inevitably occur if we or other parties are forced to litigate this matter — will support notions that the intended interpretations were in line with the more liberal interpretations above, not the alleged new interpretations Wizards may be trying to support. Perhaps this is all a misunderstanding. I am so skeptical of the legal soundness of repudiation/revocation of the 1.0a that I suspect it may indeed be a misunderstanding, andthat Wizards intends something different, such as the treatment of the 1.1 license as a new iteration entirely while keeping the 22 year long tradition of use of the 1.0a license intact. However, while Wizards has been silent aside from the December 21, 2022 announcement, this continued silence in the face of speculation and apparent leaks alongside Wizard’s opportunity to repudiate said leaks or issue more clear statements, sts Wizards does indeed intend to repudiate the 1.0a license or otherwise seek to breach its terms by trying to restrict its future use. My clients can only interpret this as intent by Wizards to unlawfully breach the license, an action that will inevitably lead to my clients, and probably many of the tens of thousands of Contributors globally who have used the license since 2000, to include Paizo, Free League, and other major competitors, to litigate this matter across the country and indeed the world, This letter constitutes a demand for a more definite statement from Wizards regarding their apparent intention to breach the 1.0a Open Gaming License, or lack thereof, If no response is received directly to my office within the next ten (10) days, my clients will be forced to begin preparation for litigation to the fullest extent allowable by law, including to contact major and minor publishers to join in a potential claim against Wizards for anticipatory breach and other 1 am confident this is not to the intere of Hasbro or Wizards of the Coast, as the law seems entirely unambiguous in its favor of the above-described interpretation of the license — notwithstanding the effect such litigation will surely have on the Wizards of the Coast brand and public perception thereto. It is not my clients’ intention to become embroiled in a legal dispute over two decade old license terms. Quite the contrary, it is their desire to continue publishing and, as they have done for years, collaborate with Wizards to expand the tabletop hobby for the benefit of all publishers and players alike. Whether this remains possible depends on Wizards’ response hereto. To be entirely clear, if it is the intention of Wizards or Hasbro to repudiate the 1.0a license and bully publishers such as my clients into accepting less favorable terms under the 1.1 license, creators are not going to be bullied. The Courts will ensure this at the end of the day Should voutuve ane gussions please contact me dicey 3 I or via email at Took forward to hearing from you. Tyler A. Thompson, Attorney at law ce: ‘The Comporation Trust Company Corporation Trust Center 1209 Orange St Wilington, Deleware 19801