INITIAL BOARD CONSENT 

        AND SHARE ISSUANCE RESOLUTION

 

WROXER ENTERTAINMENT, INC.

 

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

 

OF
 

WROXER ENTERTAINMENT, INC.

 

The undersigned, being the sole Director of
Wroxer Entertainment, Inc. (the “Company”),
hereby adopts the following resolutions by written consent in lieu of a meeting.

Date:3/30/2026

 

1. ORGANIZATION OF THE COMPANY

 

RESOLVED, that the Certificate of Incorporation of the Company has been filed,
and the Company is authorized to conduct business.

RESOLVED, that the Bylaws of the Company are adopted as the Bylaws of the Corporation.

 

2. AUTHORIZED SHARES

 

RESOLVED, that the Corporation is authorized to issue:

 

10,000,000 shares of Common Stock

 

with par value of $0.0001 per share.

 

3. APPROVAL OF LICENSE AGREEMENT

 

RESOLVED, that the Corporation approves the Intellectual Property License Agreement between:

​

• WROXER, LLC

• Wroxer Entertainment, Inc.

 

granting the Company an exclusive, worldwide, perpetual license to the WROXER intellectual property.

 

RESOLVED, that the officers of the Company are authorized to execute the License Agreement.

 

4. ISSUANCE OF SHARES TO FOUNDER

 

RESOLVED, that the Company shall issue to:

 

Name: Robert Dickman

 

the following shares:

 

5,200,000 shares

 

representing:

 

52%

 

of the Company,

 

in consideration for creative development, intellectual property, and services.

 

5 ISSUANCE OF SHARES TO WROXER, LLC

 

RESOLVED, that the Company shall issue to:

 

WROXER, LLC

 

the following shares:

 

1,300,000 shares

 

representing:

 

13%

 

of the Company,

 

in consideration for the intellectual property license granted to the Company.

 

6. CREATION OF OPTION POOL

 

RESOLVED, that the Company reserves:

 

1,500,000 shares

 

representing:

 

15%

 

for an employee / advisor / partner stock pool.

 

Such shares may be issued in the future upon approval of the Board.

 

7. INVESTOR RESERVE

 

RESOLVED, that the Company reserves:

 

1,500,000 shares

 

representing:

 

15%

 

for future investment.

 

8. STRATEGIC RESERVE

 

RESOLVED, that the Company reserves:

 

500,000 shares

 

representing:

 

5%

 

for strategic partners, publishers, or licensing agreements.

 

9. INITIAL CAP TABLE

 

Owner                   Shares                %

Founder                   5,200,000            52%

WROXER LLC            1,300,000             13%

Option Pool               1,500,000            15%

Investor Reserve        1,500,000            15%

Strategic Reserve        500,000             5%

Total = 10,000,000

 

10. OFFICERS

RESOLVED, that the following officers are appointed:

President / CEO: Robert A. Dickman

Secretary: Robert A.. Dickman

Treasurer: Robert A. Dickman

 

11. AUTHORITY

RESOLVED, that the officers of the Company are authorized to take any actions necessary to carry out these resolutions.

 

12. SIGNATURE

Director: Robert A. Dickman

Signature: Signed/Executed

Name: Robert A. Dickman

Date: 3/30/2026_