BYLAWS OF WROXER ENTERTAINMENT, INC.

 

ARTICLE I — OFFICES

 

The principal office of the Corporation shall be determined by the Board of Directors.

 

The Corporation may maintain additional offices as the Board determines.

 

The registered office shall be maintained in the State of Delaware as required by law.

 

ARTICLE II — STOCKHOLDERS

 

2.1 Annual Meeting

 

An annual meeting of stockholders shall be held at a time determined by the Board of Directors.

 

The purpose shall be:

​

• election of directors

• transaction of business

 

2.2 Special Meetings

 

Special meetings may be called by:

​

• the Board of Directors

• the President

• stockholders holding at least 50% of shares

 

2.3 Voting

​

Each share of stock shall be entitled to one vote.

Actions require majority vote unless otherwise required.

 

2.4 Quorum

 

A majority of outstanding shares shall constitute a quorum.

 

2.5 Action Without Meeting

 

Stockholders may act without a meeting by written consent.

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ARTICLE III — DIRECTORS

 

3.1 Powers

 

The business of the Corporation shall be managed by the Board of Directors.

 

The Board may:

​

• issue shares

• approve contracts

• approve licenses

• approve financing

• approve partnerships

• approve asset transactions

 

3.2 Number of Directors

​

The number of directors shall be determined by the Board.

​

3.3 Term

 

Directors serve until replaced or resigned.

 

3.4 Meetings

 

Board meetings may be held:

​

• in person

• by phone

• by video

• by written consent

 

3.5 Action Without Meeting

 

Directors may act by written consent.

​

ARTICLE IV — OFFICERS

 

The Corporation shall have officers as determined by the Board.

 

Officers may include:

​

• President

• Chief Executive Officer

• Secretary

• Treasurer

 

One person may hold multiple offices.

 

4.1 Duties

 

President / CEO:

​

• manages business

• signs agreements

• represents corporation

 

Secretary:

​

• keeps records

 

Treasurer:

​

• handles finances

 

ARTICLE V — STOCK

 

5.1 Authorized Shares

 

The Corporation may issue shares as authorized in the Certificate of Incorporation.

 

Currently authorized:

 

10,000,000 shares

 

5.2 Issuance

 

Shares may be issued for:

​

• services

• intellectual property

• cash

• license rights

• agreements

​

5.3 Certificates

​

Shares may be certificated or uncertificated.

 

5.4 Transfer

 

Shares may not be transferred without approval of the Board.

​

ARTICLE VI — OPTION POOL

 

The Corporation may reserve shares for:

​

• employees

• developers

• advisors

• athletes

• consultants

• partners

 

Such shares may be issued under a stock plan approved by the Board.

​

ARTICLE VII — LICENSES AND INTELLECTUAL PROPERTY

 

The Corporation may enter into agreements including:

​

• licenses

• assignments

• publishing agreements

• production agreements

• distribution agreements

• investment agreements

 

Approval shall be by the Board.

​

ARTICLE VIII — LIMITATION OF LIABILITY

 

To the fullest extent permitted by law,
directors shall not be personally liable for monetary damages.

​

ARTICLE IX — INDEMNIFICATION

 

The Corporation shall indemnify:

​

• directors

• officers

• employees

• agents

 

to the fullest extent permitted by law.

​

ARTICLE X — AMENDMENTS

 

These Bylaws may be amended by

:

• Board of Directors

• majority of stockholders

 

ARTICLE XI — ADOPTION

 

These Bylaws are adopted as of:

Date: 3/30/2026

Director / Incorporator:

Signature: Signed/Executed

Name: Robert Dickman

Title: CEO/President