WROXER IP & CORPORATE STRUCTURE SUMMARY

Wroxer Entertainment, Inc.

 

Internal Memorandum – Ownership & Rights Structure

 

Date: ____________ 2026

 

1. PURPOSE OF THIS SUMMARY

 

This memorandum describes the ownership, licensing, and corporate structure of the WROXER intellectual property and franchise, including the relationship between:

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• WROXER, LLC

• Wroxer Entertainment, Inc.

• Founder

• Future investors and partners

 

This document is provided for informational purposes in connection with potential investment, publishing, licensing, and production opportunities.

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2. ORIGINAL WROXER INTELLECTUAL PROPERTY

 

The WROXER concept originated prior to 2019 and was developed through written materials, comic books, artwork, and brand identity created under:

 

WROXER, LLC

 

These materials include:

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• Brand identity materials (2008)

• WROXER animation 2011 /2012

• WROXER comic books (2011 / 2019)

• Early character designs

• Early story concepts

• Logos and artwork

• Pitch materials created prior to 2019

 

These materials are referred to as the:

 

Original WROXER Property

 

Ownership of the Original WROXER Property remains with WROXER, LLC.

 

3. FORMATION OF NEW CORPORATION

 

In 2026, the new corporation

 

Wroxer Entertainment, Inc.

 

was formed to develop, produce, and commercialize the WROXER franchise, including:

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• video games

• animation

• film / television

• digital media

• merchandise

• software

• artificial intelligence systems

• franchise licensing

 

The new corporation was created to allow:

​

• outside investment

• publishing agreements

• production partnerships

• licensing agreements

 

4. LICENSE AGREEMENT

 

WROXER, LLC has granted to Wroxer Entertainment, Inc. an:

 

exclusive, worldwide, perpetual license

 

to use the Original WROXER Property.

 

The license allows Wroxer Entertainment, Inc. to:

​

• develop new works

• create derivative works

• sublicense rights

• produce games

• produce animation

• produce films

• commercialize the franchise

 

The license is documented in the:

 

WROXER Intellectual Property License Agreement (2026)

 

5. NEW WORKS OWNERSHIP

 

All works created after the Effective Date of the License Agreement are owned exclusively by:

 

Wroxer Entertainment, Inc.

 

These include:

​

• game design

• Avatar system

• emotional intelligence mechanics

• Orb system

• AI systems

• new characters

• new scripts

• new artwork

• new animation

• new franchise materials

• new technology concepts

• business plans

• monetization systems

 

These materials are referred to as:

 

New WROXER Works

 

New WROXER Works are not owned by WROXER, LLC.

 

6. EQUITY STRUCTURE

 

The initial capitalization of Wroxer Entertainment, Inc. is as follows:

 

Owner              Percentage             Shares

Founder                  52%                   5,200,000

WROXER, LLC           13%                    1,300,000

Option Pool              15%                    1,500,000

Investor Reserve      15%                     1,500,000

Strategic Reserve      5%                     500,000

 

Total Shares Authorized:

 

10,000,000

 

7. CONSIDERATION TO WROXER, LLC

 

In exchange for the license of the Original WROXER Property,
WROXER, LLC received:

​

• 13% equity in Wroxer Entertainment, Inc.

• optional royalty participation as defined in the License Agreement

 

This structure allows the Original Property to be used while enabling new development.

 

8. FOUNDER CONTRIBUTION

 

The Founder has contributed 100% of financial funding for WROXER IP development to date and substantial development after 2019, including:

​

• game design

• story expansion

• avatar system

• emotional intelligence mechanics

• franchise structure

• business plans

• licensing strategy

• investor materials

• new artwork

• new scripts

• new characters

 

These contributions are owned by Wroxer Entertainment, Inc.
and are separate from the Original WROXER Property.

 

Founder received 52% equity in recognition of these contributions.

 

9. SUBLICENSE RIGHTS

 

Wroxer Entertainment, Inc. has the right to grant sublicenses to:

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• game publishers

• animation studios

• film studios

• streaming platforms

• toy companies

• distributors

• investors

• production partners

 

No additional approval from WROXER, LLC is required for sublicensing.

 

10. NO OWNERSHIP DISPUTE

 

As of the date of this memorandum:

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• WROXER, LLC owns the Original Property

• Wroxer Entertainment, Inc. owns all New Works

• License Agreement is in effect

• Shares have been issued

• Founder ownership is defined

 

To the knowledge of the Company, there are no conflicting ownership claims.

 

11. PURPOSE OF STRUCTURE

 

This structure was created to:

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• allow investment

• allow publishing deals

• allow film / TV production

• allow licensing

• protect creator rights

• respect original ownership

• enable franchise growth

 

This structure is standard in the entertainment and gaming industries.

 

12. CONTACT

 

Wroxer Entertainment, Inc.