WROXER ENTERTAINMENT, INC. - WROXER, LLC                         STOCK AGREEMENT

This Stock Issuance and Contribution Agreement (this “Agreement”) is made as of 4/7/2026 (the “Effective Date”), by and between:

 

WROXER Entertainment, Inc., a Delaware corporation (the “Company”),
and
WROXER, LLC, a California limited liability company (the “Subscriber”).

 

1. PURPOSE

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The purpose of this Agreement is to document the issuance of shares of the Company to Subscriber in consideration for certain intellectual property rights, licenses, and related contributions provided by Subscriber to the Company.

 

2. ISSUANCE OF SHARES

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Subject to the terms of this Agreement, the Company hereby issues to Subscriber:

1,300,000 shares of common stock (the “Shares”),

representing approximately 13% of the Company’s fully diluted capitalization as of the Effective Date.

 

3. CONSIDERATION

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In exchange for the Shares, Subscriber hereby contributes and/or grants to the Company the following (collectively, the “Contribution”):

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• A license to use certain intellectual property associated with the WROXER brand, universe, and related materials

• Rights necessary for the Company to develop, produce, and commercialize products and content based on such intellectual property

• Any related know-how, concepts, and prior development associated with the WROXER property

 

The parties acknowledge that:

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• The value of the Contribution is fair and adequate consideration for the Shares

• The Contribution is separate and distinct from the Founder’s individual contributions described in the Founder Stock Agreement

 

4. RELATIONSHIP TO LICENSE AGREEMENT

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The parties acknowledge that:

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• The intellectual property underlying the Contribution is owned by Subscriber

• The Company’s rights to such intellectual property are governed by a separate license agreement (if applicable)

• The issuance of Shares is independent of, and in addition to, any royalty or licensing arrangements

 

5. VESTING

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The Shares issued under this Agreement shall be:

Fully vested upon issuance.

 

6. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

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Subscriber represents and warrants that:

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1. Authority
   Subscriber has full power and authority to enter into this Agreement.

2. Ownership of Contribution
   Subscriber owns or controls the rights necessary to grant the Contribution.

3. No Conflicts
   This Agreement does not conflict with any other agreement binding on Subscriber.

 

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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The Company represents and warrants that:

1. Authorization
   The issuance of the Shares has been duly authorized by the Board of Directors.

2. Valid Issuance

     The Shares, when issued, will be validly issued, fully paid, and non-assessable.

 

8. SECURITIES LAW COMPLIANCE

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Subscriber acknowledges that:

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• The Shares are being issued in a private transaction exempt from registration under applicable securities laws

• The Shares are “restricted securities” and may not be transferred except in compliance with applicable laws

 

9. TRANSFER RESTRICTIONS

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The Shares shall not be transferred except:

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• In compliance with applicable securities laws, and

• Subject to any transfer restrictions set forth in the Company’s governing documents

 

10. GOVERNING LAW

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This Agreement shall be governed by the laws of the State of Delaware.

 

11. ENTIRE AGREEMENT

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This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements relating to such subject matter.

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12. SIGNATURES

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WROXER Entertainment, Inc.

By: Signed/Executed
Name: Robert A. Dickman
Title: President

 

WROXER, LLC

By: Signed/Executed
Name: Robert A. Dickman
Title:  Manager

 Date: 4/27/2026