WROXER ENTERTAINMENT, INC.

               FOUNDER STOCK AGREEMENT

 

This Founder Stock Agreement
(the “Agreement”) is made as of 4/7/2026
(the “Effective Date”)

 

between

 

Wroxer Entertainment, Inc., a Delaware corporation
(the “Company”)

 

and

 

Robert A. Dickman, an individual
(the “Founder”)

 

1. PURPOSE

 

The Company has been formed to develop, produce, and commercialize the WROXER intellectual property, including:

​

• video games

• animation

• film / television

• digital media

• merchandise

• interactive technology

• artificial intelligence systems

• franchise licensing

 

Founder has contributed 100% of all financial funding to date, and substantial creative development, including but not limited to:

​

• game design

• story development

• character expansion

• avatar system

• emotional resonance system

• EQ mechanics

• new scripts

• new artwork

• business plans

• franchise structure

 

The Company desires to issue founder shares to Founder in recognition of such contributions.

 

2. ISSUANCE OF SHARES

 

The Company hereby issues to Founder:

 

Five Million Two Hundred Thousand (5,200,000) shares

 

of common stock of the Company.

 

This represents:

 

Fifty-two percent (52%)

of the fully diluted outstanding shares of the Company as of the Effective Date.

 

3. VESTING

 

All shares issued under this Agreement shall be:

fully vested upon issuance

 

The parties acknowledge that Founder has personally financially funded 100% all WROXER IP development to date and already completed substantial work prior to the formation of the Company.

 

4. FOUNDER CONTRIBUTIONS

 

The shares issued to Founder are in consideration for:

​

• having personally financially funded 100% of all WROXER IP development to date

• creation of new WROXER materials after 2019

• development of the WROXER game concept

• development of Avatar system

• development of emotional intelligence mechanics

• development of franchise structure

• development of new characters

• development of new artwork

• development of business plan

• development of licensing strategy

• development of investor materials

 

These contributions are separate from the Licensed Property owned by WROXER, LLC.

 

5. RELATIONSHIP TO LICENSE AGREEMENT

 

The Parties acknowledge that:

​

• WROXER, LLC has granted a license to the Company

• the Company has issued shares to WROXER, LLC

• the shares issued to Founder are separate and independent

 

Founder shares shall not be reduced due to the ownership of WROXER, LLC.

 

6. AUTHORIZED SHARES

 

The Company has authorized:

 

10,000,000 total shares

 

Initial capitalization:

 

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

 

7. OPTION POOL

 

The Company may reserve shares for:

​

• developers

• advisors

• athletes

• producers

• employees

• future partners

 

Such issuance shall not affect the validity of Founder shares.

 

8. NO TRANSFER RESTRICTION (optional)

 

Founder shares shall not be transferred without approval of the Company,
except to a holding company owned by Founder.

(optional but common)

 

9. GOVERNING LAW

 

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

 

10. SIGNATURES

 

Wroxer Entertainment, Inc.
By: 4/7/2026
Name: Robert A. Dickman
Title: CEO/President  

Founder
Signature: Signed/Executes
Name: Robert A. Dickman

Date: 4/7/2026