WROXER IP LICENSING AGREEMENT | Official Wroxer Site

'' WROXER INTELLECTUAL PROPERTY LICENSE AGREEMENT

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement
(the “Agreement”) is made as of 4/7/2026
(the “Effective Date”)

between

WROXER, LLC, a California Limited Liability Company
("Licensor")

and

Wroxer Entertainment, Inc., a Delaware Corporation
("Licensee")

Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties”.

1. PURPOSE

Licensor owns certain intellectual property known as WROXER, including comic book materials, characters, storylines, artwork, brand identity, and related materials created prior to the Effective Date.

Licensee intends to develop, produce, and commercialize new works based on the WROXER property, including but not limited to:

video games
animation
film / television
publishing
merchandise
digital media
educational products
interactive software
artificial intelligence systems
future derivative works

The Parties desire that Licensor grant Licensee an exclusive license to use the Licensed Property for such purposes.

2. GRANT OF LICENSE

Licensor hereby grants to Licensee an:

exclusive, worldwide, perpetual, sublicensable license

to use, modify, adapt, develop, reproduce, distribute, perform, display, and commercialize the intellectual property listed in Schedule A (the “Licensed Property”).

The license includes the right to:

create derivative works
create new characters
create new storylines
create games
create animation
create films / television
create merchandise
create digital products
sublicense to third parties
assign rights in connection with financing, publishing, or distribution

3. EXCLUSIVITY

The license granted under this Agreement shall be exclusive.

Licensor shall not grant any other license to the Licensed Property without the written consent of Licensee.

4. TERM

The license granted under this Agreement shall be:

perpetual and worldwide

and shall remain in effect indefinitely unless terminated due to material breach of this Agreement.

Licensor may not terminate this Agreement except in the event of a material breach by Licensee that remains uncured for ninety (90) days after written notice.

5. SUBLICENSE RIGHTS

Licensee shall have the right to sublicense the Licensed Property to:

game publishers
animation studios
film studios
streaming platforms
distributors
merchandising partners
investors
production partners

without additional approval from Licensor.

6. CONSIDERATION

6.1 Equity

In consideration for the license granted under this Agreement,

Licensee shall issue to Licensor:

Thirteen percent (13%)

of the fully diluted outstanding shares of Wroxer Entertainment, Inc.
as of the Effective Date.

Such shares shall be fully vested upon issuance.

6.2 Purpose of Equity

The equity issued to Licensor represents compensation for:

original WROXER comic book materials
early character designs
early story concepts
early artwork
brand identity materials
written materials created prior to the Effective Date

as listed in Schedule A.

6.3 Optional Royalty

Licensor shall also receive:

One and one-half percent (1.5%) of Net Revenue

derived from commercial exploitation of the Licensed Property.

Net Revenue means gross revenue actually received by Licensee,
less reasonable third-party distribution, platform, and production costs.

6.4 No Additional Compensation

Except as provided in this Agreement,
Licensor shall not be entitled to any additional ownership or compensation
unless agreed in writing.

7. OWNERSHIP OF NEW WORKS

All works created after the Effective Date shall be owned exclusively by Licensee, including but not limited to:

video game design
avatar system
emotional resonance system
EQ mechanics
AI systems
new character designs
new scripts
new artwork
new animation
new technology concepts
new business plans
new franchise materials

Such works shall not be considered part of the Licensed Property unless added in writing.

8. REPRESENTATIONS

Licensor represents that:

it owns the Licensed Property
it has authority to grant this license
no other conflicting license exists

Licensee represents that it will use the Licensed Property in good faith.

9. AUTHORITY

Licensor represents that the person signing this Agreement on behalf of Licensor
is authorized to execute this Agreement as Manager or authorized representative of WROXER, LLC.

Licensee accepts such representation for purposes of this Agreement.

10. GOVERNING LAW

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

11. SIGNATURES

WROXER, LLC
By: Signed/Executed
Name: Robert Dickman
Title: Manager

Wroxer Entertainment, Inc.
By: Signed/Executed
Name:: Robert Dickman
Title: President

Date: 4/7/2026

SCHEDULE A

Licensed Intellectual Property

The following intellectual property created prior to January 1, 2019 is included in the Licensed Property:

Brand Identity (2008)