EVANDER HOLYFIELD TERM SHEET | Official Wroxer Site

CONFIDENTIAL NON-BINDING TERM SHEET

This Term Sheet outlines the principal terms of a proposed Licensing and Revenue Participation Agreement between:

WROXER Entertainment, Inc. a Delaware corporation (“Company”) and Evander Holyfield, professionally known as Evander Holyfield (“Champion”).

Except for Sections marked as Binding Provisions, this Term Sheet is non-binding and intended solely as a framework for negotiation of a definitive agreement.

1. Grant of License

Champion grants Company a limited, non-exclusive, worldwide license to use:

• Champion’s name
• Likeness
• Voice (if separately agreed)
• Signature fighting style references
• Biographical elements relating to emotional development and transformation

For use solely within:

• The WROXER video game platform
• Associated marketing materials
• Optional animated or promotional media directly connected to the game

All uses subject to Champion approval rights as defined below.

2. Scope of Use

The licensed rights shall be used exclusively in connection with:

• Creation of digital “Champion Editions” within WROXER
• Seasonal in-game events
• Platform promotional campaigns

No merchandising, physical products, or third-party sublicensing without separate written agreement.

3. Term

Initial Term: Five (5) years from Effective Date.

Renewable upon mutual written agreement.

4. Territory

Worldwide.

5. Champion Edition Structure

Company shall create limited digital Champion Editions which:

• Include cosmetic and identity-based features only
• Provide no gameplay advantage in ranked competitive play
• Preserve competitive integrity of the platform

Total edition supply and pricing to be determined per seasonal release.

6. Compensation

6.1 Primary Sales Participation

Champion shall receive:

Twenty-Five Percent (25%) of Net Revenue derived from direct sales of Champion-specific digital editions.

“Net Revenue” shall mean gross revenue received by Company from direct sales, less:

• Payment processing fees
• Platform distribution fees
• Applicable sales taxes

Royalty payments made quarterly, within forty-five (45) days following each calendar quarter.

6.2 Secondary Market Royalty

Champion shall receive:

Four Percent (4%) of gross resale transaction value for all secondary sales of Champion-specific digital editions.

• Royalty shall apply in perpetuity
• Royalty enforced via smart contract or platform enforcement mechanisms
• Paid quarterly

7. Approval Rights

Champion shall have reasonable approval rights over:

• Visual depiction
• Character narrative alignment
• Use of signature phrases or biographical elements

Approval shall not be unreasonably withheld or delayed.

8. Brand Protection

Company agrees that:

• Champion shall not be depicted in a defamatory, misleading, or reputation-damaging manner
• No gambling integration or inappropriate content usage
• Platform positioning shall align with emotional development and anti-bullying principles

9. Reporting & Audit

Company shall provide:

• Quarterly royalty statements
• Payment within forty-five (45) days of quarter end

Champion shall have standard audit rights upon reasonable notice.

10. Intellectual Property

• Company retains ownership of all WROXER platform intellectual property.
• Champion retains ownership of all personal intellectual property and publicity rights.

No ownership transfer implied.

11. Exclusivity

Unless separately negotiated, this agreement shall be non-exclusive and shall not restrict Champion from participating in other video game or digital media projects.