Broker-Dealer AgreementBroker-Dealer Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between To The Stars Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of February 15, 2022 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. Maximum 6,000,000 Shares of Class A Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • New York
ESCROW AGREEMENTEscrow Agreement • June 23rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of _______________ by and among To the Stars Academy of Arts and Science Inc., a Delaware corporation (the “Company”), having an address at 315 S Coast Hwy 101, Suite U38 Encinitas, CA 92024; Digital Offering, LLC (“Placement Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
To the Stars, Inc.Merchandising Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • California
This merchandising agreement (“Agreement”) sets forth the material terms pursuant to which To the Stars, Inc. (“TTS”) is entering into an agreement with My Products, LLC. f/s/o Tom DeLonge p/k/a “Angels & Airwaves” (hereinafter referred to as “Artist”), to acquire Artist’s exclusive worldwide e-commerce merchandise rights and non-exclusive retail rights in the Territory (defined below). Artist and TTS may collectively be referred to as the “Parties” and individually as a “Party”.
INDEPENDENT DIRECTOR AGREEMENT AMENDED AND RESTATEDIndependent Director Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • California
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is dated January 1, 2021 and serves to amend and restate the Independent Director Agreement dated May 14, 2019. It is entered into by and between TO THE STARS ACADEMY OF ARTS AND SCIENCE, a Delaware corporation (the “Company”), and J. CHRISTOPHER MIZER, an individual resident of the State of California (the “Director”).
CO-PRODUCTION & FINANCING AGREEMENTFinancing Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production
This Agreement is entered into as of March 24, 2021 by and between CARTEL PICTURES, LLC (“Cartel”), 1108 Tamarind Ave., Los Angeles, California 90038 (email: _____________) , and TO THE STARS, INC. (“TTS”), c/o Fox Rothschild, LLP 10250 Constellation Blvd., Suite 900 , Los Angeles, CA 90067-Attention: Heidy Vaquerano, Esq. (email: _______________) with reference to the following facts:
SUBSCRIPTION AGREEMENT Class A Common Stock of To The Stars Academy of Arts and Science Inc.Subscription Agreement • June 23rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Subscription Agreement (this “Subscription Agreement”) relates to my/our agreement to purchase ____________ shares of Class A Common stock (the “Shares”), par value $.0001, to be issued by To The Stars Academy of Arts and Science Inc., a Delaware corporation (the “Company”), for a purchase price of $5.00 per Share (the “Securities”), for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Offering Circular for the sale of the Shares, dated ___________________ (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
PAYMENT AGREEMENTPayment Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • California
This Payment Agreement (this “Agreement”) is made effective as of June 23, 2021 (the “Effective Date”), by and between To The Stars Academy of Arts and Sciences (“TTSA”) and Vivaris Capital, LLC (“Vivaris”). TTSA and Vivaris are each referred to individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This CONSULTING AGREEMENT is dated August 2, 2019 (the “Agreement”) by and between TO THE STARS ACADEMY OF ARTS AND SCIENCE, a Delaware corporation (the “Company”), and VIVARIS CAPITAL, LLC., a Puerto Rico Limited Liability Company (the “Consultant”).
Contribution AgreementContribution Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Contribution Agreement (“Agreement”) is entered into and effective as of June 1 2017 by and between Gravity Holdings, LLC, a Wyoming limited liability company (“Gravity Holdings”) and To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (“TTS AAS”), each a “Party” and together the “Parties”, with regards to the contribution of shares of To The Stars, Inc., a California company (“TTS”) to TTS AAS.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 30th, 2018 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Second Amendment to the Loan Agreement (this “Amendment”) is entered into on April 19, 2018 and effective as of December 31, 2017 (“Effective Date”), by and between To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (“Borrower”), and Our Two Dogs, Inc., a California corporation (“Lender”), with reference to the following facts:
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • California
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is dated June 14, 2021 (the “Effective Date”) by and between TO THE STARS ACADEMY OF ARTS AND SCIENCE, a Delaware corporation (the “Company”), and STAN SPRY, an individual resident of the State of Nevada (the “Director”). The Director and the Company are each individually referred to herein as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 27th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Asset Purchase Agreement (this “Agreement”), dated as of July 15, 2019 is entered into between To The Stars Academy (“Buyer”) and Thomas DeLonge (“Seller”).
Explanatory NoteForgiveness Agreement • July 9th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production
To The Stars Academy of Arts and Science Inc. has prepared this Form 1-A/A solely for the purpose of updating the cross-references in Part III.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, this “Agreement”), dated as of May 31, 2017, is entered into between and among To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), each Person listed as a Stockholder on the signature page hereto (each, a “Stockholder” and, collectively, the “Stockholders”) and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as a “Stockholder” by executing a counterpart signature page to this Agreement or a Joinder Agreement. The Stockholders and their respective Permitted Transferees are each referred to herein as a “Stockholder” and, collectively, the “Stockholders”.
AMENDMENT TO BINDING TERM SHEETCapital Contribution Agreement • September 28th, 2021 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Amendment is dated as of June 1, 2021 to the Binding Term Sheet by and among Thomas DeLonge (“DeLonge”), To the Stars Academy of Arts of Sciences, Inc (“TTSA”) and TTSA’s wholly owned subsidiary, To the Stars, Inc. (“TTSI”), dated as of December 24, 2020 (“Term Sheet”). DeLonge, TTSA and TTSI are each referred to individually as a “Party” and collectively as the “Parties.” All capitalized terms used herein shall have the same meaning as ascribed to them in the Term Sheet.
DEBT FORGIVENESS AGREEMENTDebt Forgiveness Agreement • April 30th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Debt Forgiveness Agreement (“Agreement”) is entered into effective as of March 31, 2019 (“Effective Date”), by and between To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (“Borrower”) and Our Two Dogs, Inc., a California corporation (“Lender”), each a “Party” and together the “Parties”, with reference to the following facts:
Licensing Agreement Dated as of April 26, 2017Licensing Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This licensing agreement (“Agreement”) is made and entered into by and among Tom DeLonge, an individual (“DeLonge”), Mr. Handsome, LLC, a California limited liability company (“Mr. Handsome”), and Good In Bed Music, ASCAP (“GIBM”) (collectively, the “DeLonge Parties”) on the one hand, and To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation and its subsidiary To The Stars, Inc., a California company (collectively, “TTS AAS”), on the other hand.
TO THE STARS LETTERHEAD]To the Stars Academy of Arts & Science Inc. • June 12th, 2020 • Services-allied to motion picture production • California
To The Stars Academy of Arts and Science (“TTSA” or “Company”) is in the process of conducting a Reg A offering to secure funding for the Company. In order to make the offering more suitable for institutional investors, the parties hereto agree as follows:
BINDING TERM SHEETBinding Term Sheet • April 30th, 2021 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production
This Binding Term Sheet is entered into by and among Thomas Delonge (“Tom”), To The Stars Academy of Arts and Sciences Inc., a Delaware corporation (“TISA”), and TISA’s wholly owned subsidiary, To The Stars, Inc., a California corporation (“TISI”). Tom, TISA and TISI are each referred to individually as a “Party” and collectively as the “Parties.” Unless and until replaced and superseded by one or more agreements among the Parties, this Term Sheet is legally binding and constitutes the entire understanding of the Parties with respect to the subject matter hereof and may be amended or modified only in writing signed by the Parties.
SUBSCRIPTION AGREEMENT BY AND BETWEEN TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. AND J. CHRISTOPHER MIZER DATED AS OF May 14, 2019Subscription Agreement • June 3rd, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 14, 2019 is made by and between To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), on the one hand, and J. Christopher Mizer, an individual, (“Stockholder”), on the other hand. The Company and the Stockholder are from time to time referred to individually herein as a “Party”, and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
AMENDMENT TO BINDING TERM SHEETCapital Contribution Agreement • March 16th, 2022 • To the Stars Inc. • Services-allied to motion picture production • California
This Amendment is dated as of June 1, 2021 to the Binding Term Sheet by and among Thomas DeLonge (“DeLonge”), To the Stars Academy of Arts of Sciences, Inc (“TTSA”) and TTSA’s wholly owned subsidiary, To the Stars, Inc. (“TTSI”), dated as of December 24, 2020 (“Term Sheet”). DeLonge, TTSA and TTSI are each referred to individually as a “Party” and collectively as the “Parties.” All capitalized terms used herein shall have the same meaning as ascribed to them in the Term Sheet.
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT BETWEEN TO THE STARS ACADEMY OF ARTS AND SCIENCE, INC. AND THE U.S. ARMY COMBAT CAPABILITIES DEVELOPMENT COMMAND GROUND VEHICLE SYSTEMS CENTERCooperative Research and Development Agreement • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production
Under authority of the U.S. Federal Technology Transfer Act of 1986 (Public Law 99-502, October 20, 1986, as amended, and codified at 15 United States Code (U.S.C.) § 3710a), Federal Government Technical Activity, U.S. Army Combat Capabilities Development Command (CCDC) Ground Vehicle Systems Center (“Government”) located at 6501 East 11 Mile Road, Warren, Michigan, and Non-Federal Government Collaborator, To The Stars Academy Of Arts and Science, Inc. (“Collaborator”), a public benefit corporation, incorporated in the State of California and having a principal place of business at 315 South Coast Hwy 101, Ste. U-38, Encinitas, CA 92024, (Government and Collaborator hereinafter referred to as “Party” or “Parties”) enter into this Cooperative Research and Development Agreement (“CRADA”) that will be binding upon each of the Parties according to the terms and conditions and for the duration set forth below.
RESCISSION AND RELINQUISHMENT AGREEMENTRescission and Relinquishment Agreement • April 30th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Rescission and Relinquishment Agreement (this “Agreement”) is entered into as of this 17th day of April, 2019 between To the Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), on the one hand, and the persons listed on the signature page hereof (each, a “Stockholder” and collectively, the “Stockholders”), with reference to the following:
RESCISSION AND RELINQUISHMENT AGREEMENTRescission and Relinquishment Agreement • April 30th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This Rescission and Relinquishment Agreement (this “Agreement”) is entered into as of this 18th day of April, 2019 between To the Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), on the one hand, and the persons listed on the signature page hereof (each, an “Optionholder” and collectively, the “Optionholders”), with reference to the following:
PAYMENT AGREEMENTPayment Agreement • September 28th, 2021 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Payment Agreement (this “Agreement”) is made effective as of June 23, 2021 (the “Effective Date”), by and between To The Stars Academy of Arts and Sciences (“TTSA”) and Vivaris Capital, LLC (“Vivaris”). TTSA and Vivaris are each referred to individually as a “Party” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • April 30th, 2018 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Loan Agreement (this “Agreement”) is entered into effective as of April 26, 2017, by and between To The Stars, Inc., a California corporation (“Borrower”), and Our Two Dogs, Inc., a California corporation (“Lender”), with reference to the following facts:
Copyright Assignment This Copyright Assignment is effective as of the 31st day of March, 2017.To the Stars Academy of Arts & Science Inc. • July 10th, 2017 • Services-allied to motion picture production
WHEREAS, To The Stars, Inc., a California company (“Assignee”), desires to acquire the Copyrights, and any and all applications and/or registrations therefor;
COOPERATIVE MARKETING AGREEMENTCooperative Marketing Agreement • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This COOPERATIVE MARKETING AGREEMENT (CMA), dated JULY 11, 2019, by and between TRUCLEAR GLOBAL (TCG), a California corporation, and TO THE STARS ACADEMY OF ARTS AND SCIENCE (TTSA), a Delaware Corporation.
ADDENDUM TO COOPERATIVE MARKETING AGREEMENTCooperative Marketing Agreement • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production
This Addendum to the Cooperative Marketing Agreement (the “Agreement”) is made and entered into on April 15th, 2020 by and between TruClear Global (“TCG”), a California corporation, and To The Stars Academy of Arts and Science (“TTSA”), a Delaware corporation. TCG and TTSA shall hereinafter collectively be referred to as the “parties” and generically as a “party.”
LOAN AGREEMENTLoan Agreement • April 30th, 2019 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Loan Agreement (“Agreement”) is entered into effective as of March 31, 2019 (“Effective Date”) by and between To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (“Borrower”), and Thomas M. DeLonge, an individual (“Lender”), with reference to the following facts:
MASTER PARTICIPATING DEALER OR SELLING AGREEMENT BETWEEN DIGITAL OFFERING, LLC ANDMaster Participating Dealer • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
Digital Offering, LLC, a s the sales agents (the “Sales Agent”) for To the Stars Academy of Arts and Science Inc ., a Delaware corporation (the “Company”), invites you (the “Dealer”) to participate in a distribution pursuant to Tier 2 of Regulation A of the Securities Act of 1933, as amended (“Regulation A+”), on a “best efforts basis,” (the “Offering”) for a maximum of $30,000,000 of shares of the Company’s preferred stock (the “Shares”) pursuant to this Participating Dealer or Selling Agreement (the “Selling Agreement”) subject to the following terms:
AMENDMENTTo the Stars Inc. • March 16th, 2022 • Services-allied to motion picture production
This Amendment is made and entered into as of December 1, 2021, by and between TO THE STARS, INC. (“TTS”) and MY PRODUCTS, LLC f/s/o Tom DeLonge p/k/a “Angels & Airwaves (“Artist”), with reference to the following facts, which the parties warrant to be accurate and which form part of this Amendment:
