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.
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.
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”.
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.
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;
Intellectual Property Transfer AgreementIntellectual Property Transfer Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Intellectual Property Transfer Agreement (“Agreement”) is made and entered into as of March 31, 2017, by and between Thomas DeLonge, an individual and affiliated entity Our Two Dogs, Inc., a California company, with address at 6265 Greenwich Drive, Suite 210, San Diego, CA 92122 (collectively, “DeLonge”) and To The Stars, Inc., a California corporation with address at 1051 S. Coast Hwy 101, Suite B, Encinitas, CA 92024 (“TTS”), each a “Party” and collectively the “Parties”.
Contribution AgreementContribution Agreement • July 10th, 2017 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • California
This Contribution Agreement (“Agreement”) is entered into and effective as of April 27, 2017 by and between Archive West Investments, LLC (formerly Thomas M. DeLonge, LLC), a Nevada limited liability company (“AWI”) and Gravity Holdings, LLC, a Wyoming limited liability company (“Gravity Holdings”), each a “Party” and together the “Parties”, with regards to the contribution of shares of To The Stars, Inc., a California company (“TTS”) to Gravity Holdings.
