TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. Maximum 6,000,000 Shares of Class A Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • April 1st, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • New York
To The Stars Academy of Arts and Science Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 6,000,000 shares of Class A Common Stock, par value $0.0001 per share to investors (collectively, the “Investors”) in a public offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC, and its online division, BANQ® (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The Company already sold of 120,965 shares of Class A Common Stock as of the date hereof. The shares of Class A Common Stock to be sold in this Offering through the Selling Agent, in the amount of 5,879,035 as of the date hereof, are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENTEscrow Agreement • April 1st, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this 13th day of March 2020 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 AGREEMENT Class A Common Stock of To The Stars Academy of Arts and Science Inc.Subscription Agreement • April 1st, 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.
