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”):
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 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.
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.”
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.”
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.
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:
