TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. MATERIALS FOR 2021 ANNUAL MEETING

ELECTION OF BOARD OF DIRECTORS

The current Board of Directors of To The Stars Academy of Arts and Science Inc. (“Company,” “Corporation” or “TTSA”) is up for re-election. The nominees are:

Tom DeLonge

Tom DeLonge is the founder and interim CEO of the Company. He is also the President of the Company subsidiary To The Stars, Inc. His award-winning entertainment career spans over two decades with music sales of over 25 million records worldwide with the bands he co-founded, Blink182 and Angels & Airwaves. Since 2011 at To The Stars, Inc., Mr. DeLonge has co-authored and published multiple chart-topping books, written and directed both live action and animated films as well as created various multimedia franchises that have expanded into successful merchandise brands. Prior to forming the Company, Mr. DeLonge co-founded Really Likeable People, Inc., the parent company of multiple international consumer lifestyle brands and the technology platform, Modlife, Inc., which formed in 2007 and empowered artists with digital content monetization tools. Mr. DeLonge has been recognized for his creative endeavors across music, books, and film including awards for Best Video, Best Animated Short Film, Best Teen Fiction, and 2017's UFO Researcher Award.

Jim Semivan

Jim Semivan is a co-founder and Vice President Operations of the company. Prior to joining us in 2017 (and continuing in this capacity), Mr. Semivan is the owner of a consulting firm called JimSem1, LLC, which he founded in 2007 after retiring from the Central Intelligence Agency that year. Since his retirement, Mr. Semivan has been primarily working for JimSem1, where he has been consulting with the Intelligence Community (IC) on a variety of classified topics that include IC Leadership training, CIA Tradecraft training and IC programs for countering weapons of mass destruction. Mr. Semivan retired from the Central Intelligence Agency’s Directorate of Operations after 25 years working as an operations officer both overseas and domestically. He was a member of the CIA’s Senior Intelligence Service. Mr. Semivan has a BS and a BA degree from The Ohio State University and a MA in English Literature from San Francisco State University. Mr. Semivan currently holds Top Secret Clearances.

Chris Mizer

J. Christopher Mizer currently serves on our Board of Directors. He has held this position since May of 2019. He is the current co-founder of Vivaris Capital, which was established in June of 1998. Vivaris, invests in and acquires middle-market businesses in a broad range of industries that are leaders in their market niches. Mizer serves as the chairman of each of the portfolio companies and guides key strategic decisions and their execution. He began his career as a Research Assistant with The Center for Economic Issues, a think-tank focused on economic development and earned a B.S. (biology, applied math), B.A. (economics), M.S. degrees (biology - neurogenetics), and MBA (finance, accounting) degrees from Case Western Reserve University. Mizer has taught business strategy, finance and entrepreneurship at the graduate level at Case Western Reserve University, John Carroll University, and the University of California, San Diego and at the undergraduate at San Diego State University. Stan Spry

Stan Spry is a Founding Partner and CEO of the Cartel (Cartel Entertainment, Cartel Pictures, and Cartel Enterprises). He is a Literary Manager and Producer. Stan represents top tier writers, directors, producers, show runners, and production companies for feature films, television, and new media. Stan has over nineteen years of experience in the entertainment industry, previously running Artist International, a production and management subsidiary of Hollywood Studios International and prior to that, Stan was a Literary Agent for Dytman & Associates Talent and Literary Agency.

Stan has produced over 100 movies and TV shows in 9 years, including the recent feature films “Monsters of California”, “Toys of Terror”, “Jeepers Creepers 3”, “Love Takes Flight”, “Love at First Glance”, “Love at the Shore”, “The Fixer Upper Mysteries”, “Sun Sand & Romance”, “Guns Girls & Gambling”, “The Wedding Pact”, “Merry ExMas”, Crimes of the Mind” and many more.

In the television series arena, Stan is the Executive Producer and financier of the hit series “Creepshow” for AMC/Shudder, “12 Forever” for Netflix, “Day of the Dead” for Syfy and “Ties That Bind”, for Up Network. He also was the Executive Producer of the US version of the long-running UK reality show “A Place in the Sun” for Discovery Networks.

His upcoming series include Executive Producing the HBO series “Debut” with Viola Davis, “Dead by Daylight” for Syfy with Blumhouse, “The Distance from Me To You” with Sabrina Carpenter, “Bloodknot” from director Nicholas Cassavetes and starring Michael Douglass, Scott Eastwood, and Dennis Quaid, “Redemption Day” starring Zach Levi, the WGN series “Blood & Whiskey”, “Chuck Zuckerberg” for Hulu, “Cluttered” for Warner Brothers, “Broforce” with Will Arnette and Sony, “Dead by Daylight” for Syfy and Blumhouse, “Strange times” for TBS and the upcoming 13 part series “Hunting Abroad” for A&E’s FYI channel just to name a few.

Stan has sold and set up hundreds of projects in both television and film both as a manager and as a producer.

Stan is also an investor in the Los Angeles restaurants/bars Pearl’s Liquor Bar and Rock & Reilly’s. He is also a partner in the hair product company Be Free By Danielle Fishel. He is also a partner in Spry Properties, a commercial and residential real estate holding, and management company, with his wife Heidi. Stan is also an avid angel investor and has been described as a serial entrepreneur.

TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. PROXY CARD

Vote during the Annual Meeting. You will receive further instructions once your registration has been confirmed.

Vote before the Annual Meeting. Mark, sign, and date this proxy card and promptly return it via mail to 315 S. Coast Hwy 101, Suite U38, Encinitas, CA 92024. You may also return the completed Proxy Card to [email protected] as follows: 1) print, sign, date, scan and send, or 2) sign and date electronically, then send from the stockholder’s email address on file with TTSA. To be valid, proxy cards must include your Holder No., be signed, dated and returned by 5pm PST on March 25, 2021.

To vote, mark blocks below in blue or black ink. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

For Against Abstain

1. Election of Directors. Nominees

Thomas M. DeLonge

Jim Semivan

Chris Mizer

Stan Spry

HOLDER NO.:______

______Signature Date Joint Signature Date

If this proxy card is signed, dated, and promptly returned, it will be voted in accordance with your instructions above. Joint owners should each sign. If signing as attorney-in-fact, executor, administrator, trustee, guardian or in any other capacity, please indicate as such on the signature line.