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Exhibit 4.3     RESPECT YOUR UNIVERSE, INC. SUBSCRIPTION AGREEMENT COMMON STOCK   This SUBSCRIPTION AGREEMENT (the “Agreement”) is between Respect Your Universe, Inc., a Nevada corporation (the “Company”), and the persons who execute this agreement as investors (each an “Investor” and, collectively, the “Investors”).   WITNESSETH:   WHEREAS, the Company desires to sell to the Investors, and the Investors desire to purchase, an aggregate of up to 3,000,000 shares of Common Stock (as defined below) of the Company (the “Shares”), at a purchase price of $1.00 per Share; and   WHEREAS, unless defined elsewhere herein, the following terms appearing herein shall have the following meanings:    “Certificate of Incorporation” means the Certificate of Incorporation of the Company filed with the Secretary of State of the State of Nevada.   “Common Stock” shall mean the Company’s common stock $0.001 par value per share.   The term “corporation” shall mean any corporation, association, joint stock company, business trust, limited liability company or other similar organization.    “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, municipality, or district; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, Share, body or entity and any court or other tribunal).    “Knowledge” or “Knowledgeable” shall mean the actual knowledge of the Company’s Chief Executive Officer and Chief Financial Officer.    “Material Adverse Effect” shall mean a material adverse effect on the operations, assets, liabilities, financial condition or business of the Company.   “Material Agreement” shall mean any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected.   “Own” shall mean own beneficially, as that term is defined in the rules and regulations of the SEC.     “SEC” shall mean the Securities and Exchange Commission.   “Securities” shall mean the Shares.     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:     1




    1.           Purchase and Sale of Stock.
1.1.           Sale and Issuance of Securities.  
(a)            The Company shall sell to the Investors and the Investors shall purchase from the Company, up to 3,000,000 Shares at a price of $1.00 per Share.   (b)           The amount of Shares to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company.   1.2.           Securities Transfer   (a)           each Investor purchasing Shares shall deliver to the Company by wire transfer or such other method of payment as the Company shall approve, an amount equal to the purchase price of the Shares purchased by such Investor hereunder, as set forth opposite such Investor’s name on the signature pages hereof; and
(b)           the Company shall authorize Quicksilver Stock Transfer, its transfer agent (the “Transfer Agent”), to arrange delivery to Purchaser one or more stock certificates registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Shares purchased by the Investor.
1.3           Minimum Investment.  There is no minimum investment per Investor.
2.           Representations, Warranties and Covenants of the Company.  The Company hereby represents and warrants to, and covenants with, each of the Investors as follows:
2.1.           Corporate Organization; Authority; Due Authorization.
(a)           The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own or lease its properties as and in the places where such business is conducted and to carry on its business as conducted and (iii) is duly qualified as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a Material Adverse Effect.   (b)           As of the date of this Agreement, the Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement to which it is a party and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby (the “Contemplated Transactions”).  This Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at law or equity) and except as set forth in Section 2.4.   2.2.           Capitalization.   (a)           As of June 30, 2011, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, 0.001 par value per share, of which 36,741,818 of Common Stock are outstanding.     2




    (b)           As of June 30, 2011, there are (i) outstanding 5,414,151 warrants and 1,800,000 options to purchase Common Stock, (ii) no outstanding subscriptions, conversion privileges or other rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company (or shares reserved for such purpose), (ii) no preemptive rights or contracts to which the Company is a party or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company, including without limitation the Shares, and (iii) no commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights.  None of the shares of Common Stock are subject to any stockholders’ agreement, voting trust agreement or similar arrangement or understanding to which the Company is a party.  The Company has no ou


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