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
and Sale of Stock.
and Issuance of Securities.
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.
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.
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
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
Investment. There is no minimum investment per
Warranties and Covenants of the Company. The Company
hereby represents and warrants to, and covenants with, each of the
Investors as follows:
Organization; Authority; Due Authorization.
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.
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.
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.
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