Respect Your Universe, Inc. Sample Contracts

RESPECT YOUR UNIVERSE, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (UNITS) INSTRUCTIONS TO PURCHASER
Private Placement Subscription Agreement • May 30th, 2014 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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This is the form of agreement for escrow arrangements under National Policy 46-201 Escrow for Initial Public Offerings. APPENDIX FORM 46-201F1 ESCROW AGREEMENT
Escrow Agreement • June 26th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of common shares by prospectus (the permitted secondary offering).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 30th, 2014 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

Respect Your Universe Inc. (hereinafter the “Company”), a company organized and existing under the laws of the State of Nevada, with its head office located at #550-1188 West Georgia Street, Vancouver, BC V6A 4A2

CONSULTING AGREEMENT
Consulting Agreement • August 26th, 2010 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Consulting Agreement (this "Agreement") is made and entered into as of February 1, 2010, by and between Respect Your Universe, Inc., a Nevada Corporation (hereinafter referred to as the "Company") and Exit 21 Global Solutions LLC, dba Exit 21 Apparel Solutions, an Oregon limited liability company (hereinafter referred to as the "Consultant") (collectively, the "Parties").

EMPLOYMENT AGREEMENT
Employment Agreement • July 24th, 2013 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Oregon

RESPECT YOUR UNIVERSE, INC., a corporation duly incorporated under the laws of the State of Nevada with a business address at 818 North Russell Street, Portland, Oregon, 97227

RESPECT YOUR UNIVERSE, INC. SUBSCRIPTION AGREEMENT COMMON STOCK
Subscription Agreement • August 19th, 2011 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada

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”).

CONSULTING AGREEMENT
Consulting Agreement • July 6th, 2011 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Consulting Agreement (this "Agreement") is made and entered into effective as of June 1, 2011 (“Effective Date”), by and between Respect Your Universe, Inc., a Nevada corporation ("Company") and Exit 21 Global Solutions LLC, dba Exit 21 Apparel Solutions, an Oregon limited liability company (“Consultant”), and its partners Eric Siffert (“Siffert”) and Chris Martens (“Martens”).

RYU APPAREL INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SHARES – CANADIAN TSX VENTURE EXCHANGE LISTED ISSUER) INSTRUCTIONS TO SUBSCRIBER
Private Placement Subscription Agreement • April 21st, 2015 • Ryu Apparel Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from RYU APPAREL INC. (the “Issuer”) that number of common shares of the Issuer (each, a “Share”) set out below at a price of $0.30 per Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.

EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada

This employment agreement (the "Agreement") is made and entered into effective as of January 1, 2012 (the “Effective Date”) by and between Respect Your Universe, Inc. (the "Company") and Christopher Martens (the "Employee").

AMENDMENT NO. 1. TO CONSULTING AGREEMENT
Consulting Agreement • September 17th, 2010 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Amendment No. 1 to Consulting Agreement ("Amendment") is between Respect Your Universe, Inc., a Nevada Corporation (hereinafter referred to as the "Company") and Exit 21 Global Solutions LLC, dba Exit 21 Apparel Solutions, an Oregon limited liability company (hereinafter referred to as the "Consultant") (collectively, the "Parties").

SERVICES AGREEMENT
Services Agreement • January 30th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Oregon

This Services Agreement (this “Agreement”) is made and entered effective as of January 1, 2012, (“Effective Date”) by and between Exit 21 Global Solutions, LLC, an Oregon limited liability company (“Exit 21”) and Respect Your Universe, Inc, a Nevada, Corperation (“Customer”).

ARRANGEMENT AND EXCHANGE AGREEMENT
Arrangement and Exchange Agreement • February 23rd, 2015 • Ryu Apparel Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

FORM 5D ESCROW AGREEMENT VALUE SECURITY
Escrow Agreement • June 26th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Initial Public Offering in Canada.

CONSULTING AGREEMENT
Consulting Agreement • August 23rd, 2011 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Consulting Agreement (this "Agreement") is made and entered into effective as of August 19, 2011 (“Effective Date”), by and between Respect Your Universe, Inc., a Nevada corporation ("Company") and Lindsay Capital Corp. (“Consultant”).

RESPECT YOUR UNIVERSE, INC. SUBSCRIPTION AGREEMENT COMMON STOCK AND WARRANTS
Subscription Agreement • June 22nd, 2011 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada

This SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of June 20, 2011 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 25th, 2014 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

This Agreement shall commence effective September 2, 2014 and continue for an indefinite term in accordance with and subject to Section 14 herein.

AGENCY AGREEMENT
Agency Agreement • June 26th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

Salman Partners Inc. (“Salman” or the “Agent”) understands that Respect Your Universe, Inc. (the “Company”) proposes to offer (the “Offering”) for sale, pursuant to a fully marketed long form prospectus offering sold in Canada on a reasonable best efforts basis, up to 5,882,500 Offered Shares (as defined below) at a purchase price of Cdn$0.85 per Offered Share (the “Purchase Price”). The Company also grants to the Agent an option (the “Over-Allotment Option”) to sell, at the Agent’s election, up to 882,375 additional Offered Shares at the Purchase Price, exercisable, in whole or in part, at the Agent’s discretion and with 2 Business Days notice given by the Agent to the Company, for the purpose of covering over-allotments, if any, for a period of 30 days following the Closing Date.

CREDIT FACILITY
Credit Facility • June 26th, 2012 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia

NICHOLAS COHEN PRODUCTIONS LTD., a British Columbia company having an office at 4571 West 3rd Avenue, Vancouver, British Columbia V6R 2N3

LOAN AGREEMENT
Loan Agreement • October 19th, 2010 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl
LOAN EXTENSION AGREEMENT
Loan Extension Agreement • December 14th, 2010 • Respect Your Universe, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS LOAN EXTENSION AGREEMENT (“Agreement”) is entered into and effective this 28th day of November, 2010, by and among RESPECT YOUR UNIVERSE, INC., a Nevada corporation (“Borrower”), and KRISTIAN ANDRESEN, an individual and the Borrower’s President (“Lender”). Unless otherwise defined herein or unless the context indicates otherwise, any word herein beginning with a capitalized letter shall have the meaning ascribed to such word in that certain Loan Agreement (“Loan Agreement”) dated as of August 28, 2010, between Borrower and Lender.

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