This is the form of agreement for escrow arrangements under National Policy 46-201 Escrow for Initial Public Offerings. APPENDIX FORM 46-201F1 ESCROW AGREEMENTEscrow 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).
FORM 5D ESCROW AGREEMENT VALUE SECURITYEscrow 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.
AGENCY AGREEMENTAgency 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 FACILITYCredit 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
