THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
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 AND PROVINCIAL
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE 1933 ACT.
THIS SUBSCRIPTION AGREEMENT made as of this 16th day of January, 2004, between TRUE RELIGION APPAREL, INC.
(the " Company "), a Nevada corporation with an office at 201 East Arena Street, El Segundo, California, U.S.A. 90245 and
TONGA FINANCE AND TRADING AG (the " Subscriber "), with an address at Baarerstrasse 8, 6301 Zug, Switzerland.
A. The Company desires to offer for sale (the " Offering ") a maximum of 900,000 units (each a " Unit ") for a purchase price of
US$1.11 per Unit, with each Unit consisting of one common share in the capital of the Company (each a " Share ") and one
transferable share purchase warrant that will entitle the holder to purchase one additional Share (a " Warrant Share ") at an
exercise price of US$1.11 per Warrant Share on the terms, and subject to the conditions, set out in this Subscription Agreement;
B. The Subscriber desires to acquire the number of Units in the Offering as