Note Purchase AgreementNote Purchase Agreement • July 2nd, 2021 • Iconix Acquisition LLC • Footwear, (no rubber) • New York
The undersigned (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Annex A.1 hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is purchasing Notes (as defined below) hereunder, an “Investor”) enters into this note purchase agreement (the “Agreement”) with Allianz Global Investors U.S. LLC (the “Seller”), whereby the Investor will purchase (the “Note Purchase”) the outstanding 5.75% Convertible Senior Subordinated Secured Second Lien Notes due 2023 of Iconix Brand Group, Inc. (the “Company”) (the “Notes”), issued pursuant to that certain Indenture, dated as of February 22, 2018 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) as set forth in Annex A.1 hereto.
Nondisclosure and Restrictive Covenant AgreementRestrictive Covenant Agreement • July 2nd, 2021 • Iconix Acquisition LLC • Footwear, (no rubber) • New York
This Nondisclosure and Restrictive Covenant Agreement (this “Agreement”) is made as of December 15, 2020, between Iconix Brand Group, Inc. (“Iconix” or the “Disclosing Party”) and Lancer Capital, LLC (the “Recipient”).
LIMITED GUARANTEELimited Guarantee • July 2nd, 2021 • Iconix Acquisition LLC • Footwear, (no rubber) • Delaware
LIMITED GUARANTEE, dated as of June 11, 2021 (this “Limited Guarantee”), by Lancer Capital, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Iconix Brand Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • June 25th, 2021 • Iconix Acquisition LLC • Footwear, (no rubber)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
STANDSTILL AGREEMENTStandstill Agreement • July 2nd, 2021 • Iconix Acquisition LLC • Footwear, (no rubber) • Delaware
This Standstill Agreement (this “Agreement”) is made and entered into as of May 19, 2021, by and between Iconix Brand Group, Inc. (the “Company”), on the one hand, and Lancer Capital LLC (“Lancer” and, together with the Company, the “Parties”), on the other hand.
June 11, 2021Iconix Acquisition LLC • July 2nd, 2021 • Footwear, (no rubber)
Reference is made to that certain Agreement and Plan of Merger, dated as of June 11, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Iconix Brand Group, Inc., a Delaware corporation (the “Company”), Iconix Acquisition LLC, a Delaware limited liability company (“Parent”), and Iconix Merger Sub Inc., a Delaware corporation (“Purchaser”). This letter agreement (this “Commitment Letter”) becomes effective only upon the execution and delivery of the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
Holleder Capital LLC Ladies and Gentlemen:Iconix Acquisition LLC • July 2nd, 2021 • Footwear, (no rubber) • Delaware
This letter agreement relates to the ongoing discussions between Iconix Brand Group, Inc. (“Iconix”), on the one hand, and Holleder Capital LLC (“Counterparty” and, together with Iconix, the “Parties”), on the other hand, regarding a potential transaction involving Iconix and Counterparty (such potential transaction, the “Transaction”).
