Confirmation of OTC Convertible Note HedgeIconix Brand Group, Inc. • May 23rd, 2011 • Footwear, (no rubber) • New York
Company FiledMay 23rd, 2011 Industry JurisdictionThis Confirmation, together with the Agreement (as defined below), evidences a complete and binding agreement between Counterparty and GS&Co. as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Confirmation of Additional OTC Convertible Note HedgeIconix Brand Group, Inc. • May 23rd, 2011 • Footwear, (no rubber) • New York
Company FiledMay 23rd, 2011 Industry JurisdictionThis Confirmation, together with the Agreement (as defined below), evidences a complete and binding agreement between Counterparty and GS&Co. as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.