Note Purchase AgreementNote Purchase Agreement • June 25th, 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.
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.
