Registration Rights Agreement Dated as of June 20, 2007 between Iconix Brand Group, Inc. and The Purchasers listed on the signature pages heretoRegistration Rights Agreement • June 20th, 2007 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 20 day of June, 2007, between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and the purchasers named on Schedule A hereto (collectively, the “Purchasers”).
ICONIX BRAND GROUP, INC. (a Delaware corporation)Purchase Agreement • June 20th, 2007 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
Iconix Brand Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Lehman Brothers Inc. (“Lehman Brothers”) (together, the “Initial Purchasers), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s 1.875% Convertible Senior Subordinated Notes due 2012 (the “Securities”), and with respect to the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $37,500,000 principal amount of Securities to cover over-allotments, if any. The aforesaid $250,000,000 principal amount of Securities (the “Initial Securities”) to be purchased by the Initial Purchasers and all or any part of the $37,500,000 principal amount of Securities subject to the option described in Section 2(b) hereof (the “Option Se
Confirmation of OTC Convertible Note HedgeIconix Brand Group, Inc. • June 20th, 2007 • Footwear, (no rubber) • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty, MLI and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent” or “MLPFS”) on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supercedes in its entirety the Confirmation in respect of the Transaction dated as of June 14, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
Confirmation of OTC Warrant TransactionIconix Brand Group, Inc. • June 20th, 2007 • Footwear, (no rubber) • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty, MLI and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent” or “MLPFS”) on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supercedes in its entirety the Confirmation in respect of the Transaction dated as of June 14, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
