ICONIX BRAND GROUP, INC. (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 3, 2009Underwriting Agreement • June 4th, 2009 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Barclays Capital Inc. (“Barclays”) and Lazard Capital Markets LLC (“LCM”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Barclays and LCM are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, of an aggregate of 10,000,000 shares (the “Initial Securities”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which 800,000 shares will be sold by the Selling Shareholders in the respective amounts set forth opposite their names in Schedule B hereto and 9,200,000 shares will be sold by the Compan
