NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
IMPORTANT:
The following disclaimer applies to the attached offer to purchase (the “Offer to Purchase”) and you are therefore required to read this disclaimer carefully
before accessing, reading, or making any other use of the Offer to Purchase. By accessing the Offer to Purchase, you agree (in addition to giving the
representations below) to be bound by the following terms and conditions, including any modification to them from time to time, each time you receive
any information from Iconix International Inc., formerly known as Iconix Brand Group, Inc. (the “Company”) or D. F. King & Co., Inc.
(the “Tender and Information Agent”) as a result of such access. Capitalized terms used but not otherwise defined in
this disclaimer shall have the meaning given to them in the Offer to Purchase.
You are reminded that that Offer to Purchase has been sent to you on the basis that you are a person into whose possession the Offer to Purchase may be lawfully
delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver, distribute,
forward or reproduce the Offer to Purchase to any other person. Any delivery, distribution, forwarding, or reproduction of this document, in whole or in parts is
unauthorized. Failure to comply with this directive may result in violation of applicable laws.
Confirmation of your representation:
In order to view the attached Offer to Purchase or to tender any Class A-2 Notes (as defined below) with respect to the Offer (as defined below), you must be
able to participate lawfully in the invitations by the Company to registered holders of such Class A-2 Notes (as defined below) to offer to tender their
respective Class A-2 Notes for purchase on the terms and subject to the conditions set out in the Offer to Purchase. By accessing, reading or making any other
use of the Offer to Purchase you shall have represented to the Company and the Tender and Information Agent that:
(a) you are a holder or a beneficial owner of either, or both, of the following series of notes: the Series 2012-1 4.229% Senior Secured Notes,
Class A-2 issued by Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC, and Icon NY Holdings LLC
(collectively, the “Co-Issuers”) (CUSIP / ISIN: 45112AAA5 / US45112AAA51) (the “2012-1 Notes”) and the Series 2013-1 4.352% Senior Secured Notes,
Class A-2 issued by the Co-Issuers (CUSIP / ISIN: 45112AAC1 / US45112AAC18) (the “2013-1 Notes” and, together with the 2012-1 Notes, collectively,
the “Class A-2 Notes”);
(b) you are a person to whom it is lawful to send the Offer to Purchase;
(c) you are not a person or entity that is (i) listed on any U.S. sanctions list, including the most current “Specially Designated Nationals and Blocked
Persons” list, or (ii) located in any U.S. sanctioned countries;
(d) you consent to delivery of the Offer to Purchase to you by electronic transmission; and
(e) you shall not distribute or forward the Offer to Purchase to third parties or otherwise make the Offer to Purchase publicly available.
If you have recently sold or otherwise transferred all or any of your holding(s) of the Class A-2 Notes referred to above, you should contact the Tender and
Information Agent.
The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during
the process of electronic transmission and consequently none of the Company, the Tender and Information Agent, or any person who controls, or is a director,
officer, employee, agent, or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any change or alteration arising
during the process of transmission.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are
required by the Company and the Tender and Information Agent to inform themselves about, and to observe, such restrictions.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction or in
any circumstances in which such offer or solicitation would be unlawful. The Offer to Purchase does not constitute an offer to buy or sell or a solicitation of
an offer to sell or buy the Class A-2 Notes, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such
offer or solicitation under applicable securities laws or otherwise. In those jurisdictions where the securities, blue sky, or other laws required the Offer to be
made by a licensed broker or dealer or any of the affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by
one or more registered brokers or dealers licensed under the laws of such jurisdictions.
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH
OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER OR
ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your
responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.
By clicking "I AGREE" below, you acknowledge that you are a Person with Interest in the Notes entitled to view the contents of this
website and you acknowledge and agree to the terms and conditions set forth above. Specifically, by clicking "I AGREE" below, you acknowledge
that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and make all the Holders' Representations, Warranties and Undertakings. If you are not a Person with Interest in the Notes,
or you do not so acknowledge and agree,
you are not entitled to enter website. If this is the case you must leave the website by clicking "I DISAGREE" below.
