Exhibit 10.1


 





COOPERATION AGREEMENT


 


This Cooperation Agreement
(this “Agreement”) is made and entered into as of July 25, 2018, by
and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”),
and Sports Direct International plc, a public limited company organized under the laws of England and Wales (“Investor”)
(each of the Company and Investor, a “Party” to this Agreement, and
collectively, the “Parties”).


 


RECITALS


 


WHEREAS, as of the
date hereof, Investor is deemed to beneficially own shares of the Company’s common stock, $0.001 par value per share (the
 “Company Common Stock”), totaling, in the aggregate, 5,664,115 shares
of the Company Common Stock issued and outstanding on the date hereof;


 


WHEREAS, Investor,
on behalf of itself and its Affiliates (as hereinafter defined), is agreeing to (i) irrevocably withdraw the notice of stockholder
nomination of individuals for election as directors of the Company at the Company’s 2018 annual meeting of stockholders (the
 “2018 Annual Meeting”) submitted to the Company on May 31, 2018 and any related materials or notices submitted
to the Company in connection therewith and (ii) terminate its solicitation of proxies in connection with the 2018 Annual Meeting;


 


WHEREAS, as of the
date hereof, the Company and Investor have determined that it is in their respective best interests to come to an agreement to
modify the composition of the Company’s board of directors (the “Board”)
and as to certain other matters, as provided herein; and


 


WHEREAS, the Company
and the Board intend to work constructively and collaboratively with the Investor Directors (as hereinafter defined) to undertake
an operational review of the Company’s business and strategy in order to improve the Company’s performance.


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby,
agree as follows:


 


		1.	Board Matters and Related Agreements.



 


(a)       Initial
Investor Director. Promptly following the execution of this Agreement, the Company hereby agrees to cause the Board and all
applicable committees thereof to take all necessary actions to appoint Justin Barnes, as representative of Investor (the “Initial
Investor Director”), as a director of the Company to serve until the 2018 Annual Meeting and thereafter in accordance
with Section 1(c) hereof. The Board, based on information provided by Investor and the Initial Investor Director, has determined
that the Initial Investor Director would (i) qualify as an “independent director” under the applicable rules of The
Nasdaq Global Market (“Nasdaq”) and the rules and regulations of the
U.S. Securities and Exchange Commission (the “SEC”) and (ii) satisfy
the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements
set forth in clauses (iii)-(iv) of Section 1(i) hereof).


 


(b)       Additional
Investor Director. The Company and the Investor agree that following the execution of this Agreement, James Marcum shall be
designated as the “Additional Investor Director” (and together with
the Initial Investor Director, the “Investor Directors”) to serve until
the 2018 Annual Meeting and thereafter in accordance with Section 1(c) hereof. The Board, based on information provided
by Investor and the Additional Investor Director, has determined that the Additional Investor Director would (i) qualify as an
 “independent director” under the applicable rules of Nasdaq and the rules and regulations of the SEC, (ii) satisfy
the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements
set forth in clauses (iii)-(iv) of Section 1(i) hereof), and (iii) qualify to serve on an audit committee under the applicable
rules of Nasdaq and the rules and regulations of the SEC.


 






     


     


    

  


(c)       2018
and 2019 Annual Meetings. The Board and all applicable committees thereof shall take all necessary actions so that each Investor
Director (or any Investor Replacement Director (as hereinafter defined), if applicable) shall stand for election as directors at
the 2018 Annual Meeting. The Company agrees that its slate of nominees for election as directors of the Company at the 2018 Annual
Meeting shall consist of not more than six (6) director nominees, including the Initial Investor Director (or any Investor Replacement
Director, if applicable), the Additional Investor Director (or any Investor Replacement Director, if applicable), F. Peter Cuneo,
Drew Cohen, Mark Friedman and Sue Gove; provided that, notwithstanding the foregoing, the Company’s slate of nominees
for election as directors of the Company at the 2018 Annual Meeting may consist of seven (7) director nominees if the Company’s
permanent Chief Executive Officer is identified and appointed pursuant to Section 1(i)(ix) prior to the mailing date of the Company’s
proxy statement for the 2018 Annual Meeting. The Company agrees to recommend, support and solicit proxies for the election of the
Initial Investor Director and the Additional Investor Director (or any Investor Replacement Director, if applicable), at the 2018
Annual Meeting in the same manner and to the same extent as for the Company’s other nominees. If any Investor Director is
elected as a director at the 2018 Annual Meeting, such Investor Director shall serve until the Company’s 2019 annual meeting
of stockholders (the “2019 Annual Meeting”), or until his or her earlier
death, resignation, disqualification or removal. The Company shall use its reasonable best efforts to hold the 2018 Annual Meeting
no later than October 1, 2018. The Company shall use its reasonable best efforts to hold the 2019 Annual Meeting prior to May 31,
2019. The Board in its reasonable judgment, after receiving the advice of counsel, may determine to delay the 2019 Annual Meeting
past May 31, 2019 if it reasonably believes that it would be in the best interests of the Company and/or its stockholders to do
so.


 


		(d)	Board Size.



 


(i)       Notwithstanding
anything to the contrary herein and subject in all respects to Section 1(i)(vii) hereof,


 


  (A)
   unless Investor consents in writing to an increase in the size of the Board, the Company agrees that from the date hereof
until the 2018 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions so that the
size of the Board is no greater than nine (9) directors; and


 


  (B)
   unless Investor consents in writing to an increase in the size of the Board, the Company agrees that following the 2018
Annual Meeting and during the Standstill Period (as hereinafter defined), the Board and all applicable committees thereof
shall take all necessary actions so that the size of the Board is no greater than six (6) directors; provided that,
notwithstanding the foregoing, the Board may be expanded to seven (7) directors to appoint the Company’s permanent
Chief Executive Officer as a director, once identified, pursuant to Section 1(i)(ix).


 


(ii)       During
the Standstill Period, the Company shall from time to time cause incumbent members of the Board (other than the Investor Directors)
to promptly resign from the Board and all applicable committees thereof, and the Board and all applicable committees thereof shall
accept such resignations and take such other actions as may be necessary in order to give effect to Sections 1(a)-1(d) hereof
and the other terms and provisions of this Agreement.


 






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(e)       Committees.
The Company agrees that, concurrent with the appointment of the Initial Investor Director to the Board, the Board and all applicable
committees thereof shall take all necessary actions to appoint the Initial Investor Director to each of the Nominating and Governance
Committee of the Board (the “Nominating Committee”) and the ad hoc
CEO Search Committee of the Board (the “Search Committee”) to serve until the date of the 2019 Annual Meeting
or the Initial Investor Director’s earlier death, resignation or removal. The Company also agrees that, immediately following
the execution of this Agreement, the Board and all applicable committees thereof shall take all necessary actions for the Additional
Investor Director to continue to serve as a member of the Audit Committee of the Board until at least the date of the 2019 Annual
Meeting or the Additional Investor Director’s earlier death, resignation or removal. Substantially concurrently with the
execution of this Agreement, the Company further agrees to establish a steering committee, which shall not be a committee of the
Board (the “Steering Committee”), to undertake an operational review of the Company’s business. The Board
shall cause the Steering Committee to adopt a charter, substantially in the form attached hereto as Exhibit A hereto. The
Steering Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial
members of the Steering Committee shall consist of the Initial Investor Director, the Additional Investor Director, Mr. Friedman,
Ms. Gove, at least one member of management of the Company (which shall be Mr. Cuneo) as well as the new permanent Chief Executive
Officer (when identified and appointed). The Steering Committee shall only have authority to make recommendations to the full Board
regarding actions to be considered in furtherance of the Steering Committee’s purpose. The Board shall have the sole right
to review and approve or reject any recommendations made by the Steering Committee.


 


(f)       SDI
Adviser. The Company hereby agrees that during the Standstill Period, for so long as Investor has aggregate beneficial ownership
(as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or the rules or regulations
promulgated thereunder (the “Exchange Act”)) of at least four percent
(4.0%) of the then-outstanding Company Common Stock (provided that such percentage shall be adjusted to give effect to any
share issuance or similar Company action that increases the number of outstanding shares of Company Common Stock (other than ordinary
course compensatory equity issuances to management)) (the “Minimum Ownership Threshold”),
Investor shall have the right to designate one (1) individual (who (x) resides in the United States of America and (y) may be affiliated
with Investor as an employee of Investor, any of its Affiliates or otherwise) as a non-voting observer (such individual, the “SDI
Adviser”) to attend any meetings of (1) the Board or committees thereof or (2) the Steering Committee; provided
that such SDI Adviser shall not (i) have the right to vote at any meetings of the Board (or committees thereof) or meetings of
the Steering Committee or (ii) be counted toward determining whether there is quorum for such meetings; provided, further,
that the Company agrees that the SDI Adviser shall not have or be deemed to have, or otherwise be subject to, any duties (fiduciary
or otherwise) to the Company or its Affiliates or any of their stockholders. The Investor shall identify the initial SDI Adviser
designee and each successor SDI Adviser designee, as applicable, by delivering a written notice of designation to the Chairman
of the Board from time to time at its discretion. During the Standstill Period, Investor shall have the right to remove and replace
the SDI Adviser at any time and from time to time. In the event that both of the Investor Directors resign from the Board in accordance
with clause (iii) of Section 1(i) hereof, Investor shall have no further rights under this Section 1(f) and shall
immediately cause its SDI Adviser to resign.


 






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(g)       Replacement
Rights. If either of the Investor Directors (or any Investor Replacement Director, if applicable)
is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to the expiration
of the Standstill Period (including, with respect to the Additional Investor Director, a resignation made pursuant to the Additional
Investor Director Resignation under Section 1(i)(iii)), and at such time Investor has aggregate beneficial ownership (as
determined under Rule 13d-3 promulgated under the Exchange Act) of at least the Minimum Ownership Threshold, Investor shall have
the ability to recommend a substitute person(s) reasonably acceptable to the Board (which acceptance shall not be unreasonably
withheld or delayed) (any such replacement nominee shall be referred to as the “Investor Replacement Director”).
Any Investor Replacement Director recommended by Investor shall be required to (i) qualify as an “independent director”
under the applicable rules of Nasdaq and the rules and regulations of the SEC and (ii) satisfy the guidelines and policies with
respect to service on the Board applicable to all non-management directors. The Nominating Committee shall promptly (and in no
case later than ten (10) business days after the Investor submits its recommendation) make its determination and recommendation
regarding whether such person so qualifies as soon as practicable after (i) such nominee has submitted to the Company the documentation
set forth in clause (iv) of Section 1(i) herein, (ii) representatives of the Board have conducted customary interview(s)
of such nominee and (iii) the Nominating Committee has completed its diligence process with regard to such nominee to its reasonable
satisfaction. The Company shall use its reasonable best efforts to conduct any interview(s) and diligence contemplated in this
Section 1(g) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within five (5)
business days after Investor’s submission of such nominee and such nominee’s submission of the documentation set forth
in clause (iv) of Section 1(i) herein. In the event the Nominating Committee does not accept a substitute person recommended
by Investor as the Investor Replacement Director, Investor shall have the right to recommend additional substitute person(s), whose
appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above
and the Board’s vote to appoint such person in accordance with the procedures described below. Upon the recommendation of
a nominee as the Investor Replacement Director by the Nominating Committee, the Board shall vote on the appointment of such Investor
Replacement Director to the Board as soon as practicable after the Nominating Committee’s recommendation of such Investor
Replacement Director; provided, however, that if the Board does not elect such Investor Replacement Director to the
Board, the Parties shall continue to follow the procedures of this Section 1(g) until an Investor Replacement Director is
elected to the Board. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, the Board and all applicable
committees thereof shall take all necessary actions to appoint any Investor Replacement Director to any applicable committee of
the Board of which the Initial Investor Director or the Additional Investor Director, as applicable, was a member immediately prior
to such Initial Investor Director’s or such Additional Investor Director’s, as applicable, resignation or removal;
provided that such Investor Replacement Director is qualified to serve on any such committee of the Board. Any Investor
Replacement Director appointed to the Board in accordance with this Section 1(g) will be legally bound by the terms and
conditions applicable to the Initial Investor Director or the Additional Investor Director, as applicable, under this Agreement.
Following the appointment of any Investor Replacement Director to replace either of the Investor Directors in accordance with this
Section 1(g), all reference to the Initial Investor Director or the Additional Investor Director, as applicable, herein
shall be deemed to include any Investor Replacement Director (it being understood
that this sentence shall apply whether or not references to the Initial Investor Director and/or the Additional Investor Director
expressly state that they include any Investor Replacement Director). If at any time Investor’s aggregate beneficial ownership
(as determined under Rule 13d-3 promulgated under the Exchange Act) of the Company Common Stock decreases to less than the Minimum
Ownership Threshold, the right of Investor pursuant to this Section 1(g) to participate in the recommendation of an Investor
Replacement Director to fill the vacancy caused by the resignation or removal of either of the Investor Directors or any Investor
Replacement Director shall automatically terminate. Prior to the appointment of any Investor Replacement Director to the Board,
(i) Investor will deliver to the Company an irrevocable resignation letter addressed to the Company pursuant to which the Investor
Replacement Director shall offer to resign from the Board and all applicable committees thereof if, at any time during the Standstill
Period, Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), of
the Company Common Stock decreases to less than the Minimum Ownership Threshold, such irrevocable resignation not to be effective
until the Board shall have accepted such resignation, which acceptance shall be made within the sole and absolute discretion of
the Board, and (ii) the Investor Replacement Director will submit to the Company the information, documentation and acknowledgements
set forth in clause (iv) of Section 1(i) hereof.


 









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(h)       Withdrawal
of Nominations, Proxy Solicitation and Other Demands. Investor, on behalf of itself and its Affiliates, hereby (i) irrevocably
withdraws the notice of stockholder nomination of individuals for election as directors of the Company at the 2018 Annual Meeting
submitted to the Company on May 31, 2018; (ii) agrees not to submit any notice of nomination of individuals for election as directors
of the Company at the 2018 Annual Meeting; (iii) agrees to terminate immediately its solicitation of proxies in connection with
the 2018 Annual Meeting; and (iv) irrevocably withdraws any related materials or notices submitted to the Company in connection
therewith.


 


(i)       Additional
Agreements.


 


(i)       Each
of the Company and Investor agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this
Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this
Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2
promulgated by the SEC under the Exchange Act, and shall include all persons or entities that at any time during the term of this
Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.


 


(ii)       Investor
agrees that it will (A) continue to have the sole right to vote 5,664,115 shares of the Company Common Stock through the date of
the 2018 Annual Meeting, (B) be present for quorum purposes at the 2018 Annual Meeting, (C) vote or cause to be voted all shares
of the Company Common Stock beneficially owned, or deemed beneficially owned (as determined under Rule 13d-3 promulgated under
the Exchange Act), by Investor in favor of (x) the slate of directors recommended by the Board at the 2018 Annual Meeting (which
will be made in accordance with the terms hereof) and (y) the Company’s reverse stock split proposal and (D) vote in accordance
with the Board’s recommendation with respect to any other proposal presented at the 2018 Annual Meeting, unless Institutional
Shareholder Services Inc. (“ISS”) issues a recommendation against the Board’s position, in which case,
Investor shall have the right to vote in accordance with such ISS recommendation; provided that the obligations contained
in clause (D) above shall not apply to any matters to be voted on at the 2018 Annual Meeting or corresponding Board recommendations
that have not been accurately described in writing to Investor prior to the date hereof.


 


(iii)       Prior
to the date hereof, the Investor Directors have each delivered to the Company an executed irrevocable resignation letter as a director
pursuant to which each of the Investor Directors agrees to resign from the Board and all applicable committees thereof if (x) at
any time Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of
the Company Common Stock decreases to less than the Minimum Ownership Threshold or (y) Investor or any of its Affiliates or Associates
nominates one or more director candidates for election to the Board at the 2019 Annual Meeting pursuant to the By-Laws. Each of
the Investor Director’s irrevocable resignation made pursuant to the forgoing sentence shall not be effective until the Board
shall have accepted such resignation, which acceptance shall be made within the sole and absolute discretion of the Board. Prior
to the date hereof, the Additional Investor Director has delivered to the Company and the Investor an executed irrevocable resignation
letter as a director (the “Additional Investor Director Resignation”), pursuant to which the Additional Investor
Director agrees to resign from the Board and all applicable committees thereof immediately upon written notice provided by the
Investor (in its sole discretion) to the Additional Investor Director and the Board stating that the Investor desires that the
Additional Investor Director resign from the Board. The Company and the Board shall take all necessary actions to accept and give
full effect to the Additional Investor Director Resignation upon receiving the written notice from the Investor referred to in
the forgoing sentence.


 






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(iv)       Prior
to the date hereof, the Initial Investor Director has (i) delivered to the Company (A) a fully completed copy of the Company’s
standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by
the Company’s written policies and procedures of non-management directors in connection with the appointment or election
of new Board members; (B) the information required pursuant to Section 5(a)(2)(a) and (b) of Article II of the Company’s
Restated and Amended By-Laws (the “By-Laws”), except for (x) the information
that is provided hereunder, (y) the information required under Section 5(a)(2)(b) of Article II of the By-Laws that was previously
provided to the Company in connection with the 2018 Annual Meeting and remains unchanged as of the date hereof and (z) the information
required by Section 5(a)(2)(a)(vi) of Article II of the By-Laws; and (C) a written acknowledgment in substantially the form entered
into by the other directors of the Company that the Initial Investor Director agrees to be bound by all current policies, codes
and guidelines applicable to directors of the Company, including, without limitation, the Company’s trading policy, code
of conduct and ethics for directors, corporate governance guidelines and any related person transaction policy (the “Company
Policies”); and (ii) telephonically met with members of the Nominating Committee, the Executive Chairman of the
Board and certain other members of the Board, if any. The Company agrees that each Investor Director shall (i) be indemnified by
the Company in the same manner as all other non-management directors of the Company and (ii) receive the benefit of customary directors’
and officers’ liability insurance coverage in accordance with the terms of any such insurance policy.


 


(v)       If,
in the exercise of its fiduciary duties and after consulting with its legal counsel, the Board determines in good faith that an
Investor Director or the SDI Adviser has a conflict of interest with respect to any SDI Matter, then the Board may, by majority
vote of the members of the Board (but excluding the Investor Directors), recuse such conflicted Investor Director or SDI Adviser,
as applicable, from the portion of any Board or committee meeting (including the Steering Committee) at which the Board or any
such committee is discussing such SDI Matter. For purposes hereof, the term “SDI Matter” means any matter being
considered by the Board or any committee relating to this Agreement, Investor or any Affiliate of Investor, it being understood
that no Investor Director shall be recused from matters not relating to this Agreement or Investor merely because such Investor
Director may be deemed to be an Affiliate of Investor. Notwithstanding anything in this Section 1(i)(v) and without limiting the
foregoing, the Initial Investor Director shall not be prohibited from privately (without any public disclosure) making any proposals
to the Board for its consideration, including proposals with respect to Investor and its Affiliates, and explaining the rationale
for any such proposal prior to his recusal.


 


(vi)       The
Company agrees that each of the Investor Directors (and any Investor Replacement Director, if applicable) shall receive the same
annual compensation as other non-employee directors of the Company and shall be entitled to reimbursement for each of the Investor
Director’s documented and reasonable out-of-pocket expenses on the same basis as all other directors of the Company in their
capacity as such. The Company also agrees that the SDI Adviser shall be compensated with a quarterly fee for his or her service
in an amount equal to twenty thousand dollars ($20,000) per quarter, to be paid by the Company to the SDI Adviser within thirty
(30) days following the last day of each calendar quarter. The SDI Adviser shall receive expense reimbursement from the Company
for his or her documented and reasonable out-of-pocket expenses to attend any meetings of the Board, any committee of the Board
and the Steering Committee; provided that any such expense reimbursement shall be consistent with the Company’s expense
reimbursement policy applicable to all non-management directors as may be in effect from time to time.


 






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(vii)       During
the Standstill Period, unless required by law or its organizational documents, the Board and the Company shall not call or support
any special meetings of stockholders of the Company for the purpose of removing either of the Investor Directors from the Board,
or take any action which would have the effect of curtailing the scope or term of office of either of the Investor Directors. The
Company and the Board will recommend against any proposal or consent solicitation that might be brought to remove or curtail the
scope or term of either of the Investor Directors, and the Company will use its reasonable best efforts to solicit proxies against
any such action. During the Standstill Period, the Company also agrees that, (x) except in the case of the required recusal of
the Investor Directors (and any Investor Replacement Director, if applicable) as contemplated by Section 1(i)(v) hereof,
the Company shall cause the Board not to utilize committees of the Board for the purpose of discriminating against the Investor
Directors in order to limit their participation in substantive deliberations of the Board, (y) the Company will not adopt or enter
into any stockholder rights plan or similar agreement or arrangement that would prohibit, impair or frustrate the ability of Investor
to acquire beneficial ownership of the Company Common Stock to the extent permitted by Section 2(a) hereof, and (z) the
organizational documents of the Company and the guidelines and policies with respect to service on the Board applicable to all
non-management directors shall not be amended, supplemented or replaced in any manner that would discriminate against the Investor
Directors or in any manner that would be inconsistent with the terms of this Agreement.


 


(viii)       During
the Standstill Period, neither the Company nor any of its Affiliates or Associates under its control or direction will, and the
Company will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner, alone
or in concert with others commence, institute, solicit, encourage, support or join, as a party, any litigation, arbitration or
other proceeding (including a derivative action) against the Investor Directors, the SDI Adviser, Investor, any of the Investor’s
Affiliates or Associates under its control or any of their respective current or former directors or officers, including any action
challenging the validity or enforceability of this Section 1(i)(viii) or this Agreement, other than (A) litigation by the
Company to enforce the provisions of this Agreement; (B) counterclaims with respect to any proceeding initiated by, or on behalf
of, Investor or its Affiliates or Associates against the Company, its Affiliates or Associates; and (C) bringing commercial disputes
that do not relate to the subject matter hereof; provided that the foregoing shall also not prevent the Company from responding
to, or complying with, a validly issued legal process that the Company did not initiate, encourage, aid or abet.


 


(ix)       In
connection with the Board’s identification and appointment of a permanent Chief Executive Officer of the Company, the Company
agrees that (A) the Initial Investor Director shall have a reasonable opportunity to participate as a member of the Search Committee
and to interview (which may be telephonically) any candidate being seriously considered by the Board for appointment as the Company’s
permanent Chief Executive Officer, (B) the Search Committee will not make a determination or recommendation to the Board with respect
to the appointment of the Company’s permanent Chief Executive Officer and the Company will not take any action or
enter into any agreement to appoint the Company’s permanent Chief Executive Officer prior to the date that is the later of
sixty (60) days from the date hereof and five (5) calendar days after the 2018 Annual Meeting, unless the Search Committee makes
a unanimous recommendation to the Board regarding appointment of the Company’s permanent Chief Executive Officer prior to
such date, and (C) the Board will consider in good faith the views of the Initial Investor Director and the Additional Investor
Director regarding the skill sets and qualifications required of the Company’s permanent Chief Executive Officer.


 






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		2.	Standstill Provisions.



 


(a)       The
standstill period (the “Standstill Period”) begins on the date of this
Agreement and shall extend until the earlier of (v) the date that is thirty (30) days prior to the deadline for the submission
of stockholder nominations for directors for the 2019 Annual Meeting pursuant to the By-Laws, (w) the date that is thirteen (13)
months after the date of the 2018 Annual Meeting, (x) the date of any breach by the Company in any material respect of its obligations
under this Agreement (but subject to a ten (10) day cure period), and (y) upon written notice from Investor to the Company at any
time following the announcement by the Company of a definitive agreement (or the intent to enter or seek to enter into a definitive
agreement) with respect to any Extraordinary Transaction (as hereinafter defined); provided, however, that, notwithstanding
anything herein to the contrary, if the Standstill Period terminates pursuant to clause 2(a)(x), all of the Company’s and
the Board’s obligations under this Agreement (including, without limitation, all obligations of the Company and the Board
that are expressly limited to the term of the Standstill Period) shall continue to survive and remain in full force and effect
until the Standstill Period would otherwise terminate pursuant to clauses 2(a)(v), (w) or (y) (the “Company’s Surviving
Obligations”). Investor agrees that during the Standstill Period, neither Investor nor any of its Affiliates or Associates
under its control or direction will, and Investor will cause each of its Affiliates and Associates under its control not to, directly
or indirectly, in any manner, alone or in concert with others:


 


(i)       acquire,
offer, seek or agree to acquire, by purchase or otherwise, or direct others in the acquisition of, any securities issued by the
Company or securities convertible into or exchangeable for the Company Common Stock or assets of the Company, or rights or options
to acquire any securities issued by the Company or securities convertible into or exchangeable for the Company Common Stock or
assets of the Company, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect
to securities issued by the Company or securities convertible into or exchangeable for the Company Common Stock that are settled
by delivery of the Company Common Stock or assets of the Company, in the case of each of the foregoing, only if such action would
result in Investor, together with its Affiliates and Associates, having an aggregate beneficial ownership (as determined under
Rule 13d-3 promulgated under the Exchange Act but treating all shares underlying options or synthetic derivatives as outstanding
whether or not then exercisable) of fifteen percent (15.0%) or more of the then-outstanding Company Common Stock immediately following
the consummation of such transaction; provided that nothing herein will require Company Common Stock to be sold to the extent
that Investor exceeds the ownership limit under this clause (a)(i) as the result of a share repurchase or similar Company action
that reduces the number of outstanding shares of the Company Common Stock;


 


(ii)       engage
in any short sale or purchase of any derivative security that derives any significant part of its value from a decline in the market
price or value of any securities of the Company, or enter into any hedging transaction with similar effect;


 


(iii)       publicly
propose or seek to effect (a) any tender or exchange offer for the Company’s securities or any merger, consolidation, business
combination, recapitalization, restructuring, extraordinary dividend, significant share repurchase, issuance of fifteen percent
(15%) or more of the Company’s then-outstanding equity or similar transactions involving the Company (each, an “Extraordinary
Transaction”) or (b) any acquisition, sale or disposition of a business or assets representing either (x) ten percent
(10%) or more of the fair market value of assets of the Company or of the market capitalization of the Company or (y) twenty five
percent (25%) or more of the Company’s revenues for the most recent twelve (12) month period; provided that if the
Company or a third party has publicly announced any transaction described in this clause (iii) or if the Company or any third party
has publicly announced an intention to engage in or seek such a transaction, then none of the following restrictions shall apply:
(x) the restrictions contained in this clause (iii), (y) the restrictions contained in Section 2(a)(i), and (z) any other restrictions
contained in this Agreement that would prevent or otherwise conflict with the ability of the Investor (or any of its Affiliates
or Associates under its control or direction) to publicly announce, engage in or seek to engage in any transaction described in
this clause (iii); provided, however, that, for the avoidance of doubt, the foregoing shall not prevent the Company
from adopting a stockholder rights plan or similar agreement that would result in a “flip in” event in the event Investor
acquires fifteen percent (15%) or more of the Company Common Stock; provided, further, that this restriction in this
clause (iii) shall not prohibit the Investor Directors from privately (without any public disclosure) advocating for such matters
with the Board;


 






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(iv)       make
a stockholder proposal or seek any form of proxy with respect to the removal, election or appointment of any person to, or representation
of any person on, the Board, or becoming a participant with a third party in any solicitation of any such proxies (including a
 “withhold” or similar campaign) or making statements regarding how Investor intends to vote with respect to a proposal
being voted on by stockholders, or instructing or recommending to other stockholders how to vote with respect to a proposal being
voted on by stockholders;


 


(v)       deposit
Company Common Stock in a voting trust or similar arrangement with any person other than Investor’s Affiliates;


 


(vi)       except
as specifically contemplated by this Agreement, publicly seek additional representation on the Board or the removal of any member
of the Board or encourage any person to submit nominees in furtherance of a contested election;


 


(vii)       make
any public disclosure regarding any plan or proposal with respect to the Board, the Company, its management or policies, any of
its securities or assets or any of its businesses or strategy that, in each case, would be inconsistent with the other provisions
of this Section 2 or the other terms of this Agreement;


 


(viii)       make
any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the Delaware
General Corporation Law (the “DGCL”) or otherwise;


 


(ix)       make
any public request or submit any public proposal to amend or waive any term of this Agreement (including the provisions of this
Section 2) or take any action that could reasonably lead to public disclosure of such a request or proposal by any Party;


 


(x)       commence,
institute, solicit, encourage, support or join, as a party, any litigation, arbitration or other proceeding (including a derivative
action) against the Company or any of its current or former directors or officers, including any action challenging the validity
or enforceability of this Section 2 or this Agreement, other than (A) litigation by Investor to enforce the provisions of
this Agreement; (B) counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against
Investor, its Affiliates or Associates; (C) the exercise of statutory appraisal, dissenters or similar rights under the DGCL; and
(D) bringing commercial disputes that do not relate to the subject matter hereof; provided that the foregoing shall also
not prevent Investor from responding to, or complying with, a validly issued legal process that Investor did not initiate, encourage,
aid or abet; or


 






    9 


     


    

 


(xi)       enter
into any negotiations, arrangements, discussions, agreements or understandings with others (whether written or oral) to take any
action with respect to any of the foregoing, or knowingly advise, facilitate, finance (through equity, debt or otherwise), assist,
solicit, encourage or seek to persuade any other person or entity to take any action inconsistent with any of the foregoing.


 


(b)       Subject
to complying with its obligations under Sections 2(a), 11 and 12 hereof, Investor may engage in any private
discussions with the Company’s senior management or any member of the Board so long as such private communications would
not be reasonably determined to trigger public disclosure obligations for any such party.


 


(c)       The
restrictions in this Section 2 shall not prevent Investor or any of its Affiliates from making any factual statement as
required by applicable legal process, subpoena, or legal requirement from any governmental authority with competent jurisdiction
over the party from whom information is sought (so long as such request did not arise as a result of acts by Investor or any of
its Affiliates in violation of the terms of this Agreement).


 


(d)       Nothing
in this Section 2 shall be deemed to limit the exercise in good faith by an Investor Director of his or her fiduciary duties
solely in his or her capacity as a director of the Company.


 


		3.	Representations and Warranties of the Company.



 


The Company represents
and warrants to Investor that (a) the Company has the corporate power and authority to execute this Agreement and to bind the Company
thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and
binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance
of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment
or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with
notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss
of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document,
agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.


 






    10 


     


    

 


		4.	Representations and Warranties of Investor.



 


Investor represents and warrants to the Company that (a) the
authorized signatory of Investor set forth on the signature page hereto has the power and authority to execute this Agreement and
any other documents or agreements to be entered into in connection with this Agreement and to bind Investor thereto; (b) this Agreement
has been duly authorized, executed and delivered by Investor, and is a valid and binding obligation of Investor, enforceable against
Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles;
(c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the
terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the
organizational documents of Investor as currently in effect; (d) the execution, delivery and performance of this Agreement by Investor
does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Investor,
or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could
constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give
any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment,
understanding or arrangement to which Investor is a party or by which it is bound; (e) as of the date hereof, Investor is deemed
to beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act), in the aggregate, 5,664,115 shares of
the Company Common Stock and will be entitled to vote all of such shares of the Company Common Stock at the 2018 Annual Meeting;
(f) as of the date hereof, Investor does not currently have, and does not currently have any right to acquire or any interest in
any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable
(whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified
event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates,
including any swaps or hedging transactions or other derivative arrangements designed to produce economic benefits and risks that
correspond to the ownership of Company Common Stock, whether or not any of the foregoing would give rise to beneficial ownership
(as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Company Common
Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement);
(g) Investor will not compensate or agree to compensate (including with cash, securities or any rights or options convertible into
or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) the Investor Directors for their
services as directors of the Company or the SDI Adviser for his or her services with respect to the Board as the SDI Adviser to
the extent such compensation paid to the Investors Directors or the SDI Adviser is directly related to (i) the financial performance
of the Company or the Company’s securities or (ii) the Company or its Affiliates entering into any transaction; provided,
however, that Investor may pay or provide discretionary compensation to any of the Investor Directors based on the performance
of the Company or its stock price if such discretionary compensation is disclosed in writing in advance to the Board; provided,
further that nothing herein shall restrict or require disclosure of any compensation paid to the SDI Adviser (or the SDI Adviser’s
Affiliates, employers or clients) for the rendering of legal services to Investor, the Investor Directors or any of their respective
Affiliates, including with respect to the Company and/or the Board; and (h) (i) as of the date hereof, Investor, the Initial
Investor Director and any of their respective Affiliates are not, directly or indirectly, working, coordinating or collaborating
with Neil Cole on any matter related to the Company or its Affiliates and (ii) during the Standstill Period, senior management
of Investor, the Initial Investor Director, any other Investor Director (or any Investor Replacement Director, if applicable) that
is a Representative of or employed by Investor, the SDI Adviser and any of their respective Affiliates will not, directly or indirectly,
work, coordinate or collaborate with Neil Cole on any matter related to the Company or its Affiliates (any such action, a “NC
Action”); provided, however, that the foregoing shall not prohibit (v) any party from accepting a call
or other communication from Neil Cole, including receiving any proposal from Mr. Cole regarding the Company or its Affiliates,
provided, further that before taking any action in furtherance of any NC Action, such party must receive the advance approval of
the Board, (w) any party from merely holding discussions with Neil Cole if such discussions do not involve a NC Action, (x) any
Investor Director (or any Investor Replacement Director, if applicable), in his or her capacity as such, from participating in
or discussing any NC Action that the Company or the Board is taking or discussing, (y) any party from taking any NC Action that
is approved in advance by a majority of the members of the Board, or (z) any Investor Director (or any Investor Replacement Director,
if applicable) from taking any NC Action that it believes in good faith is required in order to comply with his or her fiduciary
duties to the Company and its stockholders pursuant to applicable laws; provided that written notice is provided to the
Board in advance of taking any such NC Action (which written notice shall include a reasonably detailed description of why such
Investor Director believes in good faith that his or her fiduciary duties require such NC Action).


 






    11 


     


    

 


		5.	Termination.



 


This Agreement shall
remain in full force and effect until the earliest of:


 


(a)       the
expiration of the Standstill Period; or


 


(b)       such
other date established by mutual written agreement of the Parties;


 


provided that such termination shall
not relieve (i) any Party, the SDI Adviser or any Investor Director from their respective obligations under each of Section
12 hereof and the Confidentiality Agreement (as hereinafter defined), which obligations shall survive in accordance with their
terms, or (ii) the survival of the Company’s Surviving Obligations pursuant to Section 2(a), if applicable.


 


		6.	Specific Performance.



 


Each of Investor, on
the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party would occur
in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money
damages). It is accordingly agreed that Investor, on the one hand, and the Company, on the other hand (the “Moving
Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of,
the terms hereof (without the requirement of posting a bond), and the other Party will not take action, directly or indirectly,
in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in
equity. This Section 6 is not the exclusive remedy for any violation of this Agreement.


 


		7.	Severability.



 


If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. The Parties agree to use their commercially reasonable best efforts to agree upon
and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable
by a court of competent jurisdiction.


 






    12 


     


    

 


		8.	Notices.



 


Any notices, consents,
determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party);
(iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (iv) one
(1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the
Party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the Company:	
        Iconix Brand Group, Inc.

        1450 Broadway, Third Floor

        New York, New York 10018

        

        

        

        

	 	Attention:	Jason Schaefer
	 	Telephone:	(212) 730-0030
	 	Facsimile:	(212) 391-2057
	 	Email:	JSchaefer@iconixbrand.com
	 	 
	With a copy (which shall not constitute notice) to:	
        Skadden, Arps, Slate, Meagher & Flom LLP

        4 Times Square

        New York, NY 10036

        

        

        

        

	 	Attention:	 Richard J. Grossman
	 	Telephone:	(212) 735-2116
	 	Facsimile:	(917) 777-2116
	 	Email:	Richard.Grossman@skadden.com
	 	 
	If to Investor:	
        Sports Direct International plc

        Unit A, Brook Park East

        Shirebrook

        NG20 8RY

        United Kingdom

        

        

        

	 	Attention:	Cameron Olsen
	 	Telephone:	+(44) (845) 1299-289
	 	Email:	colsen@ibml.co.uk
	 	 
	With a copy (which shall not constitute notice) to:	
        Reed Smith LLP

        599 Lexington Avenue, Floor 22

        New York, New York 10222

        

        

        

        

	 	Attention:	David M. Grimes
	 	Telephone:	(212) 549-0240
	 	Facsimile:	(212) 521-5400
	 	Email:	DGrimes@reedsmith.com


 


		9.	Applicable Law.



 


This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict
of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement
and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and
determined exclusively in the federal or state courts located in Wilmington, Delaware. Each of the Parties hereby irrevocably submits
with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal
jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other
than the aforesaid courts. Each of the Parties further agrees that service of any process, summons, notice or document by registered
mail to the respective addresses set forth in Section 8 hereof shall be effective service of process for any action relating
to this Agreement brought against any such Party in any such court. Each of the Parties hereby irrevocably waives, and agrees not
to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction
of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal
requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue
of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by
such courts. EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT
OF OR IN CONNECTION WITH, THIS AGREEMENT.


 






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		10.	Counterparts.



 


This Agreement may
be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery
or facsimile). For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including
by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered
to the other Party (including by means of electronic delivery).


 


		11.	Mutual Non-Disparagement.



 


Subject to applicable
law, (including the making of any statement by either Party or their Representatives (as defined below) as required by applicable
subpoena, legal process, other legal requirement, the rules of any securities exchange or the duties applicable to a director),
each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its respective agents, subsidiaries,
affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively,
 “Representatives”), shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame
or slander the other Party or such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current
officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement),
directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following
the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), agents,
attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected
to damage the business, or reputation of the other Party or of its subsidiaries, affiliates, successors, assigns, officers (or
former officers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable
Party), agents, attorneys or representatives; provided that neither Party shall be deemed in breach of this Section 11
by virtue of a private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed
to circumvent, directly or indirectly, the restrictions contemplated by this Agreement. In addition to other remedies available
in connection with any breach of this Agreement, nothing shall prevent either Party or its Representatives from responding without
restriction to the other Party’s breach of this Section 11. Notwithstanding anything to the contrary, nothing herein
shall prevent Investor or its Representatives from publicly stating its opinion (which may not contain ad hominem attacks) or making
any objective factual statement regarding any Extraordinary Transaction or any liquidation, dissolution, material license or joint
venture (or material amendment or modification to an existing license or joint venture), or acquisition, sale or disposition of
a business or assets representing either (i) ten percent (10%) or more of the fair market value of assets of the Company or of
the market capitalization of the Company or (ii) twenty five percent (25%) or more of the Company’s revenues for the most
recent twelve (12) month period, or other similar material transaction not in the ordinary course of business between the Company
or any of its subsidiaries and a third party (including, but not limited to, any matter that requires the vote of the Company’s
stockholders, but excluding matters relating to individual personnel decisions by the Company) which is publicly proposed or announced
by the Company or any third party, and nothing herein shall prevent the Company or its Representatives from responding to such
statements.


 






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		12.	Confidentiality.



 


(a)       The
Company hereby agrees that, for as long at least one of the Applicable Investor Directors (as hereinafter defined) is a member
of the Board, any Applicable Investor Director and the SDI Adviser may share non-public information entrusted to or obtained by
such Applicable Investor Director or the SDI Adviser, as applicable, by reason of his or her position as a director or non-voting
observer of the Company (collectively and individually, the “Confidential Information”)
with Investor; provided any such disclosure of the Confidential Information is in accordance with all terms and obligations
of a customary confidentiality agreement, in substantially the form attached hereto as Exhibit B (the “Confidentiality
Agreement”), to be entered into by and between Investor and the Company, which Confidentiality Agreement shall
be entered into as soon as practicable following the date hereof; provided that prior to the SDI Adviser being appointed
pursuant to Section 1(f) hereof, the SDI Adviser shall either become a party to the Confidentiality Agreement or enter into
a customary confidentiality agreement with the Company. The Confidentiality Agreement shall provide, among other things, that (i)
Investor will (x) maintain the strict confidentiality of any Confidential Information received from any Applicable Investor Director
or the SDI Adviser, as applicable, (y) abstain from trading in securities of the Company in violation of applicable law while in
possession of any such Confidential Information and (z) instruct the SDI Adviser to abstain from trading in any securities of the
Company (including any swap or hedging transactions or other derivative agreements of any nature with respect to securities issued
by the Company or securities convertible into or exchangeable for the Company Common Stock (or rights decoupled from the underlying
securities)) for the time periods during which the Investor Directors are prohibited from such trading pursuant to the Company’s
trading policy; and (ii) Investor and the SDI Adviser will only be permitted to trade in the Company’s securities (subject
to applicable law) (1) during any open window periods when members of the Board are permitted to do so and (2) from and any time
after the opening of the first open window period following the date on which all of the Applicable Investor Directors cease to
serve on the Board; provided that the Company will notify the Investor in advance of any such open window trading periods.
 “Applicable Investor Directors” means, collectively, (i) the Initial Investor Director; (ii) each of the Investor
Replacement Directors that replace the Initial Investor Director, if applicable; and (iii) each of the Investor Replacement Directors
that replace the initial Additional Investor Director, if applicable.


 


(b)       The
Confidentiality Agreement shall further provide that any confidentiality obligations pursuant to the Confidentiality Agreement
shall expire eighteen (18) months after the date on which all of the Applicable Investor Directors cease to serve as directors
of the Company; provided that Investor shall maintain in accordance with the confidentiality obligations set forth therein
any Confidential Information constituting trade secrets for such longer time as such information constitutes a trade secret of
the Company as defined under 18 U.S.C. § 1839(3).


 


		13.	Public Announcements.



 


Promptly following
the execution of this Agreement, the Company and Investor shall announce this Agreement by means of a joint press release, in substantially
the form attached hereto as Exhibit C (the “Press Release”).
During the Standstill Period, neither the Company nor Investor shall make or cause to be made any public announcement or statement
with respect to the subject of this Agreement that is inconsistent with or contrary to the statements made in the Press Release,
except as required by law or the rules of any stock exchange or with the prior written consent of the other Party. The Company
acknowledges that Investor may file this Agreement (i) as an exhibit to its Schedule 13D/A and (ii) pursuant to any securities
and/or exchange rules and regulations that are applicable to Investor. The Company shall be given a reasonable opportunity to review
and comment on any Schedule 13D/A filing made by Investor with respect to this Agreement prior to the filing with the SEC, and
Investor shall give reasonable consideration in good faith to any reasonable comments of the Company. Investor acknowledges and
agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report
on Form 8-K and other filings with the SEC. Investor shall be given a reasonable opportunity to review and comment on the Form
8-K made by the Company with respect to this Agreement prior to the filing with the SEC, and the Company shall give reasonable
consideration in good faith to any reasonable comments of Investor.


 






    15 


     


    

  


		14.	Expense Reimbursement.



 


Within three (3) business
days of the execution and delivery of this Agreement, the Company shall reimburse Investor for all reasonable and documented out-of-pocket
fees and expenses (including legal fees) incurred by Investor in connection with its director nominations, the 2018 Annual Meeting,
the negotiation and execution of this Agreement, analysis of the corporate governance, debt, and executive compensation of the
Company, and all related activities and matters; provided that such reimbursement shall not exceed $475,000 in the aggregate.


 


		15.	Conflicts Waiver.



 


The Company hereby
(i) waives any actual or potential conflicts of interest arising from Reed Smith LLP’s (“Reed Smith”)
concurrent representations of Roc Nation, LLC, Global Brands Group Inc. and any of their respective Affiliates, on the one hand,
and Investor, each of the Investor Directors, the SDI Adviser and any of their respective Affiliates, on the other hand, and (ii)
agrees not to seek to disqualify Reed Smith from acting as counsel to Roc Nation, LLC, Global Brands Group Inc., Investor, the
Investor Directors, the SDI Adviser or any of their respective Affiliates on the basis of any such actual or potential conflicts
of interest, in each case, subject to Reed Smith creating a customary ethical wall to separate any actual or potential conflict
matters.


 


		16.	Entire Agreement; Amendment and Waiver; Successors and Assigns.



 


This Agreement (including
its exhibits) contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein.
No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Parties.
No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives, and permitted
assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to Investor, the prior
written consent of the Company, and with respect to the Company, the prior written consent of Investor. This Agreement is solely
for the benefit of the Parties and is not enforceable by any other persons or entities.


 


[The remainder of this page intentionally
left blank]


 




    16 


     


    

 


IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof. 


 





	ICONIX BRAND GROUP, INC.	 
	 	 	 
	By:	/s/ Jason Schaefer	 
	Name: 	Jason Schaefer	 
	Title: 	General Counsel	 
	 	 	 
	SPORTS DIRECT INTERNATIONAL PLC	 
	 	 	 
	By:	/s/ Cameron Olsen	 
	Name: 	Cameron Olsen	 
	Title: 	Corporate Secretary	 







 




    	 



     


    

 


EXHIBIT A


[CHARTER OF THE STEERING COMMITTEE]


 


 


 


 




    	 



     


    

 


EXHIBIT B


[FORM OF CONFIDENTIALITY AGREEMENT]


 


 


 


 





    	 



     


    

 


EXHIBIT C


[FORM OF PRESS RELEASE]