Symphony : (023) Trademark purchase agreement between Pony, Inc., Pony International LLC and US Pony Holdings, LLC

EXECUTION COPY

TRADEMARK PURCHASE AGREEMENT

Dated February 2, 2015

Between

US PONY HOLDINGS, LLC,

and PONY, INC.,

and

PONY INTERNATIONAL, LLC

THIS TRADEMARK PURCHASE AGREEMENT (this "Agreement") 1s made and entered into, effective on February 2, 2015, between the following parties:

1. Pony, Inc., a Delaware corporation, with offices at 14940 Calvert St. Van Nuys, CA 91411-260 ("Pony Inc.");

2. Pony International, LLC, a California limited liability company, with offices at 4652 E Brickell St., Suite A, Ontario, CA 91761, which is a controlled Affiliate of Pony Inc. ("Pony International LLC," and together with Pony Inc., collectively, "US Seller");

   and

3. US Pony Holdings, LLC, a Delaware limited liability company, with offices at 1450 Broadway, Fourth Floor, New York, NY 10018 (the "Purchaser").

RECITALS:

1. US Seller is the owner, subject to the ALS License Agreement and the Always Gain Non-Compete Agreement, of all right, title and interest in and to the Trademarks in the US Iconix Territory.

2. Purchaser, an Affiliate of Iconix Brand Group, Inc., is desirous of purchasing and the US Seller is desirous of selling the Trademarks in the US Iconix Territory and the other Transferred Assets on the terms and conditions of this Agreement and in particular on the basis of the representations and warranties hereinafter mentioned.

3. Pony Inc. and Purchaser have entered into a non-binding term sheet in relation to the acquisition of the Trademarks in the US Iconix Territory and the other Transferred Assets, dated December 8, 2014 ("Term Sheet"). As contemplated by the Term Sheet, Pony Inc. and Purchaser have agreed to execute this Agreement setting out their respective rights and obligations.

4. Concurrently with the execution of this Agreement, Super Jumbo and Purchaser are entering into the Super Jumbo Trademark Purchase Agreement, which relates to the Non-US Iconix Territory.

NOW, THEREFORE, in consideration of the Purchase Price, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the following respective meanmgs:

"Affiliate" means, with respect to any specified person, any other person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. The term "control" (including its correlative terms, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Agreed Claims" is defined in Section 17.0l(iv) of this Agreement.

means ANTHONY L&S ATHLETICS, LLC, a New York corporation.

"ALS Action" is defined in Section 3.03 of this Agreement.

"ALS License Agreement" means that certain license agreement dated as of 13 June,

2013, in which ALS is licensee, as modified by a first addendum to the License Agreement dated June 13, 2013, a second addendum to the License Agreement dated July 1, 2013 and a third addendum to the License Agreement dated February 26, 2014.

Al ways Gain means Always Gain Holdings Limited, an entity

incorporated in the British Virgin Islands.

"Always Gain

Non-Compete Agreement" means that certain Non-Competition Agreement, dated

June 7, 2013, among Always Gain, Super Jumbo, Pony International LLC and Pony Inc.

"Asia Territory" means PRC and Taiwan.

"Asia Territory Business" means the business, if any, of Always Gain in respect of the

Trademarks as now or hereafter conducted in the Asia Territory.

"Assigned IP ' is defined in Section 2.0l(i) of this Agreement. "Assigned Trademarks" is defined in Section 2.0l (i) of this Agreement. "Assignment

Agreements ' is defined in Section 2.04 of this Agreement.

"Assumed Liabilities" is defined in Section 2.0 l (iv) of this Agreement. "Basket" is defined in Section 17.0l(iii) of this Agreement. "Brand Support Agreement" is defined in Section 2.04 of this Agreement.

"Business" means the Iconix Territory Business, the Foreign Territory Business, the Latin America Territory Business and the Residual Territory Business.

"Business Day means any day except a Saturday, Sunday or other day on

which commercial banking institutions in the USA are authorized or required by law or executive order to close.

losing is defined in Section 2.03 of this Agreement.

Closing Date is defined in Section 2.03 of this Agreement.

Damages is defined in Section 17.0l(i) of this Agreement. Encumbrance means any security interest, pledge, hypothecation,

mortgage, lien (including environmental and Tax liens), charge, lease, license, right to use, right to license to others, encumbrance, easement, adverse claim, reversion, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use or transfer thereof, or the exercise of any voting rights, the receipt of income or the exercise of any other attributes of ownership with respect thereto.

"Excluded

Liabilities" is defined in Section 2.0 l (v) of this Agreement.

"Foreign Territory" means Austria, Belgium, Bulgaria, Croatia, Czech

Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Liechtenstein, Luxemburg, Netherlands, Norway, Poland, Portugal, Romania, Sweden, Switzerland, Turkey, Ukraine, UK, Egypt, Oman, South Africa, Israel, Kuwait, Qatar, Russian Federation, Saudi Arabia, and UAE.

"Foreign Territory

Business" means the business, if any, of Seller or any of its Affiliates in respect of the Trademarks conducted in the Foreign