Unassociated Document


    Exhibit
      10.1

     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    Registration
      Rights Agreement
      (this
“Agreement”), dated as of March 9, 2007, by and between Iconix Brand Group,
      Inc., a Delaware corporation (the “Company”), and Danskin, Inc., a Delaware
      corporation (“Danskin” and together with any permitted assignees of Danskin’s
      rights hereunder, the “Holder”).

     

    RECITALS

     

    WHEREAS,
      the
      Company has executed an Asset Purchase Agreement dated as of February 21, 2007
      (the “Purchase Agreement”), by and among Danskin, the Company and Danskin Now,
      Inc., a Delaware corporation and wholly-owned subsidiary of the Holder (“Danskin
      Now”), pursuant to which the Company has purchased certain assets of Danskin and
      Danskin Now; and

     

    WHEREAS,
      the
      Purchase Agreement provides, among other things, that the Company may issue
      shares of the Company’s common stock, $.001 par value per share (the “Company
      Common Stock”), to Danskin, as more fully described in the Purchase Agreement;
      and

     

    WHEREAS,
      pursuant
      to the Purchase Agreement, the Company has agreed that if it issues any shares
      of Company Common Stock to Danskin pursuant to the Purchase Agreement, it shall
      grant to the Holder the registration rights set forth below with respect to
      the
      shares so issued (the “Earn-Out Shares”), together with any securities issued in
      exchange for or in replacement of such Earn-Out Shares, and any securities
      issued by way of any stock split, reverse stock split, recapitalization, or
      other similar transaction affecting such Earn-Out Shares (collectively, the
      “Registrable Securities”).

     

    NOW,
      THEREFORE,
      intending to be legally bound, the parties hereto agree as follows:

     

    1.  Registration.

     

    (a)  If
      (i)
      the License Event (as defined in the Purchase Agreement) occurs prior to
      September 30, 2007 and (ii) the Company issues Earn-Out Shares as a result
      thereof, then as promptly as practicable (but, except as otherwise provided
      herein, not later than twenty (20) calendar days) following the issuance of
      the
      Earn-Out Shares, the Company shall prepare and file with the Securities and
      Exchange Commission (the “Commission”), at the sole expense of the Company
      (except as hereinafter provided), in respect of the aggregate number of
      Registrable Securities issued pursuant to the Purchase Agreement, a registration
      statement so as to permit a public offering and resale of such Registrable
      Securities until,
      subject to the terms and provisions of this Agreement, the earlier of the date
      when (i) all the Registrable Securities covered by the registration
      statement have been sold pursuant thereto or otherwise or (ii) the
      Registrable Securities may be publicly sold without volume restrictions under
      Rule 144(k) (or any similar provisions then in force) of the Securities Act
      of
      1933 as amended (the “Act”), as determined by the counsel to the Company
      (collectively, the “Effectiveness Period”). The
      registration statement shall be on any form the Company is eligible to use
      to
      register for resale the Registrable Securities. The Company shall thereafter
      use
      commercially reasonable efforts to cause such registration statement filed
      pursuant to this Section to become effective as soon as reasonably practicable
      thereafter.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Subject
      to the terms and conditions hereof, if any Registrable Securities are issued
      after calendar year 2009 and are not registered for resale pursuant to the
      registration statement described in Section 1(a), and the registration statement
      described in Section 1(a) has been declared effective by the Commission, then,
      within twenty (20) calendar days following the issuance of such additional
      Registrable Securities, the Company shall prepare and file with the Commission,
      at the sole expense of the Company (except as hereinafter provided), in respect
      of the aggregate number of Registrable Securities then issued, as well as any
      other Registrable Securities which may thereafter be issued, pursuant to the
      Purchase Agreement but not yet registered, a registration statement so as to
      permit a public offering and resale of such Registrable Securities for
      the
      Effectiveness Period for such Registrable Securities. In
      the
      event a registration statement is filed pursuant to this subparagraph (b) and
      then-applicable law or then-current interpretations by the Commission’s staff
      prohibit the inclusion therein of any such Registrable Securities not then
      issued, then, within twenty (20) calendar days following the issuance of such
      additional Registrable Securities, the Company shall prepare and file with
      the
      Commission, at the sole expense of the Company (except as hereinafter provided),
      in respect of the aggregate number of Registrable Securities then issued
      pursuant to the Purchase Agreement but not yet registered, a registration
      statement so as to permit a public offering and resale of such Registrable
      Securities for the Effectiveness Period for such Registrable Securities. Subject
      to the terms and conditions hereof, if any Registrable Securities are thereafter
      issued and are not registered for resale pursuant to any registration statement
      described in this Agreement, then, within twenty (20) calendar days following
      the issuance of such additional Registrable Securities, the Company shall
      prepare and file with Commission, at the sole expense of the Company (except
      as
      hereinafter provided), in respect of the aggregate number of Registrable
      Securities then issued a registration statement so as to permit a public
      offering and resale of such Registrable Securities for the Effectiveness Period
      for such Registrable Securities. Any such registration statement shall be on
      any
      form the Company is eligible to use to register for resale the Registrable
      Securities. The Company shall thereafter use commercially reasonable efforts
      to
      cause any such registration statement filed pursuant to this Section to become
      effective as soon as reasonably practicable thereafter.

     

    (c)  Notwithstanding
      the foregoing, if the Company shall furnish to Holder a certificate signed
      by an
      officer of the Company stating that in the good faith judgment of the Board
      of
      Directors of the Company, because of current circumstances (including, but
      not
      limited to, the unavailability of financial information for an acquired business
      or the Company’s most recently ended fiscal year or quarter), it would be
      seriously detrimental to the Company and its shareholders for any such
      registration statement to be filed and it is therefore essential to defer the
      filing of such registration statement, the Company shall have the right to
      defer
      taking action with respect to such filing for a period of not more than
      forty-five (45) days; provided, however, that the Company may not utilize this
      right more than once in any twelve (12) month period.

     

    (d)  Nothing
      herein contained shall require the Company or any Company subsidiary to undergo
      an audit, other than in the ordinary course of business.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    2.  Covenants
      of the Company.
      The
      Company hereby covenants and agrees as follows:

     

    (a)  Not
      less
      than two business days prior to the filing of any registration statement
      contemplated hereby or any related prospectus or any amendment or supplement
      thereto, the Company shall furnish to the Holder copies of all such documents
      proposed to be filed for review by the Holder and counsel to the Holder prior
      to
      such proposed date of filing.

     

    (b)  The
      Company shall use commercially reasonable efforts to prepare and file with
      the
      Commission such amendments, including post-effective amendments, to any
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to cause the registration statement to become and keep the
      registration statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period.

     

    (c)  The
      Company shall notify the Holder as promptly as practicable: (A)(1) when a
      prospectus or any prospectus supplement or post-effective amendment to any
      registration statement is proposed to be filed; and (2) with respect to the
      registration statement or any post-effective amendment, when the same has become
      effective; (B) of any request by the Commission or any other Federal or
      state governmental authority for amendments or supplements to the registration
      statement or prospectus; (C) of the issuance by the Commission of any stop
      order suspending the effectiveness of the registration statement covering any
      or
      all of the Registrable Securities or the initiation of any proceedings for
      that
      purpose; (D) of the receipt by the Company of any notification with respect
      to the suspension of the qualification or exemption from qualification of any
      of
      the Registrable Securities for sale in any jurisdiction, or the initiation
      or
      threatening of any proceeding for such purpose; and (E) of the occurrence
      of any event or passage of time that makes the financial statements included
      in
      the registration statement ineligible for inclusion therein or any statement
      made in the registration statement or prospectus or any document incorporated
      or
      deemed to be incorporated therein by reference untrue in any material respect
      or
      that requires any revisions to the registration statement, prospectus or other
      documents so that, in the case of the registration statement or the prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.

     

    (d)  Prior
      to
      any public offering of Registrable Securities, the Company shall use
      commercially reasonable efforts to register or qualify or cooperate with the
      Holder in connection with the registration or qualification (or exemption from
      such registration or qualification) of such Registrable Securities for offer
      and
      resale under the securities or Blue Sky laws of such jurisdiction within the
      United States reasonably requested by Holder, to keep each such registration
      or
      qualification (or exemption therefrom) under Section 1 hereof effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by any registration statement; provided, that
      the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified, subject the Company to any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    (e)  The
      Company shall cooperate with the Holder to facilitate the timely preparation
      and
      delivery of certificates representing Registrable Securities to be delivered
      to
      a transferee pursuant to any registration statement, and to enable such
      Registrable Securities to be in such denominations and registered in such names
      as any such persons may request.

     

    (f)  The
      Company will pay all costs, fees and expenses in connection with any
      registration statement filed pursuant to Section 1 hereof, including,
      without limitation, all registration and filing fees, the Company’s legal and
      accounting fees, printing expenses and blue sky fees and expenses; provided,
      however, that the Holder shall be solely responsible for the fees of any counsel
      and other experts retained by the Holder in connection with such registration
      and any transfer taxes or underwriting discounts, selling commissions or selling
      fees applicable to the Registrable Securities sold by the Holder pursuant
      thereto.

     

    (g)  The
      Company shall use commercially reasonable efforts to list the Registrable
      Securities covered by such registration statement with each securities exchange
      or interdealer quotation system or other market on which similar securities
      of
      the Company are then listed.

     

    3.  Acknowledgements
      and Covenants of the Holder.

     

    (a)  The
      Holder, upon receipt of notice from the Company that an event described in
      Section 2(c)(B) through (E) occurred which requires a post-effective amendment
      to a registration statement or a supplement to the prospectus included therein,
      shall promptly discontinue the sale of Registrable Securities until the Holder
      receives a copy of a supplemented or amended prospectus from the Company, which
      the Company shall provide as soon as practicable after such notice. If such
      event occurred during the Effectiveness Period, the Company shall use
      commercially reasonable efforts to file and have declared effective any such
      post-effective amendment as soon as possible.

     

    (b)  The
      obligations of the Company under this Agreement with respect to the Registrable
      Securities are expressly conditioned on the Holder’s furnishing to the Company
      such appropriate information concerning the Holder, the Registrable Securities
      and the terms of the Holder’s offering of such Registrable Securities as the
      Company may reasonably request.

     

    4.  Termination
      of Registration Rights.
      Notwithstanding the foregoing provisions, the Company’s obligation to register
      the Registrable Securities under this Agreement shall terminate as to any
      particular Registrable Securities (a) when such Registrable Securities have
      been sold in an offering registered under the Act; (b) when such
      Registrable Securities shall have been otherwise transferred, new certificates
      for them not bearing a legend restricting further transfer shall have been
      delivered by the Company and subsequent public distribution of them shall not
      require registration under the Act; (c) when such securities shall have ceased
      to be outstanding; or (d) when a written opinion, to the effect that such
      Registrable Securities may be sold without registration under the Act or
      applicable state law and without restriction as to the quantity and manner
      of
      such sales, shall have been received from counsel for the Company.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    5.  Indemnification.

     

    (a)  The
      Company shall indemnify, defend and hold harmless the Holder, each of its
      directors, officers, employees, and any person who controls Holder within the
      meaning of Section 15 of the Act from and against any and all losses,
      claims, damages and liabilities (including, without limitation, any reasonable
      legal fees or other fees or expenses reasonably incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action) caused by or arising out of any untrue statement or alleged untrue
      statement of a material fact contained in any registration statement or
      prospectus or any amendment or supplement thereto included therein or caused
      by
      or arising out of any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      in light of the circumstances in which they are made not misleading, except
      insofar as such losses, claims, damages or liabilities are caused by any such
      untrue statement or alleged untrue statement or omission or alleged omission
      based upon information furnished or required to be furnished in writing to
      the
      Company by the Holder expressly for use therein; provided, however, that the
      Company shall not be liable to indemnify the Holder insofar as such losses,
      claims, damages, liabilities or actions are (i) caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon
      information relating to the Holder furnished to the Company in writing by Holder
      expressly for use therein, (ii) based upon Holder’s failure to provide the
      Company with a material fact relating to the Holder which is required to be
      included in the registration statement or necessary to make a statement in
      the
      registration statement not be misleading, (iii) relating to sales of
      Registrable Securities by Holder to the person asserting any such losses,
      claims, damages, liabilities or actions if such person was not sent or given
      a
      prospectus by or on behalf of the Holder, if required by law so to have been
      delivered, at or prior to the written confirmation of the sale of the
      Registrable Securities to such person, and if the prospectus (as so amended
      or
      supplemented) would have cured the defect giving rise to such losses, claims,
      damages or liabilities, unless such failure is the result of noncompliance
      by
      the Company or (iv) based upon the Holder’s use of a prospectus during a period
      when the Holder has been notified that the use of the prospectus has been
      suspended. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of Holder, and any directors, officers,
      participating person, or controlling person thereof, and shall survive the
      transfer of such Registrable Securities by Holder. The Holder shall at the
      same
      time indemnify the Company, its directors, each officer signing a registration
      statement and each person who controls the Company within the meaning of Section
      15(d) of the Act from and against any and all losses, claims, damages and
      liabilities caused by or arising out of related to the matters listed in clauses
      (i) - (iv) of the first sentence of this Section 5(a) of the Company’s
      indemnification to the Holder above.

     

    (b)  If
      for
      any reason the foregoing indemnity is unavailable, or is insufficient to hold
      harmless any indemnitee, then the indemnitor shall contribute to the amount
      paid
      or payable by the indemnitee as a result of such losses, claims, damages,
      liabilities, or expenses (i) in such proportion as is appropriate to
      reflect the relative benefits received by the indemnitor on the one hand and
      the
      indemnitee on the other from the registration, or (ii) if the allocation
      provided by clause (i) above is not permitted by applicable law, or
      provides a lesser sum to the indemnitee than the amount hereinafter calculated,
      in such proportion as is appropriate to reflect not only the relative benefits
      received by the indemnitor on the one hand and the indemnitee on the other
      but
      also the relative fault of the indemnitor and the indemnitee as well as any
      other relevant equitable considerations. The relative fault of the Company
      and
      the Holder shall be determined by reference to, among other things, whether
      the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the Company
      or by the Holder and the parties’ relative intent, knowledge, access to
      information, and opportunity to correct or prevent such statement or omission.
      Notwithstanding the provisions of this Section 5(b), in no event shall the
      Company be required to contribute any amount of any damages that the Holder
      has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (c)  Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 5(a), such person (the “Indemnified Party”) shall, if a claim in respect
      thereof is to be made against any other person for indemnification hereunder,
      notify such other person (the “Indemnifying Party”) in writing of the loss,
      claim, judgment, damage, liability or action; provided, however, that the
      failure by the Indemnified Party to notify the Indemnifying Party shall not
      relieve the Indemnifying Party from any liability which the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is actually prejudiced by such failure. If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the Indemnified Party, then the Indemnifying Party shall be
      entitled to participate in such claim or action, and, to the extent that it
      wishes, jointly with all other Indemnifying Parties, to assume control of the
      defense thereof with counsel satisfactory to the Indemnified Party. After notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      control of the defense of such claim or action, the Indemnifying Party shall
      not
      be liable to the Indemnified Party for any legal or other expenses subsequently
      incurred by the Indemnified Party in connection with the defense thereof other
      than reasonable costs of investigation; provided, however, that in any action
      in
      which both the Indemnified Party and the Indemnifying Party are named as
      defendants, the Indemnified Party shall have the right to employ separate
      counsel (but no more than one such separate counsel) to represent the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, consent to entry of judgment or effect any
      settlement of any claim or pending or threatened proceeding in respect of which
      the Indemnified Party is or could have been a party and indemnity could have
      been sought hereunder by such Indemnified Party, unless such judgment or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

     

    6.  Governing
      Law.

     

    (a)  This
      Agreement shall be governed by and interpreted and enforced in accordance with
      the laws of the State of New York, without giving effect to any choice of law
      or
      conflict of laws rules or provisions (whether of the State of New York or any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New York.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (b)  Each
      of
      the Company and the Holder hereby irrevocably and unconditionally consents
      to
      submit to the exclusive jurisdiction of the courts of the State of New York
      and
      of the United States of America located in the County of New York, State of
      New
      York (the “New York Courts”) for any litigation arising out of or relating to
      this Agreement and the transactions contemplated hereby (and agrees not to
      commence any litigation relating thereto except in such courts), waives any
      objection to the laying of venue of any such litigation in the New York Courts
      and agrees not to plead or claim that such litigation brought in any New York
      Courts has been brought in an inconvenient forum.

     

    7.  Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed duly given when delivered by hand or mailed by
      express, registered or certified mail, postage prepaid, return receipt
      requested, as follows:

     

    
      	 	
              If
                to the Company, at:

            
	 	 
	 	
              Iconix
                Brand Group Inc.

              1450
                Broadway, 4th
                Floor

              New
                York, New York 10018

              Attn:
                Neil Cole, CEO

            
	 	 
	 	
              with
                a copy of the same to:

            
	 	 
	 	
              Blank
                Rome LLP

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                Robert J. Mittman, Esq.

            
	 	 
	 	
              If
                to the Holder, at:

            
	 	
              Danskin,
                Inc.

              530
                Fifth Avenue

              New
                York, New York 10018

              Attn:
                Margie B. Pritchard, Esq.

            
	 	
              with
                a copy of the same to:

            
	 	 
	 	
              Dechert,
                LLP

              30
                Rockefeller Plaza

              New
                York, NY 10112

              Att:
                Gerald Adler, Esq.

            


    

     

    or
      such
      other address as has been indicated by either party in accordance with a notice
      duly given in accordance with the provisions of this Section.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    8.  Amendment.
      This
      Agreement may only be amended by a written instrument executed by the Company
      and the Holder.

     

    9.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof, and supersedes all prior agreements and
      understandings of the parties, oral and written, with respect to the subject
      matter hereof.

     

    10.  Assignment;
      Benefits.
      The
      Holder may not assign it rights hereunder without the prior written consent
      of
      the Company.

     

    11.  Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement.

     

    12.  Severability.
      Any
      provision of this Agreement which is held by a court of competent jurisdiction
      to be prohibited or unenforceable in any jurisdiction(s) shall be, as to such
      jurisdiction(s), ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions of this Agreement
      or affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    13.  Execution
      in Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      document.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto on the date first above written.

     

    
      	 	 	 
	 	
              ICONIX
                BRAND GROUP, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Neil
              Cole
	 	Name: 	
              

               Neil
                Cole

            
	 	Title: 	 President and
              CEO


    

    
       

      
        	 	 	 
	 	
                DANSKIN,
                  INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ Donald
                Schupak
	 	Name: 	
                

                 Donald
                  Schupak

              
	 	Title: 	 Chairman


      

    

    


     

    [SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT]

    


    
      
         

      

      
        -9-