Exhibit
      10.1

    


    EXECUTION
      VERSION

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    Registration
      Rights Agreement
      (this
“Agreement”), dated as of October 31, 2006, by and among Iconix Brand Group,
      Inc., a Delaware corporation (the “Company”), Edwin Lewis and Mossimo Giannulli
      (each, a “Holder”).

    


    RECITALS

    


    WHEREAS,
      the
      Company has entered into an Agreement and Plan of Merger (the “Merger
      Agreement”), with Moss Acquisition Corp., Mossimo Giannulli, and Mossimo, Inc.;


    


    WHEREAS,
      pursuant
      to the Merger Agreement, the Company has prepared and filed with the Securities
      and Exchange Commission (the “Commission”) a registration statement on Form S-4
      in connection with the registration under the Securities Act of 1933, as amended
      (the “Securities Act” or “Act”), of shares (the “Shares”) of the Company’s
      common stock, par value $.001 per share, to be issued to the stockholders of
      Mossimo, Inc., including each Holder (to the extent such Holder at the Effective
      Time of the Merger owns shares of Mossimo, Inc. common stock), in connection
      with the merger of Mossimo, Inc. with and into Moss Acquisition Corp. (the
      “Merger Registration Statement”); and

    


    WHEREAS,
      pursuant
      to the Merger Agreement, the Company has agreed to grant to each Holder the
      registration rights set forth herein with respect to the Shares, any securities
      issued in exchange for or in replacement of the Shares, and any securities
      issued by way of any stock split, reverse stock split, recapitalization, or
      other similar transaction affecting the Shares or any such other securities,
      and
      any shares of the Company’s common stock issued to Holder as “Additional Merger
      Consideration” (collectively, the “Registrable Securities”). 

    


    NOW,
      THEREFORE,
      intending to be legally bound, the parties hereto agree as follows. Capitalized
      terms used but not defined herein have the meanings given to such terms in
      the
      Merger Agreement. 

    


    1. Merger
      Registration Statement.
      The
      Company acknowledges, and agrees to comply with, its obligations in the Merger
      Agreement in respect of the Merger Registration Statement.

    


    2. Piggyback
      Registration.

    


    (a) If,
      at
      any time after the date hereof, the Company proposes to prepare and file with
      the Commission a registration statement on Form S-3 (or any successor form
      thereto) covering only the resale of equity securities of the Company held
      by
      its stockholders, the Company will give written notice of its intention to
      do so
      to the Holders at least ten (10) days prior to the filing of each such
      registration statement. Upon the written request of the Holders, made within
      five (5) days after receipt of the notice, that the Company include any of
      the
      Registrable Securities in the proposed registration statement, the Company
      shall, as to the Holders, use reasonable best efforts to effect the registration
      under the Act of such Registrable Securities which it has been so requested
      to
      register (the “Piggyback Registration”);

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) Notwithstanding
      the provisions of paragraph (a) above, the right to Piggyback Registration
      shall
      not apply, unless the Company otherwise agrees in writing, to any registration
      statement: (i) relating to an underwritten public offering of securities of
      the
      Company; (ii) relating solely to securities of the Company to be offered
      pursuant to (x) an employee benefit plan, or (y) a dividend or interest
      reinvestment plan (including such a plan that has an open enrollment or cash
      investment feature); (iii) relating to securities of the Company to be issued
      for a consideration other than solely cash; (iv) relating to securities of
      the
      Company to be offered solely to existing security holders of the Company,
      through a “rights offering” or otherwise; (v) relating solely to securities of
      the Company to be issued on the exercise of options, warrants and similar
      rights, or on the conversion or exchange of other securities, issued by the
      Company or any other person; (vi) relating to debt securities of the Company,
      including debt securities that are convertible or exchangeable for equity
      securities of the Company; or (vii) that may become effective automatically
      upon
      filing with the Commission pursuant to Rule 462 under the Act or
      otherwise.

    


    (c) Notwithstanding
      the preceding provisions of this Section, the Company shall have the right
      to
      elect not to file or to defer the filing of any proposed registration statement
      or to withdraw the same after the filing but prior to the effective date
      thereof.

    


    3. Demand
      Registration.

    


    (a) At
      any
      time commencing on the first date the prospectus forming a part of the Merger
      Registration Statement is no longer current and available for use by a Holder
      for resales of Registrable Securities because the financial statements included
      in the prospectus forming a part thereof no longer satisfy the requirements
      of
      Section 10(a)(3) of the Securities Act, the Holders may collectively, on one
      occasion only, submit to the Company a joint written notice (the “Demand
      Registration Request”), to have the Company use its reasonable best efforts to
      prepare and file with the Commission, at the sole expense of the Company (except
      as hereinafter provided), in respect of up to the aggregate number of
      Registrable Securities not at such time covered in an effective registration
      statement filed by the Company pursuant to Section 2, a registration statement
      so as to permit a public offering and sale of such Registrable Securities until,
      subject to the terms and provisions of this Agreement, the earlier of the date
      on which: (i) all Registrable Securities covered by such registration statement,
      or other registration statements filed by the Company, have been sold pursuant
      thereto or otherwise lawfully sold without registration under the Securities
      Act; or (ii) all of the remaining Registrable Securities may be publicly sold
      without volume restrictions pursuant to Rule 144(k) under the Securities Act,
      as
      determined by written opinion of counsel to the Company on which Holders are
      expressly entitled to rely (the “Effectiveness Period”).
      The
      registration statement filed following a Demand Registration Request shall
      be on
      any form the Company is eligible to use to register for resale the Registrable
      Securities. The Company shall, upon receipt of a Demand Registration Request,
      use its reasonable best effort to cause to be registered under the Securities
      Act as soon as practicable thereafter all of the Registrable Securities that
      Holders have so requested to be registered.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    (b) Notwithstanding
      any provision in this Agreement to the contrary, if, at the time a Demand
      Registration Request is given to the Company under Section 3 hereof (i) the
      Company is engaged in negotiations with respect to an acquisition, merger,
      financing or other material event which would require the Company to file a
      Form
      8-K in the event that such acquisition, merger, financing or other material
      event is consummated or has otherwise occurred, or (ii) the Company is otherwise
      unable to obtain information required to be included in the registration
      statement to be filed or (iii) in the event the Company shall furnish to the
      Holders a certificate signed by the Chief Executive Officer of the Company
      stating that in the good faith judgment of the Company and its investment banker
      that it would be detrimental to the Company and its stockholders for the Company
      to immediately proceed with a registration statement and it is therefore
      essential to defer the filing of such registration statement or any amendment
      thereto, then, in each such case, the Company will have the right to defer
      such
      filing for a period not to exceed one hundred eighty (180) days from the date
      of
      the Demand Registration Request; provided that the Company shall use its
      reasonable best efforts to cause any registration statement filed pursuant
      to
      this Section 3 to become effective as soon as practicable after such deferral
      period, and provided further that the Company may not delay any registration
      requested pursuant to this Section 3 more than once during any twelve-month
      period. Moreover, if the Company is proceeding with the registration process
      but
      the registration statement is subject to review by the Commission and/or audited
      financial statements for a fiscal year are required to be included but not
      yet
      available, the Company may elect to defer filing for a period not to exceed
      one
      hundred eighty (180) days.

    


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

    


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

    


    (a) In
      accordance with the Securities Act and the rules and regulations promulgated
      thereunder, and subject to the terms and provisions of this Agreement, the
      Company shall use its reasonable best efforts to prepare and file with the
      Commission a registration statement as expeditiously as reasonably
      possible.

    


    (b) Not
      less
      than two business days prior to the filing of a registration statement or any
      related prospectus or any amendment or supplement thereto, furnish to the
      Holders copies of all such documents proposed to be filed which documents will
      be subject to the review of the Holders and the counsel to the
      Holders.

    


    (c) Use
      its
      reasonable best efforts to prepare and file with the Commission such amendments,
      including post-effective amendments, to the registration statement and the
      prospectus used in connection therewith as may be necessary to keep the
      registration statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period in the case of a Demand
      Registration.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    (d) Notify
      the Holders as promptly as practicable: (A)(1) when a prospectus or any
      prospectus supplement or post-effective amendment to a registration statement
      is
      proposed to be filed hereunder; (2) when the Commission notifies the Company
      whether there will be a “review” of such registration statement and whenever the
      Commission comments in writing on such registration statement; and (3) 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 or for additional information; (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.

    


    (e) Prior
      to
      any public offering of Registrable Securities, use its commercially reasonable
      efforts to register or qualify or cooperate with the selling holders in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of all jurisdictions within the United
      States reasonably requested by Holders, to keep each such registration or
      qualification (or exemption therefrom) under this Agreement 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 the 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.

    


    (f) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the registration statement, and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      such
      persons may request.

    


    (g) With
      a
      view to making available to the Holders of Registrable Securities the benefits
      of Rule 144 (or its successor rule) under the Securities Act and any other
      rule
      or regulation of the Commission that may at any time permit such Holders to
      sell
      Registrable Securities to the public without registration, the Company covenants
      and agrees to: (i) make and keep public information available, as those terms
      are understood and defined in Rule 144 under the Securities Act until the
      earlier of: (A) such date as all of the Registrable Securities may be resold
      to
      the public without volume restrictions pursuant to Rule 144(k) under the
      Securities Act or any other rule of similar effect or (B) such date as all
      of
      the Registrable Securities shall have been resold; (ii) file with the Commission
      in a timely manner all reports and other documents required to be so filed
      pursuant to Rule 144(c) under the Securities Act in order to permit the Holders
      of the Registrable Securities to be entitled to transfer the Registrable
      Securities without registration pursuant to Rule 144 under the Securities Act;
      and (iii) furnish to each Holder of Registrable Securities upon request: (A)
      a
      written statement by the Company that it has complied with the reporting
      requirements of the Exchange Act and (B) such other information as may be
      reasonably requested in order to avail such Holder of any rule or regulation
      of
      the Commission that permits the selling of any such Registrable Securities
      without registration.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    (h) The
      Company will pay all costs, fees and expenses in connection with any
      registration statement filed pursuant to this Agreement, 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 Holders shall be solely responsible for the fees of any counsel and other
      experts retained by the Holders 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 Holders pursuant
      thereto.

    


    (i) The
      Company shall use its reasonable best 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.

    


    (j) The
      Company will furnish to each Holder and to his legal counsel, (a) promptly
      after
      a registration statement is filed hereunder with the Commission, one copy of
      the
      registration statement and any amendments thereto, each preliminary prospectus
      and final prospectus and each amendment or supplement thereto; and (b) a number
      of copies of a prospectus, including a preliminary prospectus, and all
      amendments and supplements thereto, and such other documents as each Holder
      may
      reasonably request to facilitate the disposition of the Registrable Securities
      owned by such Holder. The Company will promptly notify each Holder and his
      designated counsel by facsimile or email of the effectiveness of the applicable
      registration statement and any post-effective amendment.

    


    (k) The
      Company will permit Holders’ legal counsel to review the registration statement
      and all amendments and supplements thereto a reasonable amount of time prior
      to
      their filing with the Commission, and will not file any document in a form
      to
      which such counsel reasonably objects, unless otherwise required by law in
      the
      opinion of the Company’s counsel. The sections of any such registration
      statement, including information with respect to each Holder, such Holder’s
      beneficial ownership of securities of the Company or such Holder’s intended
      method of disposition of Registrable Securities, must conform to the information
      provided to the Company by each Holder or his counsel, except for such changes
      resulting from Commission comments. 

    


    (l) At
      the
      joint request of the Holders, the Company will promptly prepare and file with
      the Commission such amendments (including post-effective amendments) and
      supplements to the registration statement, and the prospectus used in connection
      with the registration statement, as may be necessary in order to change the
      plan
      of distribution in a manner reasonably requested by the Holders jointly set
      forth in such registration statement; provided however, such change shall not
      provide for the disposition of the Registrable Securities on the basis of an
      underwritten offering and may be modified as required by the Commission or
      as
      deemed necessary or appropriate by the Company to respond to Commission comments
      or to comply with applicable law.

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    5. Acknowledgements
      and Covenants of the Holders.
      

    


    (a) The
      Holders, upon receipt of notice from the Company that an event has 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 Holders receive a copy of a
      supplemented or amended prospectus from the Company, which the Company shall
      provide as soon as practicable after such notice. The Company shall use
      reasonable best 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 Holders’ furnishing to the Company
      such appropriate information concerning the Holders, the Registrable Securities
      and the terms of the Holders’ offering of such Registrable Securities as the
      Company may reasonably request.

    


    (c) Each
      Holder agrees, if so requested by the Company’s underwriter or managing
      underwriter in connection with a proposed transaction or offering of securities
      of the Company, not to sell, make any short sale of, loan, grant any option
      for
      the purchase of, effect any public sale or distribution of or otherwise dispose
      of, any equity securities of the Company during such period of time and on
      such
      other terms and conditions as may be requested by such underwriter, provided
      that the Chief Executive Officer of the Company has also agreed not to sell,
      make any short sale of, loan, grant any option for the purchase of, effect
      any
      public sale or distribution of, or otherwise dispose of, any equity securities
      of the Company under the circumstances and pursuant to the terms and conditions
      applicable to the Holders.

    


    6. 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 all of the Registrable Securities
      have been sold by each Holder in an offering registered under the Securities
      Act
      or otherwise, or (b) when a written opinion (i) upon which each Holder is
      expressly entitled to rely, and (ii) which states that such Registrable
      Securities may be sold without registration under the Securities 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.

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

       

    

    7. Indemnification.

    


    (a) The
      Company shall indemnify, defend and hold harmless each Holder, each of its
      directors, officers, employees, advisors, attorneys, underwriters, accountants
      and any person who controls such 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 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
      a
      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 such Holder expressly for use therein; provided,
      however, that the Company shall not be liable to indemnify a 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 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) relate 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 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. Each 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 the Securities Act from and against
      any and all losses, claims, damages and liabilities caused by or arising out
      of
      any untrue statement or alleged untrue statement of a material fact contained
      in
      a registration statement or prospectus 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 not
      misleading, in each case, only insofar as such losses, claims, damages or
      liabilities are caused by any untrue statement or alleged untrue statement
      or
      omissions or alleged omission based upon information furnished in writing to
      the
      Company by the Holder expressly for use therein.

    


    (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 each 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 Holders
      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 7(b), in no event shall the Company be required
      to contribute any amount of any damages that a 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 Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    (c) If
      any
      proceeding shall be brought or any claim asserted against any person entitled
      to
      indemnity under Section 7 hereof (an “Indemnified Party”), such Indemnified
      Party promptly shall notify the person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall assume the
      defense thereof, including the employment of counsel reasonably satisfactory
      to
      the Indemnified Party and the payment of all reasonable fees and expenses
      incurred in connection with the defense thereof; provided, however, that the
      failure of any Indemnified Party to give such notice shall not relieve the
      Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
      except (and only) to the extent that the Indemnifying Party has actually
      prejudiced the Indemnifying Party.

    


    (d) An
      Indemnified Party shall have the right to employ separate counsel in any such
      proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Indemnified
      Parties unless: (i) the Indemnifying Party has agreed in writing to pay such
      fees and expenses; (ii) the Indemnifying Party shall have failed promptly to
      assume the defense of such proceeding and to employ counsel reasonably
      satisfactory to such Indemnified Party in any such proceeding; or (iii) the
      named parties to any such proceeding (including any impleaded parties) include
      both such Indemnified Party and the Indemnifying Party, and such Indemnified
      Party shall have been advised by counsel that representation of both parties
      by
      the same counsel would be inappropriate under applicable ethical legal standards
      due to actual or potential interests between them, (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, such counsel
      shall be at the reasonable expense of the Indemnifying Party; provided, however,
      that in no event shall the Indemnifying Party be responsible for the fees and
      expenses of more than one separate counsel). The Indemnifying Party shall not
      be
      liable for any settlement of any such proceeding effected without its written
      consent, which consent shall not be unreasonably withheld. No Indemnifying
      Party
      shall, without the prior written consent of the Indemnified Party, effect any
      settlement of any pending proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such proceeding.

    


    (e) Subject
      to the foregoing, all reasonable fees and expenses of the Indemnified Party
      (including fees and expenses to the extent incurred in connection with
      investigating or preparing to defend such proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within ten (10) business days of written notice thereof to the
      Indemnifying Party, which notice shall be delivered no more frequently than
      on a
      monthly basis (regardless of whether it is ultimately determined that an
      Indemnified Party is not entitled to indemnification hereunder; provided, that
      the Indemnifying Party may require such Indemnified Party to undertake to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that such Indemnified Party is not entitled to indemnification
      hereunder).

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

       

    

    8. 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.

    


    (b) Each
      of
      the Company and each 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.

    


    9. 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,
      NY 10018

    Attn:
      Neil Cole, Chief Executive Officer

    


    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
      Holders, at that address set forth under its name on the signature
      page;

    


    with
      a
      copy of the same to:

    


    Paul,
      Hastings, Janofsky & Walker

    695
      Town
      Center Drive, 17th
      Floor

    Costa
      Mesa, California 92626

    Attn:
      Peter J. Tennyson, Esq.

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

       

    

    ;
      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.

    


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

    


    11. 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.

    


    12. Assignment;
      Benefits.
      The
      Holders may not assign the Holders’ rights hereunder without the prior written
      consent of the Company, which consent may not be unreasonably withheld.
      Notwithstanding the foregoing, a Holder may assign such Holder’s rights
      hereunder to a purchaser which acquires all of such Holder’s Registrable
      Securities in a single transfer. Notwithstanding the foregoing, no rights may
      under any circumstances be transferred in respect of any Contingent Share
      Rights. 

    


    13. 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.

    


    14. 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.

    


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

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    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

              


              Holder:
                MOSSIMO GIANNULLI

              


              


              /s/
                Mossimo
                Giannulli                                       
                

              Signature

              


              Address:
                

              


              Attention:
                

            


    

    
Number
      of
      Registrable Securities: 2,333,100

     

    
      	 	
              Holder:
                EDWIN LEWIS

              


              


              /s/
                Edwin
                Lewis                                                  
                

              Signature

              


              Address:
                

              


              Attention:
                

            


    

     

    Number
      of
      Registrable Securities: 0

    


    [SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT]

    


    
      
         

      

      
        -11-