Exhibit
      10.1

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    Registration
      Rights Agreement
      (this
“Agreement”), dated as of March 30, 2007, by and between Iconix Brand Group,
      Inc., a Delaware corporation (the “Company”), and Rocawear Licensing LLC, a New
      Jersey limited liability company (“Rocawear” and together with any permitted
      assignees of Rocawear’s rights hereunder, the “Holder”).

     

    RECITALS

     

     

    WHEREAS,
      the
      Company has executed an Asset Purchase Agreement dated as of March 6, 2007
      (the
“Purchase Agreement”), by and among Rocawear, the Company and each of Arnold
      Bize, a/k/a Alex Bize, Shawn Carter and Naum Chernyavsky, a/k/a Norton Cher
      (collectively, the “Principals”), pursuant to which the Company has purchased
      certain assets of Rocawear; 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 Rocawear, 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 Rocawear 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
      the
      Company issues Earn-Out Shares, then as promptly as practicable (but, except
      as
      otherwise provided herein, not later than twenty (20) calendar days) following
      each such 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 sale
      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 practicable
      thereafter.

     

    
      
         

      

      
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    (b) 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.

     

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

     

    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 amendment or post-effective amendment or supplement
      to such registration statement or the prospectus used in connection therewith
      or
      any other documents proposed to be filed in connection with such registration,
      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, provided that the Company shall not file any
      registration statement or any other amendment or post-effective amendment or
      supplement to such registration statement or the prospectus used in connection
      therewith to which such Holder’s counsel shall have reasonably objected on the
      grounds that such registration statement, amendment, supplement or prospectus
      does not comply in all material respects with the requirements of the Act or
      of
      the rules and regulations promulgated thereunder.

     

    (b) The
      Company shall furnish to each Holder such number of copies, without charge,
      of
      any registration statement, each amendment and supplement thereto, including
      each preliminary prospectus, final prospectus, all exhibits and other documents
      filed therewith and such other documents as such Holder shall reasonably
      request, including in order to facilitate such Holder’s disposition of the
      Registerable Securities.

     

    (c) The
      Company shall use commercially reasonable efforts to prepare and file with
      the
      Commission such amendments, including post-effective amendments and supplements,
      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.

     

    
      
         

      

      
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    (d) 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 (and shall promptly provide the Holder with copies
      of
      any such requests); (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, 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
      sale 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.

     

    (f) 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.

     

    (g) 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.

     

    
      
         

      

      
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    (h) 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.

     

    (i) With
      a
      view to making available to the Holders of Registrable Securities the benefits
      of Rule 144 (or its successor rule) under the 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) timely make and keep public information available, as those
      terms are understood and defined in Rule 144 under the 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 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 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 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 Securities Exchange Act of
      1934,
      as amended, 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.

     

    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.

     

    
      
         

      

      
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    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; provided, however, that each Holder’s
      indemnification obligations under this Section 5(a) shall be limited to the
      aggregate amount of proceeds received by such Holder in connection with its
      disposition of Registrable Securities under such registration statement or
      prospectus or amendment or supplement thereto minus any amounts actually paid
      by
      such Holder in respect of any indemnification or contribution obligation
      hereunder.

     

    
      
         

      

      
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    (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.
      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.

     

    (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.

     

    
      
         

      

      
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    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.

     

    (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:

            
	
              Rocawear
                Licensing LLC

              1411
                Broadway

              New
                York, New York 10018

              Attn:
                [_______________]

            
	
              with
                a copy of the same to:

            
	
               

            
	
              Kramer
                Levin Naftalis & Frankel LLP

              1177
                Avenue of the Americas

              New
                York, New York 10036

              Attn:
                Howard J. Rothman

            


    

     

    
      
         

      

      
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    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.

     

    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, other than in connection with the transfer of the Registrable
      Securities (or portion thereof) by any Holder in accordance with the terms
      of
      the Purchase Agreement, in each such case, whether or not an express assignment
      will have been made, the provisions of this Agreement which are for the benefit
      of the Holders of the Holders of the Registrable Securities (or any portion
      thereof) as such will be for the benefit of and enforceable by any subsequent
      holder of the Registrable Securities (or such portion thereof). 

     

    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.
      In
      case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby provided
      that the essential terms and conditions of this Agreement for the parties remain
      valid, binding and enforceable; provided,
      further,
      that
      the economic and legal substance of the transactions contemplated by this
      Agreement are not affected in any manner materially adverse to any party. In
      event of any such determination, the parties agree to negotiate in good faith
      to
      modify this Agreement to fulfill as closely as possible the original intents
      and
      purposes hereof. To the extent permitted by law, the parties hereby to the
      same
      extent waive any provision of law that renders any provision hereof prohibited
      or unenforceable in any respect.

     

    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.
      Facsimile or other electronic transmission of any signed original counterpart
      and/or retransmission of any signed facsimile or other electronic transmission
      shall be deemed the same as the delivery of an original.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
         

      

      
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    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
	 	
              
Title:
              President and CEO
	 	 


    

    
       

      
        	 	 	 
	 	
                ROCAWEAR
                  LICENSING, LLC

              
	 
 	 
 	 
 
	 	By:  	/s/ Ronald DeMichael
	 	
                
                  

                

                Name: Ronald DeMichael

                Title: Chief Financial Officer

              
	 	 




    

    


     

     

     

    


     

    


     

    [SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT]

    


    


    


    
      
         

      

      
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