Unassociated Document


    Exhibit
      10.4

     

    ICONIX
      BRAND GROUP, INC.

     

    FORM
      OF
      GLOBAL SECURITY

     

    


     

    No.
      _____
  Certificate
      for _____________________ Contingent Share Rights

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE MERGER AGREEMENT
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY, WHICH
      MAY BE TREATED BY ICONIX BRAND GROUP, INC. (“ICONIX”) AND ANY AGENT THEREOF AS
      OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

     

    UNLESS
      AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
      SECURITIES OF ICONIX IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES
      REFERRED TO IN THE MERGER AGREEMENT (REFERRED TO ON THE REVERSE HEREOF), THIS
      GLOBAL SECURITY MAY NOT BE TRANSFERRED. 

     

    This
      certifies that Continental Stock Transfer & Trust Company (the “Holder”) is
      the registered holder of the number of Contingent Share Rights set forth above
      for the benefit of the former stockholders of Mossimo, Inc. (the “Mossimo
      Stockholders”). This security entitles the Holder, subject to the provisions
      contained herein and in the Merger Agreement referred to on the reverse hereof,
      to receive shares of common stock of Iconix Brand Group, Inc., a corporation
      organized under the laws of Delaware, in an amount, at the time and in the
      form
      determined pursuant to the provisions set forth on the reverse hereof and as
      more fully set forth in the Merger Agreement, for the benefit of the Mossimo
      Stockholders.

     

    The
      issuance of any shares of common stock pursuant to this security shall be made
      only to the registered Holder of this security. Such issuance shall be made
      in
      the Borough of Manhattan, The City of New York, or at any other office or agency
      maintained by Iconix for such purpose. 

     

    Reference
      is hereby made to the further provisions of this security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place. Unless the certificate of authentication
      hereon has been duly executed by a duly authorized signatory of Iconix by manual
      signature, this security shall not be entitled to any benefit under the Merger
      Agreement, or be valid or obligatory for any purpose.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Iconix Brand Group, Inc. has caused this instrument to be
      duly
      executed.

     

     

    
      	Dated: _________________________ 	 	ICONIX BRAND GROUP, INC. 
	 	 	 
	 	 	By:______________________ 
	 	 	Name:____________________ 
	 	 	Title:
              ____________________ 
	Attest:__________________________	 	 
	
              Authorized
                Signature

            	 	 
	 	 	 


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    This
      security is issued under and in accordance with the Merger Agreement, dated
      as
      of March 31, 2006 (the “Merger Agreement”), by and among Iconix, Mossimo, Inc.,
      Mossimo Giannulli and Moss Acquisition Corp., and the Exchange Agent Agreement
      by and among such parties and Continental Stock Transfer & Trust Company
      (the “Exchange Agent Agreement”), and is subject to the terms and provisions
      contained in such agreements, to all of which terms and provisions the Holder
      of
      this security consents by acceptance hereof. The Merger Agreement and the
      Exchange Agent Agreement are hereby incorporated herein by reference and made
      a
      part hereof. Reference is hereby made to the Merger Agreement and the Exchange
      Agent Agreement for a full statement of the respective rights, limitations
      of
      rights, duties, obligations and immunities thereunder of Iconix, the Exchange
      Agent, the Holder and the Mossimo Stockholders. All capitalized terms used
      in
      this security without definition shall have the respective meanings ascribed
      to
      them in the Merger Agreement. Copies of the Merger Agreement can be obtained
      by
      contacting Iconix. 

     

    On
      or
      before _____________, 2007, Iconix shall issue to the Holder hereof (or if
      such
      day is not a Business Day, without accruing any interest, on the next succeeding
      Business Day) (as the same may be extended, the “Issuance Date”), in respect of
      the Contingent Share Rights represented hereby, the number of shares of Iconix
      common stock, if any, issuable to the Mossimo Stockholders entitled to
      Additional Merger Consideration which share amount is based upon the number
      of
      shares of Mossimo, Inc. common stock held by such Mossimo Stockholder at the
      Effective Time (as defined in the Merger Agreement).

     

    On
      or
      before the Issuance Date, Iconix shall deliver to the Holder hereof, in respect
      of the Contingent Share Rights represented hereby, the amount of cash sufficient
      to pay to each former holder of options to purchase shares of Mossimo, Inc.
      common stock (“Company Options”) an amount of Additional Merger Consideration he
      or she would have received if such holder had exercised his or her Company
      Option prior to the Effective Time.

     

    No
      reference herein to the Merger Agreement and no provision of this Security
      or of
      the Merger Agreement shall alter or impair the obligation of Iconix, which
      is
      absolute and unconditional, to pay any amounts determined pursuant to the terms
      hereof and of the Merger Agreement at the times, place and amount, and in the
      manner, herein prescribed. 

     

    As
      provided in the Merger Agreement, Iconix has no duty or obligation to the Holder
      of this Security or to the Mossimo Stockholders, except as expressly set forth
      herein, in the Merger Agreement or in the Exchange Agent Agreement.