AGREEMENT

AGREEMENT, dated as of the 2nd day of June 2006, by and among Iconix Brand Group, Inc., f/k/a/ Candie’s, Inc., a Delaware corporation (the “Company”), UCC Consulting Corp, a New York corporation (“Consulting”), D’Loren Realty LLC d/b/a Content Holdings, a New York limited liability company (“Content”), Robert D’Loren, an individual (“D’Loren”) and James Haran, an individual (“Haran” and along with Consulting, Content and D’Loren, the “Consulting Parties”).

W I T N E S S E T H:

WHEREAS, the Company and Consulting entered into an exclusive investment banking agreement dated June 7, 2005, along with a mutual confidentiality and non-disclosure agreement contemplated thereby (collectively the “Advisory Agreement”); and

WHEREAS, pursuant to the Advisory Agreement, the Company engaged Consulting as the exclusive advisor to the Company for any proposed acquisition transactions in the apparel or footwear industries (“Acquisitions”) or debt financings related to any Acquisition (“Financings”) undertaken by the Company for the term of the Advisory Agreement; and

WHEREAS, during the term of the Advisory Agreement, the Company has, with the advice and assistance of Consulting, completed Acquisitions of or relating to the Joe Boxer, Rampage and Mudd brands (the “Completed Acquisitions”); and

WHEREAS, as a result of the Completed Acquisitions (i) Consulting Parties’ rights to purchase One Million (1,000,000) shares of the Company’s common stock, par value $.001 per share (the “Warrant Shares”), pursuant to the Stock Purchase Warrant dated June 7, 2005 (the “June 2005 Warrant”) have fully vested in accordance with the terms of the Advisory Agreement and the June 2005 Warrant and (ii) the Company has registered the Warrant Shares for resale pursuant to that Amendment No. 1 to the Company’s Registration Statement on Form S-3, which Amendment No. 1 was filed with the Securities and Exchange Commission on October 11, 2005; and

WHEREAS, the Company, Consulting and the Consulting Parties wish to terminate the Advisory Agreement and provide for certain consideration related to acquisition services for the Mossimo Acquisition (as defined in paragraph 2 hereof), in consideration of and conditioned upon, the terms of this Agreement (this “Agreement”) and the equity-related instruments contemplated hereby.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

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1. Termination of the Advisory Agreement. Upon the execution and delivery of this Agreement, the Advisory Agreement shall be terminated in its entirety and be of no further force or effect, except for the continuing obligations with respect to the Advisory Agreement described in Sections 2(c) and 5(c) below.

(a) The Company shall pay to Consulting an acquisition related services fee (the “Acquisition Fee”) of Two Million Five Hundred Thousand Dollars ($2,500,000), which shall be payable upon the completion of the acquisition by the Company (or any of its affiliates) of Mossimo, Inc. (or its affiliates) (the “Mossimo Acquisition”). The payment of the Acquisition Fee shall be made on the closing date of the Mossimo Acquisition, at the option of the Company, either (i) in immediately available funds with respect to the entire Acquisition Fee or (ii) in immediately available funds with respect to an amount of not less than Two Million Dollars ($2,000,000) with the balance thereof, plus interest accrued on such balance from the closing date of the Mossimo Acquisition, at the rate of six (6%) percent per annum, payable on October 31, 2006, as evidenced by a promissory note, in the form of note attached hereto as Exhibit A (the “Note”). The parties agree and acknowledge that Consulting has heretofore fully discharged its obligations under the Advisory Agreement with respect to Mossimo, Inc.

(b) Upon execution and delivery of this Agreement and in consideration for the above referenced services, the Company shall also issue and deliver to Consulting’ designees listed on Schedule A hereto warrants to purchase Two Hundred Fifty Thousand (250,000) shares of the Company’s common stock, $.001 par value per share (the “New Warrant Shares”) at an exercise price equal to the average closing price of the Company’s Common Stock on the Nasdaq National Market during the five (5) trading days ending prior to the date hereof (the “New Warrants”). The New Warrants shall be in form and substance identical to the June 2005 Warrants, except that the New Warrants shall not be transferable and shall become fully vested and exercisable upon the consummation of the Mossimo Acquisition.

(c) Nothing in this Agreement shall be construed to effect in any way (i) Consulting’s rights to indemnification under Section 7 of the Advisory Agreement or (ii) subject to Sections 2(d) and 4(a) hereof, the parties’ agreement to maintain confidentiality under Section 7 of the Advisory Agreement. In addition, nothing in this Agreement shall be construed to affect any ongoing obligations of the Company to Consulting Parties or any of its officers, directors, affiliates, permitted transferees, successors or assigns with respect to the registration rights contained in the June 2005 Warrants or the New Warrants.

(d) Nothing herein shall be construed to require any additional services to be performed by Consulting or any of its officers, directors or affiliates, or to impose any limitations or restrictions on the future business activities of Consulting or any of its officers, directors, successors, assigns or affiliates, under the Advisory Agreement or otherwise.

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(a) Representations and Warranties of the Company. The Company hereby represents and warrants that (i) this Agreement, the Note and the New Warrants have been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, (ii) the Company has not assigned any claim of any kind against any of the Consulting Parties to any third party, (iii) no consent of any third party is required for the execution, delivery and performance of this Agreement by the Company and (iv) a sufficient number of New Warrant Shares have been reserved for issuance upon the conversion of the New Warrants.

(b) Representations and Warranties of Consulting. Consulting hereby represents and warrants that: (i) this Agreement has been duly authorized, executed and delivered by Consulting and is the valid and binding obligation of Consulting, enforceable against Consulting in accordance with its terms, (ii) Consulting has not assigned any claim of any kind against the Company to any third party and (iii) no consent of any third party is required for the execution, delivery and performance of this Agreement by Consulting.

(a) Covenants of the Company. The Company hereby acknowledges and agrees that Consulting has, from time to time in the performance of its duties under the Advisory Agreement, introduced the Company to potential Acquisition targets (the “Targets”) and to potential sources of capital for proposed Financings. The Company acknowledges that Consulting is, and during the term of the Advisory Agreement has been, engaged in the business of financial advising and consulting and that in such business it has developed relationships with a myriad of potential Targets and potential sources of Financings. The Company shall in no way interfere with nor take any action or omit to take any action which would adversely affect any existing or potential business relationships of Consulting or to disparage the business reputation of Consulting or any of its officers, directors, employees or affiliates.

Furthermore, the Company shall use its best efforts to take, or cause to be taken, all actions requested by Consulting or any of its permitted transferees, successors or assigns to secure the benefits intended to be conveyed by this Agreement, the Warrants and the New Warrants, including without limitation, the rights, if any, to assign and transfer any June 2005 Warrants, New Warrant, Warrant Shares or New Warrant Shares or registration rights with respect thereto.

(b) Covenants of Consulting. Consulting shall in no way take any action that could reasonably be construed to disparage the business reputation of the Company or any of its officers, directors, employees or affiliates, nor will it solicit any current or former employees of the Company or its affiliates.

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(a) Releases by Consulting. Effective as of the date of this Agreement, except to the extent otherwise set forth in Section 5(c) below, Consulting for itself and for each of its past and present agents, officers, directors, employees, attorneys, shareholders, parents, subsidiaries, and each of their respective legal or business entities, insurers, successors and assigns, (the “Consulting Releasing Parties”) hereby jointly and severally, voluntarily release and forever discharges the Company and each of its affiliates, parents, subsidiaries, officers, directors, stockholders, employees, agents, attorneys, accountants and other advisors, and the heirs, executors and administrators, if applicable, and the predecessors, successors or assigns of each of the foregoing (collectively the “Company Released Parties”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands of any nature whatsoever (“Claims”), in law or equity, which against any of the Company Released Parties, any or all of the Consulting Releasing Parties ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof arising out of or relating to the Advisory Agreement or its termination.

(b) Release by the Company. Effective as of the date of this Agreement, except to the extent otherwise set forth in Section 5(c) below, the Company for itself and for each of its past and present agents, officers, directors, employees, attorneys, shareholders, parents, subsidiaries, and each of their respective legal or business entities, insurers, successors and assigns, (the “Company Releasing Parties”) hereby jointly and severally, voluntarily release and forever discharges the Consulting Parties and each of its affiliates, parents, subsidiaries, officers, directors, stockholders, employees, agents, attorneys, accountants and other advisors, and the heirs, executors and administrators, if applicable, and the predecessors, successors and assigns of Consulting and each of the foregoing (collectively the “Consulting Released Parties”) from all Claims in law or equity, which against any of the Consulting Released Parties, any or all of the Company Releasing Parties ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof arising out of or relating to the Advisory Agreement or its termination.

(c) Exceptions, Indemnification. Notwithstanding anything contained in this Section 5 to the contrary, this Section 5 shall not apply to any Claims arising out of breach of the obligations contained in this Agreement (including without limitation breaches of those provisions of the Advisory Agreement that survive pursuant to Section 2(c) above as well as obligations under the June 2005 Warrants and the New Warrants) or fraud. Each of the Company and Consulting hereby agree to indemnify and hold the other harmless from any and all loses, liabilities, expenses and costs (including reasonable attorneys’ fees and expenses) arising out of, resulting from, or relating to (i) any breach of any representation or warranty made herein by such indemnifying party or (ii) any breach of any covenant or agreement made by such indemnifying party herein.

 

(d) Waiver and Bar. In providing the release included in this Section 5, each of the parties acknowledges and intends (on behalf of itself and all other persons on whose behalf the release is being given) that it shall be effective as a bar to each and every one of the Claims mentioned in or implied by the foregoing releases. The parties expressly consent that the releases shall be given full force and effect according to each and all of their express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims, if any), as well as those relating to any other Claims mentioned in or implied by the foregoing releases. The parties acknowledge and agree that this waiver is an essential and material term of the releases and that without such waiver the parties would not have agreed to the terms of this Agreement. The parties further agree that in the event a claim is brought in violation of the foregoing releases, they shall serve as a complete defense to such Claims.

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All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given or made as of the date delivered or mailed if delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses set forth below:

If to the Company:

Iconix Brand Group, Inc.

1450 Broadway, 4th Floor

New York, New York 10018

Attn: Neil Cole, CEO

With a copy to:

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attn: Robert J. Mittman, Esq.

Fax: (212) 885-5001

If to Consulting to:

UCC Capital Corp.

1330 Avenue of the Americas, 40th Floor

New York, NY 10019

Attention: Robert W. D'Loren

Fax: 212 ###-###-####

 

with a copy to:

Littman Krooks LLP

655 Third Avenue, 20th Floor

New York, NY 10017

Attention: Mitchell C. Littman, Esq.

Fax: 212 ###-###-####

 

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7. Press Release. None of the parties hereto will make any voluntary public statements or press releases without showing the other such proposed release prior to it being publicized, and obtaining the other’s approval.

8. 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.

9. Choice of Law/Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York without reference to its conflicts of laws provisions.

10. Further Assurances. The Parties hereto agree to, at their own expense, execute and deliver such other instruments of conveyance, transfer or termination and take such other actions as any other party may reasonably request, including obtaining the signatures of parties not Party to this Agreement, in order to more effective consummate the transactions contemplated hereby.

11. Amendment. This Agreement may only be modified by a written instrument, which is executed by each of the parties hereto.

12. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of this Agreement or any other term or condition hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto agree that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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 of this Agreement.

14. Binding Effect; Benefit. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and assigns.

15. Counterparts and Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. For purposes of this Agreement signatures received by facsimile shall have the same force and effect as original signatures.

 

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

ICONIX BRAND GROUP, INC.

By: /s/ Neil Cole                                     

 Neil Cole

 President and CEO

UCC CONSULTING CORP.

By: /s/ Robert W. D’Loren                     

 Robert W. D’Loren

 President and CEO

 

CONTENT HOLDINGS

By: /s/ Robert W. D’Loren                         

 Robert W. D’Loren

 Operating Manager

 Robert D’Loren

 James Haran

6/7/2006

 

EXHIBIT A - FORM OF NOTE

 

Content Holdings	225,000 shares
James Haran	25,000 shares