Investor Rights Agreement (this “Agreement”)
made as of May 9, 2008 by and between I.C.
Isaacs & Company, Inc.,
Delaware corporation (the “Company”),
the entities and persons listed on the Schedule of Investors attached hereto
Exhibit A (collectively the “Investors”
each individually an “Investor”).
the Company and the Investors (or Affiliates thereof) are parties to the Stock
Purchase Agreement of even date herewith (the “Purchase
pursuant to which the Company has agreed to issue, and the Investors have agreed
to buy, shares of the Company’s Common Stock, on the terms and subject to the
conditions set forth in the Purchase Agreement; and
the Purchase Agreement requires, as a condition to closing the issuance and
of the shares of Common Stock, that the parties hereto enter into this
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Investors hereby agree as follows: