EXECUTION COPY STOCKHOLDERS AGREEMENT This Stockholders Agreement (the "Agreement"), made as of the 18th day of February, 2005, by and among Gosling Partners Inc., a Delaware corporation (the "Company") and the persons listed on Schedule I hereto (the...Stockholders Agreement • September 29th, 2005 • Castle Brands Inc • Delaware
BORROWER: THE ROARING WATER BAY SPIRITS COMPANY (GB) LTD -------- ---------------------------------------------- FACILITY E: OVERDRAFT UBL FACILITY F: LOAN UBL FACILITY G: C&E GUARANTEE UBLLoan Agreement • September 29th, 2005 • Castle Brands Inc
Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of May 2, 2005 (the "Effective Date"), by and between Castle Brands, Inc, a Delaware corporation (the "Company") and Keith A. Bellinger (the "Executive"). In...Employment Agreement • September 29th, 2005 • Castle Brands Inc • New York
EXECUTION COPY SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT dated as of February 18, 2005 by and between Castle Brands Inc., a Delaware corporation (the "Investor") and Gosling Partners Inc., a Delaware corporation ("Company"). WHEREAS, the Company...Subscription Agreement • September 29th, 2005 • Castle Brands Inc • Delaware
Exhibit 10.27 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...Supply Agreement • September 29th, 2005 • Castle Brands Inc
PREMISESOffice Lease • September 29th, 2005 • Castle Brands Inc
SUBLEASESublease • September 29th, 2005 • Castle Brands Inc • New York
FIRST SUPPLEMENTAL TRUST INDENTURETrust Indenture • September 29th, 2005 • Castle Brands Inc
PRIVATE AND CONFIDENTIAL College Green Business Centre ------------------------ P.O. Box 145 The Directors 33 College Green Castle Brands Spirits Company Limited Dublin 2 1st Floor Victoria House Telephone: 01 7025400 Haddington Rd Facsimile: 01...Loan Agreement • September 29th, 2005 • Castle Brands Inc
WITNESSETH:General Security Agreement • September 29th, 2005 • Castle Brands Inc • New York
AUGUST 16, 2005Convertible Note Purchase Agreement • September 29th, 2005 • Castle Brands Inc • New York
COLLATERAL AGREEMENT (MHW, LTD.)Collateral Agreement • September 29th, 2005 • Castle Brands Inc • New York
BETWEENLicence Agreement • September 29th, 2005 • Castle Brands Inc
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE GUARANTORGuaranty of Payment and Performance • September 29th, 2005 • Castle Brands Inc • New York
JENNIFER DUNNE ANDSub-Lease • September 29th, 2005 • Castle Brands Inc
PREMISESOffice Lease • September 29th, 2005 • Castle Brands Inc
PREMISESOffice Lease • September 29th, 2005 • Castle Brands Inc
Exhibit 10.10 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...Worldwide Distribution Agreement • September 29th, 2005 • Castle Brands Inc
WITNESSETH:Bottling and Services Agreement • September 29th, 2005 • Castle Brands Inc
GOSLING PARTNERS INC.Export Agreement • September 29th, 2005 • Castle Brands Inc • Delaware
LOGO] CASTLE BRANDSConsulting Agreement • September 29th, 2005 • Castle Brands Inc
EXECUTION COPY NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...Export Agreement • September 29th, 2005 • Castle Brands Inc • New York
MHW, LTD. ALCOHOLIC BEVERAGE IMPORTERS, DISTRIBUTORS, & SERVICES 272 PLANDOME ROAD, MANHASSET, NEW YORK 11030 TEL: (516) 869-9170 FAX: (516) 869-9171Distribution Agreement • September 29th, 2005 • Castle Brands Inc
Exhibit 10.7 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...Import Agreement • September 29th, 2005 • Castle Brands Inc • New York
Exhibit 10.3 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...National Distribution Agreement • September 29th, 2005 • Castle Brands Inc • New York
Exhibit 10.51 CASTLE BRANDS INC. BUSINESS DEVELOPMENT CONSULTING CONTRACT CASTLE BRANDS INC. This Contract is made effective April 1, 2005 by and between CASTLE BRANDS INC. having its office at 570 Lexington Avenue, 29th Floor, New York, NY 10022...Business Development Consulting Contract • September 29th, 2005 • Castle Brands Inc • New York
Exhibit 10.41 CASTLE BRANDS (USA) CORP. 9 % SENIOR SECURED NOTES, SERIES 2004 DUE MAY 31, 2009 FIRST AMENDED AND RESTATED TRUST INDENTURE ORIGINAL DATED AS OF JUNE 1 , 2004 AMENDED AND RESTATED AS OF AUGUST 15, 2005 TABLE OF CONTENTSTrust Indenture • September 29th, 2005 • Castle Brands Inc • New York
NON-COMPETITION DEEDNon-Competition Deed • September 29th, 2005 • Castle Brands Inc
WITNESSETHShareholder Agreement • September 29th, 2005 • Castle Brands Inc • Delaware
