Unassociated Document


    Exhibit
      10.76


    NEITHER
      THIS WARRANT AGREEMENT NOR THE SECURITIES REPRESENTED BY THIS WARRANT AGREEMENT
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
      SECURITIES LAWS OF ANY STATE. THIS WARRANT AGREEMENT AND, UPON ACQUISITION,
      THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
      BE
      SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
      STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND FROM COUNSEL
      REASONABLY ACCEPTABLE TO CASTLE BRANDS THAT THE TRANSACTION SHALL NOT RESULT
      IN
      A VIOLATION OF STATE OR FEDERAL SECURITIES LAWS.

     

    WARRANT
      AGREEMENT

     

    
      	
              DATE:

            	
              October
                22,
                2007

            	 
	 	 	 
	
              PARTIES:

            	
              Frost
                Nevada Investments Trust 

              4400
                Biscayne Boulevard

              Suite
                1500

              Miami,
                Florida 33137

            	
              (“Investor”)

            
	 	 	 
	 	
              Castle
                Brands Inc.

              570
                Lexington Avenue, 29th
                Floor

              New
                York, New York 10022

            	
              (“Castle
                Brands”)

            


    

     

    RECITALS:

     

    1.
      The
      Investor is providing a credit facility of up to $5,000,000 pursuant to that
      certain credit agreement and promissory note (the “Credit Facility”), each dated
      as of the date hereof.

     

    2.
      The
      board of directors of Castle Brands believes that it is in the best interests
      of
      Castle Brands to enable the provision of the Credit Facility by offering to
      the
      Investor the right to purchase (such right is hereinafter referred to as the
      “Warrant Rights”) under this Warrant Agreement fifty thousand (50,000) shares of
      Castle Brands common stock, $.01 par value per share (“Common
      Stock”).

     

    3.
      The
      issuance of the Warrant Rights is a condition to the provision of the Credit
      Facility by the Investor and is being made in compliance with applicable
      exemptions from state and federal securities laws.

     

    NOW,
      THEREFORE, in consideration of Investor’s entry in the definitive documentation
      which provides the Credit Facility and the benefit therefrom that will inure
      to
      Castle Brands, and the mutual agreements contained herein, the parties agree
      as
      follows:

     

    SECTION
      1   GRANT
      AND ACCEPTANCE OF WARRANT AGREEMENT

     

    Castle
      Brands grants and delivers this Warrant Agreement to Investor entitling it
      and
      its permitted transferees under Section 4.3 below, subject to the terms and
      conditions set forth in this Warrant Agreement, to purchase from the date of
      this Warrant Agreement to March 31, 2012 (the “Expiration Date”), Fifty Thousand
      (50,000) shares of Castle Brands Common Stock at the purchase price of U.S.
      $4.00 per
      share
      (subject to adjustment as hereafter provided), upon presentation of this Warrant
      Agreement and payment of the purchase price in cash, certified check or bank
      draft payable to Castle Brands or other form of payment acceptable to Castle
      Brands at the office of Castle Brands at the address indicated above. Investor
      accepts and agrees to the terms and conditions of this Warrant
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    SECTION
      2   DURATION
      AND EXERCISE OF WARRANT AGREEMENT

     

    2.1  Term.
      This
      Warrant Agreement shall become void unless it is exercised and payment of the
      purchase price is made prior to the Expiration Date.

     

    2.2  Exercise
      of Warrant Agreement.
      This
      Warrant Agreement may be exercised during its exercise period by Investor,
      and
      at its option, as to the whole at any time or in part from time to time. If
      this
      Warrant Agreement is exercised for less than the maximum number of shares of
      Common Stock purchasable upon the exercise hereof, Castle Brands shall issue
      to
      Investor a new warrant agreement of like tenor and date representing the right
      to purchase a number of shares of Common Stock equal to the difference between
      the number of shares purchasable upon full exercise of this Warrant Agreement
      and the number of shares that were purchased upon the exercise of this Warrant
      Agreement. To be exercised, this Warrant Agreement must be surrendered by
      Investor for cancellation at the office of Castle Brands accompanied with
      written instructions as to the number of shares to be purchased and the payment
      of the purchase price.

     

    2.3  Investment
      Interest.
      Unless
      the shares to be acquired hereunder have been registered under applicable
      securities laws and a representation for investment intent is not needed to
      comply with the securities laws, if required by Castle Brands at the time of
      any
      exercise of this Warrant Agreement, as a condition to such exercise, Investor
      shall enter into an agreement with Castle Brands in form reasonably satisfactory
      to counsel for Castle Brands by which Investor (1) shall represent that it
      is an “accredited investor” as defined by Rule 501 of Regulation D
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
      and the shares are being acquired for Investor’s own account for investment and
      not with a view to, or for sale in connection with, any resale or distribution
      of such shares, and (2) shall agree that, if Investor should decide to
      sell, transfer, or otherwise dispose of any of such shares, Investor may do
      so
      only in accordance with this Warrant Agreement and applicable securities
      laws.

     

    2.4  Conversion
      Notice.
      The
      Warrant Agreement may be exercised by Investor, at any time or from time to
      time, prior to the Expiration Date, on any business day by delivering a written
      notice of the exercise of this Warrant Agreement (the “Conversion Notice”) to
      Castle Brands at its principal office specifying (i) the total number of shares
      Investor will purchase pursuant to such conversion and (ii) a place and date
      not
      less than five nor more than 30 days from the date of the Conversion Notice
      for
      the closing of such purchase.

     

    
      
         

      

      
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    SECTION
      3   COVENANTS
      OF CASTLE BRANDS

     

    3.1  Reservation
      of Stock.
      Castle
      Brands covenants that, while this Warrant Agreement is exercisable, it shall
      reserve a sufficient number of shares to provide for the delivery of shares
      pursuant to the exercise of this Warrant Agreement.

     

    3.2  Validly
      Issued Stock.
      Castle
      Brands covenants and agrees that all shares of Common Stock that may be issued
      upon the exercise of this Warrant Agreement shall, upon issuance, be duly and
      validly issued, fully paid and nonassessable, and free from all taxes, liens
      and
      charges with respect to the purchase and the issuance of the
      shares.

     

    3.3  Due
      Authorization.
      Castle
      Brands covenants that all acts and things necessary have been done and performed
      to make this Warrant Agreement, when executed on behalf of Castle Brands, the
      valid, binding and legal obligation of Castle Brands and to authorize the
      execution and delivery of this Warrant Agreement, and Castle Brands covenants
      that all acts and things necessary will have been done and performed prior
      to
      the issuance of the shares of Common Stock purchasable under this Warrant
      Agreement to make such issuance a duly authorized, valid and legal act of Castle
      Brands.

     

    SECTION
      4   RESTRICTIONS
      ON TRANSFERABILITY

     

    4.1  Transfer
      Restrictions.
      Unless
      and until registered or an exemption is available from such registration, this
      Warrant Agreement, the Warrant Rights, the shares of Common Stock purchased
      upon
      exercise of this Warrant Agreement (“Purchased Shares”) and purchasable upon
      exercise of this Warrant Agreement (“Underlying Shares”) shall not be sold,
      assigned, transferred or pledged except upon the conditions specified in
      Section 4 of this Warrant Agreement, which conditions are intended to
      ensure compliance with the provisions of the applicable federal and state
      securities laws.

     

    4.2  Securities
      Compliance.
      Investor represents that it is an “accredited investor” as defined by
      Rule 501 of Regulation D promulgated under the Securities Act and
      acquiring the Warrant Rights and the Underlying Shares for its own account
      for
      investment, and not with the view to, or for resale in connection with, any
      distribution thereof. Investor understands that the Warrant Rights and the
      Underlying Shares have not been registered under the Securities Act or any
      applicable state securities laws by reason of specific exemptions from the
      registration provisions of those securities laws, the availability of which
      depends upon, among other things, the bona fide nature of the investment intent
      and the accuracy of Investor’s representation herein. Investor acknowledges that
      this Warrant Agreement, the Purchased Shares and the Underlying Shares must
      be
      held indefinitely, unless subsequently registered under the Securities Act
      or
      unless an exemption from registration is available.

     

    4.3  Transferees
      Bound By This Warrant Agreement.
      Notwithstanding anything else to the contrary stated in this Warrant Agreement,
      no transfer of the Warrant Agreement or the Warrant Rights shall be made unless
      the transferee executes a counterpart copy of this Warrant Agreement, as
      amended, pursuant to which the transferee agrees to be bound by the provisions
      of this Warrant Agreement, as amended; provided, however, that this
      Section 4.3 shall not apply to the extent that either the Underlying Shares
      or the Purchased Shares are registered under applicable securities
      laws.

     

    
      
         

      

      
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    4.4  Notice
      of Proposed Transfers.
      Prior
      to any proposed sale, assignment, transfer or pledge of this Warrant Agreement,
      Underlying Shares or Purchased Shares, unless there is in effect a registration
      statement under the Securities Act, covering the proposed transfer, Investor
      shall give written notice to Castle Brands of its intention to effect such
      transfer, sale, assignment or pledge. Each such notice shall describe the manner
      and circumstances of the proposed transfer, sale, assignment or pledge in
      sufficient detail and, if Castle Brands reasonably so requests, shall be
      accompanied at Investor’s expense by either (i) a written opinion of legal
      counsel in form and from counsel reasonably acceptable to Castle Brands which
      states that the proposed transfer of this Warrant Agreement, Underlying Shares
      or Purchased Shares may be effected without registration under the Securities
      Act or (ii) a “no action” letter from the Securities and Exchange
      Commission (the “Commission”) to the effect that the transfer of such securities
      without registration will not result in a recommendation by the staff of the
      Commission that action be taken with respect thereto, whereupon the holder
      of
      such Warrant Agreement, Underlying Shares or Purchased Shares shall be entitled
      to transfer such Warrant Agreement, Underlying Shares or Purchased Shares in
      accordance with the terms of the notice delivered by Investor to Castle Brands.
      Each certificate evidencing the Purchased Shares transferred as above provided
      shall bear the appropriate restrictive legends set forth in this Warrant
      Agreement, except that such certificate shall not bear such restrictive legends
      if, in the opinion of counsel for Castle Brands, such legends are not required
      in order to establish compliance with any provisions of the Securities
      Act.

     

    4.5  Restrictive
      Legends.
      Each
      certificate representing the Purchased Shares and any other securities issued
      in
      respect of the Purchased Shares upon any stock split, stock dividend,
      recapitalization, merger, consolidation or similar event unless the same are
      registered prior to exercise of this Warrant Agreement, shall be stamped or
      otherwise imprinted with a legend in substantially the following
      form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR
      SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
      OR
      AN OPINION OF COUNSEL IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO CASTLE
      BRANDS THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION OF STATE OR FEDERAL
      SECURITIES LAWS.

     

    Investor
      consents to Castle Brands making a notation on its records and giving
      instructions to any transfer agent of the Purchased Shares in order to implement
      the restrictions on transfer established in this Warrant Agreement.

     

    4.6  Modification
      of this Section.
      If a
      registration statement under the Securities Act is hereafter filed with respect
      to this Warrant Agreement, Purchased Shares or the Underlying Shares, the
      provisions in this Warrant Agreement that would otherwise be required by this
      Section 4 shall be appropriately modified or eliminated.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    4.7  Otherwise
      Transferable.
      Subject
      to the transfer conditions set forth in this Section 4, this Warrant Agreement
      and the Warrant Rights, the Underlying Shares or Purchased Shares are
      transferable, in whole or in part, without charge to Investor, upon surrender
      of
      this Warrant at the principal office of Castle Brands.

     

    SECTION
      5   ANTI-DILUTION
      ADJUSTMENTS

     

    5.1  Adjustment
      of Exercise Price and Number of Shares.
      In
      order to prevent dilution of the Warrant Rights granted under this Warrant
      Agreement, the purchase price of each Underlying Share (the “Exercise Price”)
      shall be subject to adjustment from time to time as provided in this
      Section 5, and the number of shares obtainable upon exercise of this
      Warrant Agreement shall be subject to adjustment from time to time as provided
      in this Section 5.

     

    5.2  Subdivision
      or Combination of Shares.
      If
      Castle Brands at any time subdivides (by any stock split or recapitalization)
      one or more classes of its outstanding shares of its Common Stock into a greater
      number of shares, the Exercise Price in effect immediately prior to such
      subdivision shall be proportionately reduced and the number of Underlying Shares
      obtainable upon exercise of this Warrant shall be proportionately increased.
      If
      Castle Brands at any time combines (by reverse stock split or otherwise) its
      outstanding shares of its Common Stock into a smaller number of shares, the
      Exercise Price in effect immediately prior to such combination shall be
      proportionately increased and the number of Underlying Shares obtainable upon
      exercise of this Warrant shall be proportionately decreased.

     

    5.3  Reorganization,
      Reclassification, Consolidation, Merger or Sale.
      Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of Castle Brands’s assets or other transaction,
      which in each case is effected in such a way that the holders of Common Stock
      are entitled to receive (either directly or upon subsequent liquidation) stock,
      securities or assets with respect to or in exchange for shares of Common Stock
      is referred to herein as an “Organic
      Change.”
      Prior to
      the consummation of any Organic Change, Castle Brands shall make appropriate
      provision (in form and substance satisfactory to Investor) to insure that
      Investor shall thereafter have the right, in lieu of or in addition to (as
      the
      case may be) the Underlying Shares immediately theretofore acquirable upon
      the
      exercise of this Warrant Agreement, to receive such shares of stock, securities
      or assets as may be issued or payable with respect to or in exchange for the
      number of shares of Common Stock immediately theretofore acquirable upon
      exercise of this Warrant Agreement had such Organic Change not taken place.
      In
      any such case, Castle Brands shall make appropriate provision (in form and
      substance satisfactory to Investor) with respect to Investor’s rights and
      interests to insure that the provisions of this Section 5 shall thereafter
      be
      applicable to this Warrant Agreement (including, in the case of any such
      consolidation, merger or sale in which the successor entity or purchasing entity
      is other than Castle Brands, an immediate adjustment of the Exercise Price
      to
      the value for the shares reflected by the terms of such consolidation, merger
      or
      sale, and a corresponding immediate adjustment in the number of Underlying
      Shares acquirable and receivable upon exercise of this Warrant Agreement, if
      the
      value so reflected is less than the Exercise Price in effect immediately prior
      to such consolidation, merger or sale).

     

    
      
         

      

      
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    5.4  Notices.

     

    (i)  Immediately
      upon any adjustment of the Exercise Price, Castle Brands shall give written
      notice thereof to Investor, setting forth in reasonable detail and certifying
      the calculation of such adjustment.

     

    (ii)  Castle
      Brands shall give written notice to Investor at least 20 days prior to the
      date on which Castle Brands closes its books or takes a record (A) with
      respect to any dividend or distribution upon the shares of Common Stock,
      (B) with respect to any pro rata subscription offer to holders of shares of
      Common Stock or (C) for determining rights to vote with respect to any
      Organic Change, dissolution or liquidation.

     

    (iii)  Castle
      Brands shall also give written notice to Investor at least 20 days prior to
      the date on which any Organic Change, dissolution or liquidation shall take
      place.

     

    SECTION
      6   LIMITED
      REGISTRATION RIGHTS

     

    6.1  Limited
      Registration Rights.

     

    6.1.1  None
      of
      this Warrant Agreement, the Purchased Shares or the Underlying Shares has been
      registered under the securities laws of any jurisdiction.

     

    6.1.2  Except
      as
      specifically provided for in Section 6.1 of this Warrant Agreement, Castle
      Brands is not obligated to register the Warrant Agreement, the Purchased Shares
      or the Underlying Shares.

     

    6.1.3  If
      Castle
      Brands shall determine to register any of its shares of Stock, either for its
      own account or the account of a holder (as hereinafter defined) other than
      (x) a registration relating solely to employee benefit plans or (y) a
      registration relating solely to a Commission Rule 145 transaction, Castle
      Brands will:

     

    (i)  promptly
      give to Investor written notice thereof; and

     

    (ii)  include
      in such registration (and any related qualification under blue sky laws or
      other
      compliance), and in any underwriting involved therein, all Purchased Shares
      and
      Underlying Shares (not previously disposed of) specified in a written request
      or
      requests made within 30 days after receipt of such written notice from Castle
      Brands by any Investor (“Registrable Securities”).

     

    6.1.4  Underwriting.
      If the
      registration of which Castle Brands gives notice is for a registered public
      offering involving an underwriting, Castle Brands shall so advise Investor
      as a
      part of the written notice given pursuant to this Section 6.1. In such event,
      the right of Investor to registration pursuant to this Section 6.1 shall be
      conditioned upon Investor’s participation in such underwriting and the inclusion
      of Registrable Securities in the underwriting to the extent provided herein.
      All
      holders proposing to distribute their securities through such underwriting
      shall
      (together with Castle Brands and the Investors distributing their shares of
      Registrable Securities through such underwriting) enter into an underwriting
      agreement in customary form with the managing underwriter selected for such
      underwriting by Castle Brands and may, at their option, require that any or
      all
      of the representations and warranties by, and the other agreements on the part
      of, Castle Brands to and for the benefit of such underwriters also be made
      to
      and for their benefit and that any or all of the conditions precedent to the
      obligations of such underwriters under such underwriting agreement also be
      conditions precedent to their obligations. No Investor other than an Investor
      who, together with its affiliates (within the meaning of Rule 12b-2 under
      the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), owns
      at least a majority of the outstanding capital stock of Castle Brands (on an
      as-converted basis, if applicable) shall be required to make any representations
      or warranties to or agreements with Castle Brands or the underwriters other
      than
      representations, warranties or agreements regarding such Investor and its
      ownership of the shares of capital stock being registered on its behalf and
      such
      Investor’s intended method of distribution and any other representation required
      by law. Notwithstanding any other provision of this Section 6.1.4, if the
      managing underwriter determines that marketing factors require a limitation
      of
      the number of shares of Registrable Securities to be underwritten, the managing
      underwriter may limit the number of Registrable Securities to be included in
      the
      registration and underwriting (up to the exclusion of all Registrable
      Securities), on a pro
      rata
      basis
      based on the total number of shares of capital stock of Castle Brands (including
      Registrable Securities) (on an as-converted basis) requested to be included
      in
      such registration. To facilitate the allocation of capital stock in accordance
      with the above provisions, Castle Brands or the underwriters may round the
      number of shares of Registrable Securities allocated to the Investor to the
      nearest 10 shares of Registrable Securities. If the Investor disapproves of
      the
      terms of any such underwriting, it may elect to withdraw therefrom by written
      notice to Castle Brands and the managing underwriter.

     

    
      
         

      

      
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    6.1.5  Right
      to Terminate Registration.
      Castle
      Brands shall have the right to terminate or withdraw any registration initiated
      by it under this Section 6.1 prior to the effectiveness of such registration,
      whether or not the Investor has elected to include his Registrable Securities
      in
      such registration.

     

    6.1.6  Registrable
      Securities.
      If at
      any time Registrable Securities are to be included in a registration pursuant
      to
      this Section 6.1, the securities to be registered shall be the Purchased Shares
      or Underlying Shares.

     

    6.2  Expenses
      of Registration.

     

    All
      registration and other related expenses incurred in connection with any
      registration pursuant to this Section 6, and the reasonable cost of one special
      legal counsel to represent all Investors, shall be borne by Castle Brands,
      except for Investor’s share of underwriter’s fees, if any.

     

    6.3  Indemnification.

     

    6.3.1  Indemnification
      by Castle Brands.
      To the
      extent permitted by law, Castle Brands will indemnify Investor within the
      meaning of the Securities Act with respect to which registration, qualification
      or compliance has been effected pursuant to this Section 6 against losses,
      claims, damages, liabilities, investigations, actions, proceedings and expenses
      caused by any untrue statement or alleged untrue statement of a material fact
      contained in any registration statement, prospectus or preliminary or summary
      prospectus, or any amendment thereof or supplement thereto, or any omission
      or
      alleged omission of a material fact required to be stated therein or necessary
      to make the statements therein, in the light of the circumstances under which
      they were made, not misleading, and Castle Brands will reimburse Investor for
      any legal and other expenses reasonably incurred by Investor in connection
      with
      investigating or defending any such loss, claim, liability, investigation,
      action or proceeding except insofar as the same was made in reliance upon and
      in
      conformity with written information furnished to Castle Brands by an instrument
      duly executed by Investor expressly stated for use therein (“Investor’s
      Information”) or such liability arises out of or is based on willful misconduct
      of Investor.

     

    
      
         

      

      
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    6.3.2  Indemnification
      by Investor.
      To the
      extent permitted by law, in connection with each registration relating to the
      disposition of the Purchased Shares or Underlying Shares by Investor pursuant
      to
      Section 6, Investor will indemnify Castle Brands, each of its directors,
      officers, agents, and any person who controls Castle Brands (within the meaning
      of the Securities Act) against all losses, claims, damages, liabilities,
      investigations, actions, proceedings and expenses described in Section 6.1
      above, but only with respect to untrue statements or omissions made in the
      registration statement, any preliminary or summary prospectus or the prospectus
      or any amendment or supplement thereto in reliance upon and in conformity with
      Investor’s Information; provided, however, that the liability of Investor for
      indemnification under this Section 6.3.2 shall not exceed the gross proceeds
      from the offering received by Investor, unless such liability arises out of
      or
      is based on the bad faith or willful misconduct of Investor.

     

    6.3.3  Claims
      for Indemnification.
      Each
      party entitled to indemnification under this Section 6 (the “Indemnified Party”)
      shall give written notice to the party required to provide indemnification
      (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought and shall unless in the
      Indemnified Party’s reasonable judgment a conflict of interest may exist between
      the Indemnified Party and the Indemnifying Party in respect of such claim,
      permit the Indemnifying Party to assume the defense of any such claim or any
      litigation resulting therefrom, provided that counsel for the Indemnifying
      Party, who shall conduct the defense of such claim or litigation, shall be
      approved by the Indemnified Party (which approval shall not unreasonably be
      withheld), and the Indemnified Party may participate in such defense at such
      party’s expense, and provided further that the failure of any Indemnified Party
      to give notice as provided herein shall not relieve the Indemnifying Party
      of
      its obligations under this Section 6 except to the extent that the failure
      to
      give such notice is materially prejudicial to an Indemnifying Party’s ability to
      defend such action. No Indemnifying Party, in the defense of any such claim
      or
      litigation, shall, except with the consent of each Indemnified Party, consent
      to
      entry of any judgment or enter into any settlement that does not include as
      an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party of a release from all liability in respect to such claim
      or
      litigation.

     

    6.3.4  Survival
      of Indemnification.
      The
      indemnification provided for under this Section 6 will remain in full force
      and
      effect regardless of any investigation made by or on behalf of the Indemnified
      Party. The obligations of Castle Brands and Investor under this Section 6 shall
      survive the completion of any offering of registrable securities in a
      registration statement pursuant to this Warrant Agreement. The parties agree
      to
      make such provisions for contribution as are reasonably requested by the other
      party hereto, in the event indemnification is unavailable for any
      reason.

     

    
      
         

      

      
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    6.4  Information
      by Investor; Copies of Prospectus.
      Investor shall furnish to Castle Brands such information regarding itself,
      the
      Registrable Securities held by it and the distribution proposed by it as Castle
      Brands may reasonably request in writing and as shall be required in connection
      with any registration, qualification or compliance referred to in this Section
      6. In connection with any such registration, Castle Brands shall furnish to
      Investor the registration statement and each amendment and supplement thereto
      and such other documents as Investor may reasonably request, and such numbers
      of
      copies as it may reasonably request, in order to facilitate the disposition
      of
      registrable securities owned by it, of any prospectus or preliminary or summary
      prospectus prepared in conformity with the Securities Act.

     

    6.5  Obligations
      of Castle Brands.
      Whenever required under this Section 6 to effect the registration of any
      Purchased Shares or Underlying Shares pursuant to Section 6.1, Castle Brands
      shall, as soon as practicable:

     

    6.5.1  Prepare
      and file with the Commission a registration statement with respect to such
      securities and use its reasonable efforts to cause such registration statement
      to become effective and remain effective for at least 120 days.

     

    6.5.2  Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement as may be necessary to keep such registration statement
      effective for at least 120 days, and to comply with the provisions of the
      Securities Act with respect to the disposition of all securities covered by
      such
      registration statement.

     

    6.5.3  Use
      its
      reasonable efforts to register and qualify the securities covered by such
      registration statement under such other securities or blue sky laws of such
      jurisdictions where an exemption is not available as shall be reasonably
      requested by Investor, to keep such registration or qualification in effect
      for
      so long as such registration statement remains in effect, provided that Castle
      Brands shall not be required in connection therewith or as a condition thereto
      to file a general consent to service of process in any such states or
      jurisdictions.

     

    6.5.4  Notify
      Investor at any time when a prospectus relating thereto is required to be
      delivered under the Securities Act upon discovery that or upon the happening
      of
      any event as a result of which the prospectus included in such registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in the light of the circumstances
      then existing, and at the reasonable request of Investor furnish to Investor
      a
      reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the
      purchasers of such securities, such prospectus shall not include an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances in which they were made.

     

    6.5.5  Furnish,
      at the request of Investor, on the date that such securities are delivered
      to
      the underwriters for sale in connection with a registration pursuant to this
      Warrant Agreement, if such securities are being sold through underwriters,
      or,
      if such securities are not being sold through underwriters, on the date that
      the
      registration statement with respect to such securities becomes effective, (i)
      an
      opinion dated such date of the counsel representing Castle Brands for the
      purposes of such registration, in form and substance as is customarily given
      to
      underwriters in an underwritten public offering, addressed to the underwriters,
      if any, and to Investor and (ii) a letter dated such date from the independent
      certified public accountants of Castle Brands in form and substance as is
      customarily given to underwriters in an underwritten public offering, addressed
      to the underwriters, if any, and to Investor. Any opinion or letter given shall
      be subject to all of the qualifications, exceptions and conditions appropriate
      to the then existing circumstances.

     

    
      
         

      

      
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    6.5.6  Use
      its
      reasonable efforts to cause all registered shares to be listed on each
      securities exchange on which Castle Brands common stock is then
      listed.

     

    6.6  Removal
      of Legend.
      After
      registration of the Purchased Shares and upon the reasonable request of Investor
      and at Castle Brands’ expense, Castle Brands shall take such reasonable actions
      as are necessary to remove the legends and restrictions on transfer established
      in this Warrant Agreement.

     

    6.7  Certain
      Limitations.
      The
      Investor shall not have the right to participate in a registration under this
      Section 6 if the Investor receives a written opinion of counsel for Castle
      Brands, in substance and authorship acceptable to Investor, together with a
      confirming opinion of counsel selected by Investor, that Investor may make
      such
      transfer of all Registrable Securities (if applicable) in a public sale which
      will be in compliance with all applicable securities laws concerning transfer
      of
      non-registered securities. If the right to transfer Registrable Securities
      publicly is not available to the Investor as described in the preceding
      sentence, Investor will have the right to participate in a registration pursuant
      to the terms and conditions of this Section 6.

     

    6.8  Termination
      of Rights.
      The
      rights of the Investor to cause Castle Brands to register securities under
      Section 6 shall terminate on April 6, 2008.

     

    SECTION
      7   TAX
      WITHHOLDING

     

    If,
      in
      connection with the exercise of this Warrant Agreement or any sale, transfer
      or
      other disposition of any of the Purchased Shares acquired upon exercise of
      this
      Warrant Agreement, Castle Brands is required by applicable federal, state or
      local law to withhold any amount on account of employment, income or similar
      taxes, Investor agrees to pay to Castle Brands upon request the amount required
      to be withheld.

     

    SECTION
      8   MISCELLANEOUS

     

    8.1  Transfer;
      Successors and Assigns.
      Except
      as the transferability of rights is expressly limited herein, the terms and
      conditions of this Warrant Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in
      this Warrant Agreement, express or implied, is intended to confer upon any
      party
      other than the parties hereto or their respective successors and assigns any
      rights, remedies, obligations or liabilities under or by reason of this Warrant
      Agreement, except as expressly provided in this Warrant Agreement.

     

    
      
         

      

      
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    8.2  Titles
      and Subtitles.
      The
      titles and subtitles used in this Warrant Agreement are used for convenience
      only and are not to be considered in construing or interpreting this Warrant
      Agreement.

     

    8.3  Notices.
      All
      notices, requests, demands or other communications required or permitted to
      be
      given under this Warrant Agreement shall be in writing, delivered to or sent
      by
      fax, or postage prepaid certified mail, addressed (a) if to Investor, at such
      address as such Investor shall have furnished to Castle Brands in writing,
      or
      (b) if to Castle Brands, at such address as Castle Brands shall have furnished
      in writing to Investor to the attention of the President. Any notice or other
      communication shall be deemed to be given at the expiration of the fifth
      (5th)
      day
      after the date of deposit in the United States mail. The addresses to which
      notices or other communications shall be mailed may be changed from time to
      time
      by giving written notice to the other party as provided in this Section
      8.3.

     

    8.4  Severability.
      If any
      provision of this Warrant Agreement shall be invalid or unenforceable in any
      respect for any reason, the validity and enforceability of any such provision
      in
      any other respect and of the remaining provisions of this Warrant Agreement
      shall not be in any way impaired.

     

    8.5  Attorneys
      Fees.
      If any
      suit or action is filed by any party to enforce this Warrant Agreement or
      otherwise with respect to the subject matter of this Warrant Agreement, the
      prevailing party shall be entitled to recover reasonable attorneys fees incurred
      in preparation or in prosecution or defense of such suit or action as fixed
      by
      the court or courts in which the suit or action, including any appeal therein,
      is tried, heard or decided. Attorneys fees shall include fees of paralegals
      and
      deposition expenses, and shall further include attorneys fees incurred by any
      party in connection with any bankruptcy or similar proceeding.

     

    8.6  Governing
      Law and Venue.
      This
      Warrant Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York. If any suit or action is filed by any party to enforce
      this Warrant Agreement or otherwise with respect to the subject matter of this
      Warrant Agreement, venue shall be in the federal or state courts in New York,
      New York, unless venue there would prevent the joining of appropriate third
      parties.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Warrant Agreement as of the
      date
      first above written.

     

    
      
        	 	 	 
	 	CASTLE
                BRANDS INC.,
	 	a Delaware corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Mark
                Andrews
	 	Mark Andrews
	 	Chairman
                and Chief
                Executive Officer


      



    
      
        	 	 	 
	 	INVESTOR:
	 	 
	 	FROST NEVADA
                INVESTMENTS
                TRUST
	 
 	 
 	 
 
	 	By:  	/s/
                Phillip
                Frost
	 	Name: 	Phillip Frost, M.D.
	 	Title:	Trustee
	 	 	 


      

    

    


    
      
         

      

      
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