EX-10.1






REAFFIRMATION AGREEMENT




THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of August 7, 2015, by the
undersigned in favor of ACF FINCO I LP (“Lender”).



RECITALS:



Lender, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”),
and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware
(“CBUSA”) (individually and collectively, “Borrower”), are parties to an Amended and Restated Loan
and Security Agreement dated as of September 22, 2014 (the “Credit Agreement”), in connection with
which Borrower delivered an Amended and Restated Revolving Credit Note dated September 22, 2014 in
a maximum principal amount of $12,000,000 (the “Revolving Credit Note”), an Amended and Restated
Term Note dated September 22, 2014 in the original principal amount of $4,000,000 (the “2014 Term
Note”), an Amended and Restated Participation Agreement dated August 7, 2013 between Lender and the
parties executing the same as “Participants” (the “Term Loan Participation Agreement”), a
Subordination Agreement dated August 7, 2013, as amended by a First Amendment effective as of
October 21, 2013 between Lender and the parties executing the same as “Junior Creditors” thereto
(as so amended, the “Subordination Agreement”), and other agreements, documents and instruments in
connection therewith.



The Credit Agreement, the Revolving Credit Note, the Term Note, the Term Note Participation
Agreement, the Subordination Agreement, and all other agreements, documents and instruments
executed and/or delivered in connection therewith, as the same may be amended, restated, or
otherwise modified from time to time, shall be collectively referred to as the “Loan Documents”.



The 2014 Term Note has been repaid in full and Borrower has requested that Lender formally waive
Borrower’s obligation to pay liquidated damages in connection with the repayment of the 2014 Term
Note, increase the maximum principal amount of the Revolving Credit Note by an amount equal to
$7,000,000 and provide Borrower a sublimit under the Revolving Credit to permit Borrower to acquire
certain inventory (the “Purchased Inventory Sublimit”). Borrower has also indicated that certain
Persons desire to participate in the Purchased Inventory Sublimit pursuant to a participation
agreement (the “2015 Participation Agreement”).



Lender has agreed to the above and in connection therewith Borrower is executing and/or delivering
to Lender a First Amendment to the Credit Agreement, an Amended and Restated Revolving Credit Note,
the 2015 Participation Agreement and other agreements, documents and instruments in connection
therewith (collectively, the “1st Amendment Documents”).



Each of the undersigned indicated as a “Validity Party” has executed and delivered a Validity and
Support Agreement dated on or about August 19, 2011 in favor of Lender (each, a “Validity
Agreement”) pursuant to which such Validity Party has agreed to validate certain information
provided by Borrower to Lender and provide support in connection with Lender’s efforts to collect
collateral to secure Borrower’s payment and performance of all obligations and to Lender and such
other matters as described in such Validity Agreement.



Each of the undersigned indicated as a “Junior Creditor” has executed and delivered to Lender the
Subordination Agreement pursuant to which such Junior Creditor has agreed to subordinate its rights
to payment of indebtedness due from Borrower to the indebtedness of Borrower to Lender, and such
other matters upon such terms and conditions contained in the Subordination Agreement.


MCLAIN & KYNE, LTD., a corporation organized under the laws of the State of Kentucky (the “TM
Assignor”), has executed and delivered to Lender a Trademark Assignment and Security Agreement
dated September 22, 2014 (“McLain TM Assignment Agreement”) pursuant to which the TM Assignor
assigned to Lender, and granted Lender security interests in, certain trademarks and other
intellectual property as described in the McLain TM Assignment Agreement.



Upon the terms and conditions contained in the 1st Amendment Documents Lender has agreed
to enter into the transactions contemplated by the 1st Amendment Documents, subject to
and conditioned on the execution and delivery of this Agreement by the undersigned to Lender.



AGREEMENT:



1. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in any of the 1st Amendment Documents or the other
Loan Documents (a) Borrower hereby reaffirms to Lender and ratifies its obligations under the
Credit Agreement, and the other Loan Documents (collectively, the “Lender Obligations”), including,
specifically, the 1st Amendment Documents, and each other agreement, document and
instrument executed and/or delivered by the Borrower in connection therewith as the same may have
been amended, modified and/or restated from time to time and including the amendment, modification
or restatement thereof in connection with the matters described in the recitals hereto
(collectively, the “Borrower Documents”), and (b) further ratifies and confirms that each of the
Borrower Documents shall remain in full force and effect, other than the 2014 Term Note.



2. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in such party’s Validity Agreement, each Validity Party hereby
(a) reaffirms to Lender and ratifies its obligations under such Validity Agreement, and each other
agreement, document and instrument executed and/or delivered by such Validity Party in connection
therewith, as the same may have been amended, modified and/or restated from time to time
(collectively, the “Validity Documents”), and (b) further ratifies and confirms that each of the
Validity Documents executed and/or delivered to Lender shall remain in full force and effect.



3. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in the Subordination Agreement, each Junior Creditor hereby (a)
reaffirms to Lender and ratifies its obligations under the Subordination Agreement, and each other
agreement, document and instrument executed and/or delivered by such Junior Creditor in connection
therewith, as the same may have been amended, modified and/or restated from time to time
(collectively, the “Subordination Documents”), and (b) further ratifies and confirms that each of
the Subordination Documents executed and/or delivered to Lender shall remain in full force and
effect.



4. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in the McLain TM Assignment Agreement, TM Assignor hereby (a)
reaffirms to Lender and ratifies its obligations under the McLain TM Assignment Agreement, and each
other agreement, document and instrument executed and/or delivered by TM Assignor in connection
therewith, as the same may have been amended, modified and/or restated from time to time
(collectively, the “TM Assignment Documents”), and (b) further ratifies and confirms that each of
the TM Assignment Documents executed and/or delivered to Lender shall remain in full force and
effect.



5. No change, amendment or modification of this Agreement shall be valid or binding unless
such change, amendment or modification shall be in writing and duly executed by all parties hereto
and consented to by the Lender in writing.



6. This Agreement shall be governed by and interpreted and construed in accordance with the
internal laws of the State of New York, without regard to its principles of conflicts of laws, and
any dispute hereunder shall be brought in the appropriate court located in Westchester County, New
York or Erie County, New York.



7. This Agreement may not be assigned by any party hereto without the prior written consent of
the other parties hereto and the Lender, and no party hereto shall be relieved of its duties,
obligations or liabilities under this Agreement without the express written consent of the other
parties hereto and the Lender, regardless of assignments, delegations or other agreements with
third parties which may provide otherwise.



8. This Agreement shall be binding upon the parties hereto, their successors, permitted
assigns, heirs and legal representatives.



9. The invalidity of one or more phrases, sentences, clauses or paragraphs contained in this
Agreement shall not affect the validity of the remainder of this Agreement.



10. This Agreement contains the entire understanding of the parties and the Lender with
respect to the subject matter hereof and there are no other oral understandings, terms or
conditions except as expressly stated herein and none of the parties have relied upon any
representation, express or implied, not contained in this Agreement.



11. This Agreement may be executed in two (2) or more counterparts, each of which shall be
considered an original, and all of which shall be considered one and the same instrument.



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



BORROWER:



	 	 	 
	CASTLE BRANDS INC.

	 	CASTLE BRANDS (USA) CORP.
	By: /s/ Alfred J. Small

	 	By: /s/ Alfred J. Small
	 

	 	 
	Name: Alfred J. Small

	 	Name: Alfred J. Small
	 

	 	 
	Its: CFO

	 	Its:CFO
	 

	 	 
	VALIDITY PARTIES:

	 	

	/s/ Alfred Small

	 	/s/ John Glover
	 

	 	 
	ALFRED SMALL

	 	JOHN GLOVER
	/s/ Michael Becker

	 	/s/ T. Kelley Spillane
	 

	 	 
	MICHAEL BECKER

	 	T. KELLEY SPILLANE






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	JUNIOR CREDITORS:

	 	

	FROST GAMMA INVESTMENTS TRUST

	 	VECTOR GROUP LTD
	By: /s/ Phillip Frost, M.D.

	 	By: /s/ Marc Bell
	 

	 	 
	Name: Phillip Frost, M.D.

	 	Name: Marc Bell
	 

	 	 
	Its: Trustee

	 	Its: VP
	 

	 	 
	JACQUELINE SIMKIN REVOCABLE TRUST

AS AMENDED AND RESTATED 12/16/2003

	 	

IVC INVESTMENTS, LLLP
	By: /s/ Jacqueline Simkin

	 	By: /s/ Glenn L. Halpryn
	 

	 	 
	Name: Jacqueline Simkin

	 	Name: Glenn L. Halpryn
	 

	 	 
	Its: Trustee

	 	Its: President
	 

	 	 
	/s/ Susan M. Lampen

	 	/s/ Mark E. Andrews, III
	 

	 	 
	SUSAN M. LAMPEN

	 	MARK E. ANDREWS, III
	/s/ Subbarao Uppaluri

	 	/s/ David Farina
	 

	 	 
	SUBBARAO UPPALURI

	 	DAVID FARINA
	/s/ Tibor Hollo

	 	/s/ Elliott Harris
	 

	 	 
	TIBOR HOLLO

	 	ELLIOTT HARRIS
	/s/ Fred Johnson

	 	/s/ Dennis Scholl
	 

	 	 
	FRED JOHNSON

	 	DENNIS SCHOLL







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