X0306 4 2019-10-08 1 0001311538 Castle Brands Inc ROX 0000898860 FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI FL 33137 1 0 1 0 0001380896 Frost Gamma Investments Trust 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI FL 33137 0 0 1 0 0001464124 Frost Nevada Investments Trust 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI FL 33137 0 0 1 0 Common Stock 2019-10-08 4 U 0 43975719 1.27 D 0 I Held by Frost Gamma Investments Trust Common Stock 2019-10-08 4 U 0 9370790 1.27 D 0 I Held by Frost Nevada Investments Trust Common Stock 2019-10-08 4 U 0 787276 1.27 D 22500 D Common Stock 2019-10-08 4 D 0 22500 1.27 D 0 D Stock Option (Right to Buy) 1.07 2019-10-08 4 D 0 20000 D 2015-03-05 2024-03-05 Common Stock 20000 0 D Stock Option (Right to Buy) 1.46 2019-10-08 4 D 0 20000 D 2016-03-26 2025-03-26 Common Stock 20000 0 D Stock Option (Right to Buy) 0.84 2019-10-08 4 D 0 20000 D 2017-03-17 2026-03-17 Common Stock 20000 0 D Stock Option (Right to Buy) 1.04 2019-10-08 4 D 0 20000 D 2018-02-28 2027-02-28 Common Stock 20000 0 D On October 8, 2019, Rook Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Austin, Nichols & Co., Inc. ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Castle Brands Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated August 28, 2019 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on October 9, 2019, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director or 10% owner of Issuer, effective on October 9, 2019. Represents shares tendered to the Purchaser in connection with the Tender Offer. The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. In accordance with the terms of the Merger Agreement, the restricted stock awards held by the reporting person were deemed to be fully vested and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock in respect of such restricted stock awards multiplied by (ii) $1.27, less any taxes required to be withheld. In accordance with the terms of the Merger Agreement, this stock option held by the reporting person was deemed to be fully vested and cancelled and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock subject to such stock option multiplied by (ii) the excess of $1.27 over the per share exercise price of such stock option, less any taxes required to be withheld. In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $1.27 per share. /s/ Phillip Frost, M.D. 2019-10-09 FROST GAMMA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee 2019-10-09 FROST NEVADA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee 2019-10-09