EXHIBIT 4.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED AS [***].

EIGHTH AMENDMENT

TO THE

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BETWEEN

CASTLE BRANDS INC.,

CASTLE BRANDS (USA) CORP.

AND

ACF FINCO I LP

DATED AS OF SEPTEMBER 22, 2014

EIGHTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Eighth Amendment to Amended and Restated Loan and Security Agreement (this “ Amendment ”) is dated as of the date of execution of this Amendment by “Lender” (as defined below) (the “ Eighth Amendment Effective Date ”) and is by and among 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 ”, together with CBI, individually and collectively, “ Borrower ”), and ACF FINCO I LP , a Delaware limited partnership and successor-in-interest to Keltic Financial Partners II, LP (“ Lender ”).

RECITALS:

Borrower and Lender are parties to an Amended and Restated Loan and Security Agreement dated as of September 22, 2014, as amended by a First Amendment dated as of August 7, 2015, by a Second Amendment dated as of August 17, 2015, by a Third Amendment dated as of October 18, 2017, by a Fourth Amendment dated as of May 15, 2018, by a Fifth Amendment dated as of October 11, 2018, by a Sixth Amendment dated as of November 8, 2018 and by a Seventh Amendment dated as of January 23, 2019 (as so amended, and as further amended, restated, supplemented or otherwise modified from time to time, “ Loan Agreement ”), in connection with which Borrower delivered a Amended and Restated Revolving Credit Note dated January 23, 2019 in a maximum principal amount of $27,000,000 (the “ Revolving Credit Note ”), and other agreements, documents and instruments in connection therewith (all of the foregoing, as the same may be amended, restated, supplemented or otherwise modified from time to time to be collectively referred to as the “ Loan Documents ”).

Borrower has requested that Lender increase the “Revolving Credit Limit” (as described in the Loan Agreement) to $60,000,000 and make certain other amendments to the Loan Agreement as set forth herein. Upon the terms and conditions contained in this Amendment, Lender has agreed to amend the Loan Agreement as provided below.

AGREEMENT:

(a) All Loan Documents executed by Borrower, including without limitation the Loan Agreement, constitute valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with the terms thereof;

(b) Borrower has no claims, offsets, counterclaims, or defenses with respect to the payment or performance of any Obligations owing to Lender under any of the Loan Documents;

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the terms of the Loan Documents; and

(d) As a material inducement to Lender entering into this Amendment, Borrower acknowledges and agrees that Lender is relying on the accuracy and veracity of each of the above representations.

“ Barreled Inventory Greater than 1 Year ” means, owned bourbon Inventory constituting raw materials, stored in barrels or tanks and with an age of greater than 1 year.

“ Barreled Inventory Less than 1 Year ” means, owned bourbon Inventory constituting raw materials, stored in barrels and with an age of less than 1 year.

“ Eligible Finished Goods ” means, Eligible Inventory consisting solely of finished goods.

“ NOLV ” means, the net orderly liquidation value of Eligible Inventory determined from time to time based upon the most recent Inventory appraisal conducted by Lender pursuant to Section 3.5 of this Agreement.

“ Borrowing Base ” means, at any time, an amount equal to:

“ Eighth Amendment ” means that certain Eighth Amendment to Amended and Restated Loan and Security Agreement dated as of July 17, 2019 between Borrower and Lender.

“ Eighth Amendment Effective Date ” has the meaning given to it in the Eighth Amendment.

“ Revolving Credit Rate ” means, a fluctuating rate that, when annualized, is equal to the greatest of (i) the Prime Rate plus 1.50%, (ii) the LIBOR Rate plus 4.00% and (iii) 5.50%.

“ Unfunded Capital Expenditures ” means as to Borrower, without duplication, a Capital Expenditure funded (a) from such Borrower’s internally generated cash flow or (b) with the proceeds of an Advance under the Revolving Credit.

“ Fixed Charge Coverage Ratio ” means, for any period, the ratio of (A) EBITDA for such period, divided by (B) the sum of the following for such period (calculated on a pre-tax basis): (I) all regularly scheduled cash repayments of principal of the Obligations and other Indebtedness of Borrower (including the principal component of any payments in respect of capital lease obligations), whether or not actually paid or whether accrued or capitalized during such period; plus (II) all regularly scheduled cash payments of interest payable by Borrower in respect of the Obligations and other Indebtedness (including the interest component of any payments in respect of capital lease obligations), whether or not actually paid or whether accrued or capitalized during such period; plus (III) all fees, costs and expenses paid or payable by Borrower with respect to the Obligations and other Indebtedness; plus (IV) Unfunded Capital Expenditures during such period, plus (V) all cash dividends or distributions on Borrower’s equity, membership or partnership interests (as applicable) during such period, plus (VI) all cash distributions paid by Borrower during such period on subordinated debt or equity, plus (VII) all Trademark Availability Decreases during such period.

8.21 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as of the last day of each fiscal quarter, to be less than 1.1 to 1.0, measured on a rolling four (4) fiscal quarter basis.

8.22 Revenue. Permit Borrower’s Revenue arising from sales of Inventory consisting of the “Jefferson’s” brand as of the last day of any fiscal quarter to be less than the applicable amount set forth below for such fiscal quarter:

“ Revenue ” means with respect to revenue for any rolling four (4) fiscal quarter basis, recognized in accordance with GAAP during such period.

3.2 Facility Fee. Until all Obligations with respect to the Revolving Credit are finally and indefeasibly paid in cash to Lender and performed in full, Borrower shall pay to Lender a fee (the “ Facility Fee ”) equal to the product of one quarter of one percent (0.25%) multiplied by the maximum principal amount of the Revolving Credit, such Facility Fee to be earned in full on the Eighth Amendment Effective Date and on the first (1 ^st ) day of each subsequent anniversary thereof. In the absence of an Event of Default, the Facility Fee shall be paid in twelve (12) equal monthly installments, in advance, on the first day of each calendar month. Upon the occurrence of any Event of Default and written notice by Lender, or on the Revolving Credit Termination Date, Borrower shall immediately pay to Lender the portion of the Facility Fee remaining unpaid for the then-current Contract Year. The Facility Fee shall be appropriately adjusted during any Contract Year in which the maximum principal amount of any Loan is increased.

3.3 Collateral Management Fee. Borrower shall pay to Lender a monthly collateral management fee (the “ Collateral Management Fee ”) in an amount equal to Three Thousand and 00/100 Dollars ($3,000). The Collateral Management Fee shall be earned in full on the Eighth Amendment Effective Date and on the first (1 ^st ) day of each calendar month until the date the Obligations have been finally and indefeasibly paid in cash to Lender and performed in full. The Collateral Management Fee shall be paid in arrears commencing on the first Banking Day of the calendar month immediately following the Effective Date and on the first Banking Day of each calendar month thereafter. Upon the occurrence and during the continuance of a Default or Event of Default, the monthly Collateral Management Fee shall equal Six Thousand Dollars ($6,000).

“ 3.7. Liquidated Damages . Subject to the terms and conditions of this Agreement, Borrower shall have the right prior to July 31, 2023 to prepay in full the entire outstanding principal balance of the Revolving Credit, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable to Lender in connection with the Revolving Credit, and all other Obligations payable to Lender under this Agreement and the other Loan Documents. Borrower’s election to prepay the Obligations relating to the Revolving Credit in full shall be delivered to Lender in writing (a “ Principal Reduction Notice ”) at least sixty (60) calendar days’ prior to the date of such prepayment. A Principal Reduction Notice shall be irrevocable when delivered to Lender, and if all Obligations relating to the Revolving Credit are finally and indefeasibly paid to Lender in connection with such Principal Reduction Notice, the Revolving Credit shall be terminated and all obligations of Lender to extend credit to Borrower under the Revolving Credit shall terminate.

If (x) prior to July 31, 2023 Borrower prepays in full the entire outstanding principal balance of the Revolving Credit, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable to Lender in connection with the Revolving Credit, and all other Obligations payable to Lender under this Agreement and the other Loan Documents pursuant to the foregoing paragraph, or (y) pursuant to the terms of this Agreement or any other Loan Document, and prior to July 31, 2023, either (I) Lender demands repayment of the outstanding Obligations in whole or in part, or (II) repayment of the outstanding Obligations are otherwise accelerated in whole or in part, then in the case of either clause (x) or (y) above, at the time of such repayment, prepayment, demand or acceleration, and in addition to the principal balance(s) of the Loan(s) being prepaid, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable to Lender in connection with the Loans, and all other Obligations paid to Lender under this Agreement and the other Loan Documents required to be paid at such time, Borrower shall pay liquidated damages to Lender in an amount equal to the product of (i) and (ii) below:

(i) if prepayment, repayment, demand or acceleration of the Revolving Credit, the Revolving Credit Limit;

multiplied by

(ii) (A) three percent (3.00%) if such prepayment, repayment, demand or acceleration occurs on or prior to July 31, 2021, (B) two percent (2.00%) if such prepayment, repayment, demand or acceleration occurs on or prior to July 31, 2022, and (C) one percent (1.00%) if such prepayment, repayment, demand or acceleration occurs after July 31, 2022; provided, that, to the extent any prepayment occurs under the immediately foregoing clause (x) as a result of a sale of all or substantially all of Borrower’s assets or equity interests and the Obligations are fully paid and satisfied as a result of such transaction, then such percentage shall be equal to one quarter of one percent (0.25%).

Lender and Borrower each hereby acknowledges and agrees that it would be impractical and extremely difficult to ascertain Lender’s actual damages from early termination of the Revolving Credit and that the above liquidated damages have been arrived at by mutual agreement of Lender and Borrower as to a reasonable calculation of Lender’s lost profits as a result of early termination of the Revolving Credit. Lender and Borrower each further hereby acknowledges and agrees that the liquidated damages provided above are intended to be fair and reasonable approximations of Lender’s actual damages from early termination of the Revolving Credit, are presumed to be the amount of damages sustained by Lender as a result of such early termination, are reasonable under the circumstances currently existing, and that the liquidated damages are not intended to be penalties.

“(a) Permitted Payments . Subject to the terms and conditions hereof, CBI shall be permitted to make:

(i) concurrently with the Effective Date principal payments in an aggregate amount equal to One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) plus aggregate accrued and unpaid interest of Twenty Three Thousand Five Hundred Eight and 00/100 Dollars ($23,508.00) in full repayment of the Promissory Notes dated on or about August 7, 2013 in an aggregate original principal amount equal to One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) issued by CBI (“ CBI August 2013 Subordinated Notes ”) to the lending parties named therein (collectively, the “ CBI August 2013 Subordinated Noteholders ”);

(ii) regularly scheduled payments of interest due and payable under the terms of the Castle Brands Inc. 5% Subordinated Convertible Notes due 2018 Purchase Agreement dated on or about October 21, 2013 (the “ 2018 Subordinated Notes Purchase Agreement ”), the Castle Brands Inc. 5% Subordinated Convertible Notes due 2018 dated on or about October 21, 2013 (collectively, the “ 2018 Subordinated Notes ”) and issued to the “Purchasers” (the “ 2018 Subordinated Noteholders ”) executing the 2018 Subordinated Notes Purchase Agreement, and the other agreements, documents and instruments executed and/or delivered to CBI in connection therewith (all such agreements, documents and instruments, together with any amendments, restatements, extensions or other modifications made from time to time, shall be collectively referred to herein as the, the “ 2018 Subordinated Debt Documents ”), as the 2018 Subordinated Debt Documents are in effect on the date hereof, but not any mandatory, voluntary, discretionary or optional payment, distribution, or other amount in repayment or prepayment of the 2018 Subordinated Notes or under the 2018 Subordinated Debt Documents, whether required or permitted pursuant to the terms of the 2018 Subordinated Debt Documents, due to the acceleration of maturity of 2018 Subordinated Notes, in whole or in part, or any other 2018 Subordinated Debt Document, in whole or in part, for any reason; and

(iii) concurrently with the Eighth Amendment Effective Date the entire amount then due and payable under the terms of the 11% Subordinated Note due 2020 dated March 29, 2017, as amended, issued by Castle Brands Inc. in favor of Frost Nevada Investment Trust.

For purposes of this Agreement the 2018 Subordinated Noteholders shall be collectively referred to as the “ Junior Creditors ”, the 2018 Subordinated Debt Documents shall be referred to as the “ Junior Creditor Loan Documents ”, each payment permitted pursuant to the provisions of this Section 8.6(a) shall be referred to as a “ Permitted Payment ”, and any amendment, modification, restatement, extension or replacement of any Junior Creditor Loan Document after the date of this Agreement shall be disregarded for purposes of determining Permitted Payments.

4.9 Voting Rights, Dividends, Replacement/Release of Collateral.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers.

Eighth Amendment Effective Date: July 17, 2019

EXHIBIT A: NOTICE OF BORROWING

ACF FinCo I LP

580 White Plains Road

Suite 610

Tarrytown, NY 10591

Re: Request for Advance

The undersigned requests the following Advance(s) of the Revolving Credit pursuant to Section 2.1 of the Amended and Restated Loan and Security Agreement dated as of September 22, 2014 between ACF FinCo I LP (as successor-in-interest to Keltic Financial Partners II, LP) and the undersigned, as the same may be amended, supplemented or otherwise modified (“ Loan Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

For Credit to:

Please wire the requested Advance(s) to our operating account number ____________________________ at ______________________________________________ in accordance with the following wire instructions:

_______________________________________________

_______________________________________________

_______________________________________________

_______________________________________________.

Please call the undersigned to confirm receipt of this fax at (____) _______.

EXHIBIT 4.2

SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, 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 ”) (collectively, “ Borrower ”), jointly and severally promise to pay to the order of ACF FINCO I LP , a Delaware limited partnership (“ Lender ”), at 560 White Plains Road, Suite 400, Tarrytown, New York 10591 or at such other place as Lender may from time to time in writing designate, the principal sum of each Advance made by Lender to Borrower under that certain Amended and Restated Loan and Security Agreement dated as of September 22, 2014 between Borrower and Lender, as amended by a First Amendment dated as of August 7, 2015, by a Second Amendment dated as of August 17, 2015, by a Third Amendment dated as of October 18, 2017, by a Fourth Amendment dated as of May 15, 2018, by a Fifth Amendment dated as of October 11, 2018, by a Sixth Amendment dated as of November 8, 2018, by a Seventh Amendment dated as of January 23, 2019, and by an Eighth Amendment dated on or about the date of this Note (as so amended, together with all Exhibits and Schedules thereto, as the same may be subsequently amended, extended, restated , supplemented or otherwise modified from time to time, the “ Loan Agreement ”). The aggregate unpaid principal balance hereof shall not exceed at any time the sum of SIXTY MILLION AND 00/100 DOLLARS ($60,000,000.00). Unless defined herein, capitalized terms shall have the meanings given such terms in the Loan Agreement.

The entire unpaid principal balance of this Note, all accrued and unpaid interest thereon, all fees, costs and expenses payable in connection with the Revolving Credit, and all other sums due hereunder and under the Loan Documents in connection with the Revolving Credit, shall be due and payable in cash IN FULL on the Termination Date.

Borrower shall pay interest on the outstanding principal amount of this Note to Lender until all Obligations with respect to this Note and the Revolving Credit have been finally and indefeasibly paid to Lender in cash and performed in full. Interest shall accrue daily on the daily unpaid principal amount of this Note, and Borrower shall pay interest to Lender monthly in arrears commencing on the first Banking Day of the calendar month immediately following the Effective Date and on the first Banking Day of each calendar month thereafter. The principal balance of this Note shall bear interest at the rate set forth in Section 3.1 of the Loan Agreement, unless otherwise provided for by the terms of the Loan Agreement.

All repayments or prepayments of principal, all payments of interest and all payments of fees, costs and expenses payable in connection with the Revolving Credit shall be made by Borrower, or credited to the account of Borrower by Lender, pursuant to the terms of the Loan Agreement. Borrower may prepay the indebtedness evidenced by this Note in whole or in part pursuant to, and subject to, the applicable provisions of the Loan Agreement and Loan Documents.

This is the “Revolving Credit Note” referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all of the security interests, liens and encumbrances granted by Borrower or any other person to Lender pursuant to the Loan Agreement, all collateral security agreements executed and/or delivered by Borrower or any other person to Lender, and all of the other Loan Documents, including, without limitation, supplemental provisions regarding mandatory and/or optional prepayment rights and premiums. This Note amends and restates in its entirety, and is given in replacement of and in substitution for, but not in payment, extinguishment, satisfaction, discharge, termination or novation of, the Amended and Restated Revolving Credit Note executed and delivered by Borrower to Lender dated on or about January 23, 2019.

The entire unpaid Obligations and Indebtedness evidenced by this Note shall become immediately due and payable, without further notice to or demand of Borrower upon the happening of any Event of Default. After an Event of Default, Lender shall have all of the rights and remedies available to Lender as set forth in the Loan Documents, including but not limited to those relating to the enforcement of this Note and the collection of the Obligations owing in connection with this Note and the Revolving Credit.

The agreements, covenants, Indebtedness, liabilities and Obligations of Borrower set forth in this Note shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of the Revolving Credit is rescinded or must otherwise be restored or returned by Lender by reason of any bankruptcy, reorganization, arrangement, composition or similar proceeding or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any other Person, or any Property of Borrower or any other Person, or otherwise, all as though such payment had not been made.

Whenever any payment to be made under this Note shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of time shall be included in the computation of any interest then due and payable hereunder.

The undersigned and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note and any provision hereof may not be waived, modified, amended or discharged orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification, amendment or discharge is sought.

The agreements, covenants, Indebtedness, liabilities and Obligations of Borrower under this Note are joint and several obligations of each of the undersigned. Each of undersigned expressly represents that it is part of a common enterprise and that any financial accommodations by Lender under this Note and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to the undersigned.

This Note shall be governed by and construed in accordance with the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof. This Note shall be binding upon Borrower, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns. Lender shall have the right, without the necessity of any further consent of or other action by Borrower, to sell, assign, securitize or grant participations in all or a portion of Lender’s interest in this Note to other financial institutions of Lender’s choice and on such terms as are acceptable to Lender in Lender’s sole discretion. Borrower shall not assign, exchange or otherwise hypothecate any Obligations under this Note or any other rights, liabilities or obligations of Borrower in connection with this Note, in whole or in part, without the prior written consent of the Lender, and any attempted assignment, exchange or hypothecation without such written consent shall be void and be of no effect.

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IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year first above written.