Footnotes
| ID | footnote |
|---|
| f1 |
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 officer of issuer, effective on october 9, 2019. |
| f2 |
represents shares tendered to the purchaser in connection with the tender offer. |
| f3 |
the reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of section 16 or for any other purpose. |
| f4 |
the option vested in four equal annual installments commencing on june 11, 2011. |
| f5 |
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. |
| f6 |
the option vested in four equal annual installments commencing on june 20, 2012. |
| f7 |
the option vested in four equal annual installments commencing on june 8, 2013. |
| f8 |
the option vested in four equal annual installments commencing on june 5, 2014. |
| f9 |
the option vested in four equal annual installments commencing on may 28, 2015. |
| f10 |
the option vested in four equal annual installments commencing on june 2, 2016. |
| f11 |
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. |
| f12 |
the option vests in four equal annual installments commencing on june 3, 2017, provided that mr. lampen is then still a director or employee of the company, subject to earlier vesting in the event of death, disability or a "change of control." |
