Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 1 TO EXPORT AGREEMENT
Amendment No. 1 to Export Agreement (this "Amendment"), dated as of
February 18, 2005, by and among Gosling Partners Inc., a Delaware corporation
(the "Company") and Gosling's Export (Bermuda) Limited ("GXB"), a company
organized under the laws of Bermuda.
WHEREAS, the Company has entered into a Subscription Agreement, dated
as of February 18, 2005 with Castle Brands Inc. ("Castle"), pursuant to which
Castle acquired a majority interest in the Company;
WHEREAS, the parties hereto seek to be protected with regard to the
rights and obligations under the Export Agreement in the event Castle sells it
controlling interests to a third party.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agrees as follows:
1. Section 12(d) of the Export Agreement shall be deleted in its
entirety and replaced with the following:
"(d) Assignment. Because of the importance of the personal
relationships of the parties and the mutual levels of trust established
between them, it is agreed that none of the rights or obligations created
by this Agreement shall be assignable by either party without the written
consent of the other party, which consent cannot be unreasonably withheld.
In the event of an assignment of this Agreement, the Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties. Furthermore, the terms and condition set forth herein and the
rights and obligations of the parties under this Agreement shall not be
affected by a change of control of the Company; provided that upon any such
change of control, any sale or transfer of shares of the Company by the new
controlling person shall be subject to the approval of GXB.
Notwithstanding the foregoing, GXB is free to sell its Products and/or
Trademarks, subject to Section 4 hereof and the stockholders of the Company
are free to sell their shares subject to any current or future restrictions
governing such shares."
2. This Amendment shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware without regard to any
conflicts of laws or rules which would require application of the laws of any
other jurisdiction.
3. Capitalized terms used herein, unless otherwise defined herein,
shall have the meanings set forth in the Export Agreement.
4. Except as specifically amended herein, the Export Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 18th day of February 2005.
GOSLING PARTNERS INC.
By: /s/ E. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: E. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
GOSLING'S EXPORT (BERMUDA) LIMITED
By: /s/ E. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: E. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President