Castle Brands Board (ROX)

[PersianMeow]

Well, let me start by saying all I got from this:

https://www.sec.gov/Archives/edgar/data/1311538/999999999717007900/filename1.pdf

Is "Specifically, Rules 406 and 24b-2 set forth the exclusive
means for obtaining confidential treatment of information
contained in a document filed under the Securities Act and under
the Exchange Act, respectively, /9 that would be exempt from
disclosure under the Freedom of Information Act ("FOIA"). /10"

It appears it prevents disclosure of any information via the FOIA.

Further the areas with a

in the below are omitted from filing:

“Ginger Beer Percentage” shall mean as follows: (i) if total Ginger Beer Case sales by Polar or another GXB – authorized manufacturer to the Company are less than [ * ] Ginger Beer Cases for the last twelve full months prior to the time of a sale, the Ginger Beer Percentage shall be [ * ]% of the sale Proceeds; and (ii) to the extent that Ginger Beer Case sales by Polar or another GXB – authorized manufacturer to the Company are greater than or equal to [ * ] Ginger Beer Cases for the last twelve full months prior to the time of a sale, the Ginger Beer Percentage shall increase by an additional [ * ]% of the sale Proceeds for each additional [ * ] Ginger Beer Cases sold during the last twelve full months prior to the time of a sale, subject to a maximum Ginger Beer Percentage of [ * ]% at [ * ] Ginger Beer Case sales or more; provided, however, that to the extent that total Ginger Beer Case sales by Polar or another GXB – authorized manufacturer to the Company are greater than or equal to [ * ] Ginger Beer Case sales for the last twelve full months prior to the time of a sale, the Ginger Beer Percentage shall be increased by an additional [ * ]% of the sale Proceeds less any amounts received by the Company from Polar Corp. pursuant to Section 6 of the Polar Agreement.

b. Rum Products – Sharing. In the event GXB should decide to sell any or all of its portfolio Products (other than Goslings Stormy Ginger Beer) and/or Trademark(s) (other than Goslings Stormy Ginger Beer), whether sold directly or indirectly through the sale of stock of GXB or its parent company, to a third party, the Company or Castle, then, in recognition of the facts that (1) the Company has enhanced the value of the Trademarks through its marketing investments and sales performance under this Agreement, and (2) the Company may henceforth no longer have the opportunity to earn a full return on its investments in the brand(s) being sold, GXB agrees to share the Proceeds of any such sale with the Company pursuant to the following formula:



i. If total Case sales by GXB to the Company are less than [ * ] Cases for the last twelve full months prior to the time of a sale, the Company shall receive [ * ]% of the sale Proceeds.



ii. To the extent that Case sales are greater than [ * ] Cases but less than [ * ] cases, the Company shall be entitled to an additional [ * ]% of the Proceeds for each additional [ * ] Cases sold during the prior full twelve months (growing to a level of [ * ]% at [ * ] cases).



iii. To the extent that Case sales exceed [ * ] Cases, the Company shall be entitled to an additional [ * ]% of the Proceeds for each additional [ * ] Cases sold over [ * ] cases during the prior full twelve months, subject to a maximum of [ * ]% of the sales Proceeds for Case sales of [ * ] or more.



iv. If the Company no longer holds the distribution rights to Products at the time of a sale of Products and/or Trademarks, then the Company’s share of earned Proceeds shall decline at the rate of [ * ]% per Contract Year from the Proceeds that would have been payable if the Company still held said distribution rights; beginning with the first Contract Year following non-renewal of the Company’s distribution rights. (For example, if the Company’s shares were [ * ]% at the time it no longer holds the distribution rights, that percentage would decline at the rate of [ * ]% per year for [ * ] years.)

The Initial Term of this Agreement shall be twenty-five (25) years. Provided that this Agreement has not sooner terminated in accordance with Section 10, upon expiration of the Initial Term, the Agreement will automatically renew for ten (10) year periods (“Renewal Terms” and together with the Initial Term, the “Term”) as long as the Company shall have sold a number of Cases during the Initial Term or any Renewal Term (the “Threshold Amount”), which reflects a rate of growth in Case sales during such period that is equal to or exceeds the [ * ] or does not exceed the [ * ] rate of rum sales in the U.S. during such period, as reported by [ * ], or other mutually acceptable industry data supplier. The Threshold Amount may be amended at any time by mutual agreement of the parties to reflect a new Threshold Amount for the Initial Term or any Renewal Term.

Producer’s Profit for all rum Products shall be increased, effective as of April 1, 2014, from [ * ] per rum Case to [ * ] per rum Case for any rum Case in excess of [ * ] rum Cases during any annual period beginning on April 1st. For the Ready To Drink (“RTD”) Products, including, without limitation, the Goslings Dark ‘n Stormy RTD and the Goslings Rum Swizzle RTD, Producer’s Profit shall be calculated based on a per equivalent Case (12 x 750 ml) of eighty proof Goslings rum actually utilized in the RTD product.



2. The price to be charged by GXB for the sale of Ginger Beer Products to the Company shall be determined as provided in Section 2 and Schedule B of the Polar Agreement. As of March 23, 2017, the current case price (ex. warehouse) of Goslings Stormy Ginger Beer, 12 oz. cans - 4-6 Pk., is $[ * ].


So, it appears it's the business dealings on contractual framework. I am not familiar with their previous business plans but it seems to be ROX is positioning themselves for success making sure that the risk tolerance is fair (I assume).