fs1a2ex4vii_celsius.htm


     

    Exhibit
4.7

     

    WARRANT
AGREEMENT

     

    Agreement
made as of February __, 2010 between CELSIUS HOLDINGS, INC., a Nevada
corporation, with offices at 140 NE 4th Avenue, Suite C, Delray Beach, FL 33483
(“Company”), and INTERWEST TRANSFER COMPANY, INC., a Utah corporation, with
offices at 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117
(“Warrant Agent”).

     

    WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of units, each
unit comprised of four shares of Common Stock (as defined below) and one Warrant
(as defined below) (the “Units”) and, in connection therewith, has determined to
issue and deliver (i) up to 1,035,000 Warrants (“Public Warrants”) to the public
investors (including those Warrants covered by the over-allotment option) and
(ii) up to 18,000 Warrants (“Underwriters’ Warrants”) to the underwriters of the
Public Offering upon exercise of the purchase option granted to the underwriters
pursuant to the underwriting agreement relating to the Public Offering (the
Public Warrants and the Underwriters’ Warrants, together, the “Warrants”), each
of such Warrants evidencing the right of the holder thereof to purchase one
share of Common Stock of the Company, par value $.001 per share (“Common
Stock”), for $_______ , subject to adjustment as described herein;
and

     

    WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration
Statement on Form S-1, No. 333-163207 (“Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Warrants and the shares of Common Stock issuable upon
exercise of the Warrants; and

     

    WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants; and

     

    WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and

     

    WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Agreement.

     

     

    
      
        
        

      

      
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    NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

     

    1. Appointment of Warrant
Agent.  The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

     

    2. Warrants.

     

    2.1 Form of
Warrant.  Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board or President and Treasurer,
Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of
issuance.

     

    2.2 Effect of
Countersignature.  Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

     

    2.3 Registration.

     

    2.3.1 Warrant
Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration of
transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.

     

     

    
      
        
        

      

      
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    2.3.2 Registered
Holder.  Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register
(“registered holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

     

    2.4 Detachability of
Warrants.  The securities comprising the Units, including the
Warrants, will be issued separately and will be separately transferable
immediately upon issuance.

     

    2.5 Warrant
Attributes.  The Underwriters’ Warrants shall have the same
terms and be in the same form as the Public Warrants.

     

    2.6 Uncertificated
Warrants.  Notwithstanding the foregoing and anything else
herein to the contrary, the Warrants may be issued in book-entry or
uncertificated form.

     

    3. Terms and Exercise of
Warrants

     

    3.1 Warrant
Price.  Each Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $_____________ per
whole share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1.  The term “Warrant Price” as used
in this Warrant Agreement refers to the price per share at which shares of
Common Stock may be purchased at the time a Warrant is exercised.  The
Company in its sole discretion may lower the Warrant Price at any time prior to
the Expiration Date for a period of not less than twenty business days, provided
that any such reduction shall be identical among all of the
Warrants.

     

     

    
      
        
        

      

      
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    3.2 Duration of
Warrants.  A Warrant may be exercised only during the period
(“Exercise Period”) commencing on February ___, 2010 and terminating at 5:00
p.m., New York time on February ____, 2013 (“Expiration Date”).  Each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date; provided that if a
Warrant holder attempts to exercise a Warrant in accordance with Section 3.3
prior to the Expiration Date and the Registration Condition (as defined below)
is not satisfied at such time, such Warrant may be exercised until the later of
February ____, 2013 and the tenth business day following notice to the Warrant
holder that the Registration Condition is satisfied with respect to either Cash
Exercise or, to the extent available to such Warrant holder, Cashless
Exercise.  The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, the Company
will provide notice to registered holders of the Warrants of such extension of
not less than 20 days and, further provided that any such extension shall be
identical in duration among all of the Warrants.

     

    3.3 Exercise of
Warrants.

     

    3.3.1 Payment.  Subject
to the provisions of the Warrant and this Warrant Agreement,  a
Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant
Agent, or at the office of its successor as Warrant Agent, in Salt Lake City,
State of Utah, with the subscription form, as set forth in the Warrant, duly
executed (or in the case of the Warrants held in book-entry form on the records
of the Depositary Trust Company (“DTC”) or its nominee, the Warrant being
exercised free on the records of the DTC to an account of the Warrant Agent at
DTC with a subscription form properly delivered in accordance with DTC’s
procedures), and by paying in full the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the shares of Common Stock and the issuance of such shares of Common
Stock, as follows:

     

    (a) in lawful
money of the United States, in cash, good certified check or good bank draft
payable to the order of the Company (“Cash Exercise”); or

     

     

     

    
      
        
        

      

      
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    (b) if a
registration statement, or an exemption from registration, under the Act is not
available for the resale of the shares of Common Stock underlying the Warrant
and the “Fair Market Value” (as defined below) is greater than the Warrant
Price, by surrendering the Warrant for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock as to which the Warrant is exercised multiplied by the
difference between the Warrant Price and the Fair Market Value by (y) the Fair
Market Value (“Cashless Exercise”). Solely for purposes of this Section
3.3.1(b), the “Fair Market Value” shall mean the arithmetic average of closing
sale price of the Common Stock for the five (5) trading days ending on the
trading day immediately prior to the date of exercise.

     

    3.3.2 Issuance of
Certificates.  As soon as practicable but in any event by 5:00
p.m., Salt Lake City time on the third business day after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price (if cash
is paid), the Company shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of Common Stock to
which he is entitled, registered in such name or names as may be directed by
him, her or it (or in lieu of delivering physical certificates, if the Warrant
agent is participating in DTC’s Fast Automated Securities Transfer program, the
Company shall use its reasonable best efforts to cause the Warrant Agent to
credit the account of the applicable DTC participant through DTC’s Deposit
Withdrawal Agent Commission system), and if such Warrant shall not have been
exercised in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised.  Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless:  (i) a registration statement under the Act with
respect to the shares of Common Stock is effective, subject to the Company’s
satisfying its obligations under Section 7.4 or (ii) in the opinion of counsel
to the Company, the exercise of the Warrants is exempt from the registration
requirements of the Act and such securities are qualified for sale or exempt
from qualification under applicable securities laws of the states or other
jurisdictions in which the registered holders reside (“Registration Condition”).
In the event the Registration Condition is not satisfied, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value. In no event will the Company be required to net cash settle the
Warrant exercise.  Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be
unlawful.

     

    3.3.3 Valid
Issuance.  All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

     

     

    
      
        
        

      

      
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    3.3.4 Date of
Issuance.  Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the share transfer books are
open.

     

    3.3.5 Limitations on
Exercise.  Notwithstanding anything to the contrary contained
herein, the number of shares of Common Stock that may be acquired by the
registered holder upon any exercise of Warrants (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then
beneficially owned by such holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the holder's for
purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the
total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This provision shall not restrict the number of shares of Common Stock which a
registered holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such holder may receive in the
event of a transaction contemplated by Section 4 of this Warrant
Agreement.  This restriction may not be waived.

     

    4. Adjustments.

     

    4.1 Stock Dividends - Split
Ups.  If after the date hereof, and subject to the provisions
of Section 4.6 below, the number of outstanding shares of Common Stock is
increased by a stock dividend payable in shares of Common Stock, or by a split
up of Common Stock, or other similar event, then, on the effective date of such
stock dividend, split up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares of Common Stock.

     

     

    
      
        
        

      

      
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    4.2 Aggregation of
Shares.  If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of Common Stock or other similar event, then, on the effective
date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.

     

    4.3 Adjustments in Exercise
Price.  Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

     

    4.4 Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved
(each a “Fundamental Transaction”), it shall be a condition to such Fundamental
Transaction that the Company or any successor to the Company in the Fundamental
Transaction (“Successor”) either (i) if the common stock of the Company or any
Successor is traded on a national securities exchange (as defined in the Act)
after the Fundamental Transaction, assume or remain bound by each outstanding
Warrant or deliver in exchange for each outstanding Warrant a written instrument
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    similar
to the Warrant entitling the Warrant holders to purchase, in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the common stock
of the Company or any Successor at an exercise price equitably adjusted to
reflect the terms of the Fundamental Transaction or (ii) if the common stock of
the Company or any Successor is not so traded, deliver in exchange for each
outstanding Warrant a written instrument substantially similar to the Warrant
entitling the Warrant holders to purchase, in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
Fundamental Transaction, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in Common Stock
covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4.  The provisions of this
Section 4.4 shall similarly apply to successive Fundamental
Transactions.

     

    4.5 Notices of Changes in
Warrant.  Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event,
the Company shall give written notice to each Warrant holder, at the last
address set forth for such holder in the warrant register, of the record date or
the effective date of the event.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such
event.

     

    4.6 No Fractional
Shares.  Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants.  If, by reason of any adjustment made
pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up or down to the nearest whole number
the number of the shares of Common Stock to be issued to the Warrant
holder.

     

     

     

    
      
        
        

      

      
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    4.7 Form of
Warrant.  The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4 (other than Section 4.4), and Warrants
issued after such adjustment may state the same Warrant Price and the same
number of shares as is stated in the Warrants initially issued pursuant to this
Agreement.  However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. Transfer and Exchange of
Warrants.

     

    5.1 Registration of
Transfer.  The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent.  The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon
request.

     

    5.2 Procedure for Surrender of
Warrants.  Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.

     

    5.3 Fractional
Warrants.  The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

     

     

    
      
        
        

      

      
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    5.4 Service
Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

     

    5.5 Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such
purpose.

     

    6. [Reserved.]

     

    7. Other Provisions Relating to
Rights of Holders of Warrants.

     

    7.1 No Rights as
Shareholder.  A Warrant does not entitle the registered holder
thereof to any of the rights of a shareholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as shareholders in
respect of the meetings of shareholders or the election of directors of the
Company or any other matter.

     

    7.2 Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.

     

    7.3 Reservation of Shares of
Common Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.

     

     

    
      
        
        

      

      
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    7.4 Registration of Shares of
Common Stock.  The Company agrees that it shall, as necessary,
use its best efforts to file with the Securities and Exchange Commission a
post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of the shares of Common Stock
issuable upon exercise of the Warrants, and it shall use its best efforts to
take such action as is necessary to qualify for sale, in those states in which
the Warrants were initially offered by the Company, the shares of Common Stock
issuable upon exercise of the Warrants.  In either case, the Company
will use its best efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Agreement.  In
addition, the Company agrees to use its best efforts to register such securities
under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available.  The provisions
of this Section 7.4 may not be modified, amended or deleted without the prior
written consent of Ladenburg Thalmann & Co. Inc., the representative of the
underwriters of the Public Offering.

     

    8. Concerning the Warrant Agent
and Other Matters.

     

    8.1 Scope of
Responsibility.  Notwithstanding any provision to the contrary,
the Warrant Agent is obligated only to perform the duties specifically set forth
in this Agreement, which shall be deemed purely ministerial in
nature.  Under no circumstances will the Warrant Agent be deemed to be
a fiduciary to any party or any other person under this
Agreement.  The Warrant Agent will not be responsible or liable for
the failure of any party to perform in accordance with this Agreement. The
Warrant Agent shall neither be responsible for, nor chargeable with, knowledge
of the terms and conditions of any other agreement, instrument, or document
other than this Agreement, whether or not an original or a copy of such
agreement has been provided to the Warrant Agent; and the Warrant Agent shall
have no duty to know or inquire as to the performance or nonperformance of any
provision of any such agreement, instrument, or document.  References
in this Agreement to any other agreement, instrument, or document are for the
convenience of the parties hereto, and the Warrant Agent has no duties or
obligations with respect thereto.  The Warrant Agent shall be under no
duty to inquire into or investigate the validity, accuracy or content of any
certificate, notice, instruction or request.  The Warrant Agent shall
have no duty to confirm or verify the accuracy or correctness of any documents
deposited with it hereunder.  The Warrant Agent shall have no duty or
obligation to make any calculations of any kind hereunder.

     

     

    
      
        
        

      

      
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    8.2 Disagreements.  If
any conflict, disagreement or dispute arises between, among, or involving any of
the parties hereto concerning the meaning or validity of any provision hereunder
or concerning any other matter relating to this Agreement; if the Warrant Agent
is in doubt as to the action to be taken hereunder; the Warrant Agent receives
conflicting demands or instructions relating to the provisions of this
Agreement; or the Warrant Agent receives instructions, from any party to this
Agreement, that it believes are contrary to the terms of this Agreement, the
Warrant Agent is authorized to retain any received warrants and/or funds for
exercise thereof until the Warrant Agent (i) receives a final non-appealable
order of a court of competent jurisdiction or a final non-appealable arbitration
decision directing the disposition of any received warrants and/or funds for the
exercise thereof (and the parties hereto agree not to make the Warrant Agent a
party to such action) (ii) receives a written agreement executed by each of the
parties involved in such disagreement or dispute jointly directing the
disposition of any received warrants and/or funds for the exercise thereof, in
which event the Warrant Agent shall be authorized to take the actions regarding
the received warrants and/or funds received for the exercise thereof in
accordance with such final court order, arbitration decision, or agreement, or
(iii) files an interpleader action in the Third Judicial District Court for Salt
Lake County, State of Utah, and upon the filing thereof, the Warrant Agent shall
be relieved of all liability as to the received warrants and/or funds received
for the exercise thereof and shall be entitled to recover attorneys’ fees,
expenses and other costs incurred in commencing and maintaining any such
interpleader action.  The Warrant Agent shall be entitled to act on
any such agreement, court order, or arbitration decision without further
question, inquiry, or consent.

     

    8.3 Concerning the Warrant
Agent.  The Warrant Agent may:

     

    (a) rely on
and shall be protected in acting upon any certificate, instrument, opinion,
notice, instruction, letter, telegram or other document, or any security,
delivered to Warrant Agent and believed by Warrant Agent to be genuine and to
have been signed by the proper party or parties;

     

    (b) rely on
and shall be protected in acting upon the written instructions of Company, its
counsel, or its representatives;

     

     

    
      
        
        

      

      
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    (c) consult
with counsel, and the written advice of such counsel or any written opinion of
such counsel shall be full and compete authorization and protection in respect
of any action taken, suffered or omitted by Warrant Agent hereunder in
accordance with such advice of such counsel or any such opinion of such
counsel.

     

    8.4 In the
event that the Warrant Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands which, in its
opinion, are in conflict with any of the provisions of this Agreement, it shall
be entitled to refrain from taking any action until the questions regarding its
duties and rights are clarified to its satisfaction or it shall be directed
otherwise by a final judgment of a court of competent jurisdiction.

     

    8.5 Notwithstanding
any other provision of this Agreement, the Warrant Agent shall not be obligated
to perform any obligation hereunder and shall not incur any liability for the
nonperformance or breach of any obligation hereunder to the extent that the
Warrant Agent is delayed in performing, unable to perform or breaches such
obligation because of acts of God, war, terrorism, fire, floods, strikes,
electrical outages, equipment or transmission failures, or other causes
reasonably beyond its control.

     

    8.6 IN NO
EVENT SHALL THE WARRANT AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE WARRANT AGENT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM
OF ACTION.

     

    8.7 The  Warrant
Agent shall not be responsible for the sufficiency or accuracy of the form, or
of the execution, validity, value or genuineness of, any document or property
received, held or delivered to it hereunder, or of any signature or endorsement
thereon, or for any lack of endorsement thereon, or for any description therein;
nor shall the Warrant Agent be responsible or liable to the Company or to anyone
else in any respect on account of the identity, authority or rights, of the
person executing or delivering or purporting to execute or deliver any document
or property or this Agreement.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    8.8 The
Warrant Agent shall have the right to assume, in the absence of written notice
to the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Warrant Agent, does not
exist or has not occurred, without incurring liability to the Company or to
anyone else for any action taken or omitted to be taken or omitted, in good
faith and in the exercise of its own best judgment, in reliance upon such
assumption.

     

    8.9 Indemnification.  The
Company shall indemnify, defend and hold harmless the Warrant Agent from and
against any and all loss, liability, cost, damage and expense, including,
without limitation, attorneys’ fees and expenses or other professional fees and
expenses which the Warrant Agent may suffer or incur by reason of any action,
claim or proceeding arising out of or relating in any way to this Agreement, any
received warrants, or any transaction to which this Agreement
relates.  The provisions of this Section shall survive the termination
of this Agreement by its own terms or otherwise.

     

    8.10 Limitation of
Liability.  The Warrant Agent shall not be liable, directly or
indirectly, for any (i) damages, losses or expenses arising out of the services
provided hereunder, other than damages, losses or expenses which have been
finally adjudicated to have directly resulted from the Warrant Agent’s gross
negligence or willful misconduct, or (ii) special, indirect or consequential
damages or losses of any kind whatsoever (including without limitation lost
profits), even if the Warrant Agent has been advised of the possibility of such
losses or damages and regardless of the form of action.

     

    8.11 Payment of
Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

     

    8.12 Resignation, Consolidation,
or Merger of Warrant Agent.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    8.12.1 Appointment of Successor
Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company.  If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent.  If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost.  Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of either the State
of Utah, Florida or New York, in good standing and having its principal office
in either Salt Lake City, State of Utah, Miami, State of Florida or New York,
State of New York, as selected by the holder of the Warrants making application
to the Court and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state
authority.  After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

     

    8.12.2 Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.

     

    8.12.3 Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.

     

    8.13 Fees and Expenses of Warrant
Agent.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    8.13.1 Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

     

    8.13.2 Further
Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

     

    8.14 Acceptance of
Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.

     

    9. Miscellaneous
Provisions.

     

    9.1 Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

     

    9.2 Notices.  Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as
follows:

     

    Celsius
Holdings, Inc.

    140 NE
4th Avenue, Suite C

    Delray
Beach, Florida 33483

    Attn:  CEO
and CFO

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

    Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

    


    Interwest
Transfer Company, Inc.

    1981 East
Murray Holladay Road, Suite 100

    Salt Lake
City, Utah 84117

    Attn:  Warrant
Department

    


    with a
copy in each case to:

    


    Graubard
Miller

    The
Chrysler Building

    405
Lexington Avenue

    New York,
New York 10174

    Attn:  David
Alan Miller, Esq.

    


    and

    


    Arnstein
& Lehr LLP

    200 East
Las Olas Boulevard, Suite 1700

    Fort
Lauderdale, Florida 33301-2299

    Attn:  Dale
S. Bergman, Esq.

    


    and

    Ladenburg
Thalmann & Co. Inc.

    4400
Biscayne Blvd, 14th Floor

    Miami,
Florida 33137

    Attn:  Daniel
Seiner, Managing Director

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    9.3 Applicable
Law.  The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another
jurisdiction.  The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of the State of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim.

     

    9.4 Persons Having Rights under
this Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections 7.4, 9.2 and 9.8 hereof, Ladenburg Thalmann & Co. Inc.,
any right, remedy, or claim under or by reason of this Warrant Agreement or of
any covenant, condition, stipulation, promise, or agreement
hereof.  Ladenburg Thalmann & Co. Inc. shall be deemed to be a
third-party beneficiary of this Agreement with respect to Sections 7.4, 9.2 and
9.8 hereof.  All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and Ladenburg Thalmann & Co. Inc.
with respect to the Sections 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the registered holders of the Warrants.

     

    9.5 Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent for inspection by the
registered holder of any Warrant.  The Warrant Agent may require any
such holder to submit his Warrant for inspection by it.

     

    9.6 Counterparts.  This
Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    9.7 Effect of
Headings.  The Section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

     

    9.8 Amendments.  This
Agreement may be amended by the parties hereto without the consent of any
registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered
holders.  All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent of Ladenburg Thalmann & Co. and the registered
holders of a majority of the then outstanding
Warrants.  Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the registered
holders.

     

    Severability.  This
Warrant Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above
written.

     

     

    CELSIUS
HOLDINGS, INC.

     

    By:                                                   
           
      

    Name:

    Title:

     

     

     

    INTERWEST
TRANSFER COMPANY, INC.

     

    By:                                                      
                  

    Name:

    Title:

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              NUMBER

              ________-W

            	 
      	
              (SEE
      REVERSE SIDE FOR LEGEND)

              THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. SALT LAKE CITY
      TIME, __________, 2013

               

            	 
      	
              WARRANTS

            


    

    CELSIUS
HOLDINGS, INC.

    CUSIP
__________

    WARRANT

     

    THIS
CERTIFIES THAT, for value received  

    


    is the
registered holder of a Warrant or Warrants expiring ________, 2013 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $0.001 per share (“Share(s)”), of Celsius Holdings, Inc., a Nevada
corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on _______, 2010, such number of Shares of the Company
at the price of $_____ per share, upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent,
Interwest Transfer Company, Inc., but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and Interwest Transfer
Company, Inc.  The Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant and shall have no obligation to
settle a Warrant exercise unless a registration statement under the Securities
Act of 1933, as amended, (the “Act”) with respect to the Shares is effective or,
in the opinion of counsel to the Company, the exercise of the Warrants is exempt
from the registration requirements of the Act and such securities are qualified
for sale or exempt from qualification under applicable securities laws of the
states or other jurisdictions in which the registered holders reside
(“Registration Condition”), subject to the Company satisfying its obligations
under Section 7.4 of the Warrant Agreement to use its best efforts. In the event
that the Registration Condition is not satisfied for one or both of cash and
cashless exercise, the holder of such Warrant shall not be entitled to exercise
such Warrant and such Warrant may have no value. In no event will the Company be
required to net cash settle the warrant exercise. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted.   The term Warrant Price as
used in this Warrant Certificate refers to the price per Share at which Shares
may be purchased at the time the Warrant is exercised.

    No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.

    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


     

    By

    __________________________________________                             ____________________________________________

    Secretary                                                                                                               Chairman of the
Board

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    SUBSCRIPTION
FORM

     

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the Shares issuable upon the exercise of such Warrants, and requests
that Certificates for such shares shall be issued in the name of

    


    
      	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            
	 
      
	 
      


    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to                                                                                                                                                                                                                                          
    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    
      


    

    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

    


    Dated:
_____________________                                                  ___________________________________________

    (SIGNATURE)

    ___________________________________________

    (ADDRESS)

    ___________________________________________

    


    __________________________________________

    (TAX IDENTIFICATION
NUMBER)

    


    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, _______________________ hereby sell, assign, and transfer
unto

    


    
      	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            
	 
      
	 
      


    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered to                                                                                                                                                                                                                                  
        

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ___________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.

    


    Dated:
_________________________                                         _________________________________

    (SIGNATURE)

    


    The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.