f8k090809ex4i_celsius.htm


     

     

    Exhibit
4.1

     

     

    Warrant

     

    THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

     

    THIS
WARRANT SHALL BECOME VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 05, 2012
("EXPIRATION DATE").

     

    CELSIUS
HOLDINGS, INC.

    WARRANT
TO PURCHASE 1,000,000 SHARES OF

    COMMON
STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK")

    
      
        

      

    

    


    


    Series
One

    Warrant Certificate
No.  W
2009-001                                                      Issuance Date: November 05,
2009 

    


    Number of
Shares:           1,000,000                                                           Holder               
 Pez-Mar,
Inc.                                

    


    Expiration
Date:               
November 05,
2012                                         
Address             
c/o Jackoway Tyerman Werthiemer

                                 Austen
Mandelbaum Morris & Klein

                                
1925 Century Park East, 22nd
Floor

                                
Los Angeles, California 90067

                                 310.553.0305
(phone)

                                
310.553.5036 (fax)

    


     
 

    
      	
              Exercise Price Per
      Share:

            	
              $0.45
      (forty five cents)

            


    

    


    For
identification only.  The governing terms of this Warrant are set
forth below.

     

    For VALUE
RECEIVED, subject to the terms hereof, Pez-Mar, Inc. ("Warrantholder"),
is entitled to purchase 1,000,000 shares ("Warrant
Shares") of Common Stock, subject to the provisions of this Warrant, from
Celsius Holdings, Inc., a Nevada corporation ("Corporation"),
in whole or in part, at any time or from time to time, not later than 5:00 P.M.,
Eastern time, on November 05, 2012 (the “Expiration
Date”), at an exercise price per share equal to $0.45 (forty five cents)
(the average of the closing prices of a share of the Common Stock over the
30-day period ending immediately prior to the date of the execution of the
Service Agreement) (being herein called the "Warrant
Price").  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.

     

    Section 1. Piggy-Back Registration
Right.

     

    (a)           Although
this Warrant and the Warrant Shares have not been registered as of the issuance
date under the Securities Act of 1933, as amended ("Securities
Act"), the Corporation shall notify the Warrantholder in writing at least
twenty (20) days prior to the filing of any registration statement under the
Securities Act after the date hereof (but excluding updates and amendments to
previously filed registration statements and/or registration statements relating
to employee benefit plans, corporate reorganizations or other transactions under
Rule 145 of the Securities Act or with respect to registration statements for
underwritten offerings, except as specifically provided herein) and will afford
the Warrantholder an opportunity to include in such registration statement all
or part of the Warrant Shares.  If the Warrantholder desires to
include in any such registration statement all or any part of the Warrant Shares
held by it/him, within fifteen (15) days after the above-described notice from
the Corporation, the Warrantholder shall so notify the Corporation in
writing.  If a Warrantholder decides not to include all of its/his
Warrant Shares in any registration statement thereafter filed by the
Corporation, such Warrantholder shall nevertheless continue to have the right to
include any Warrant Shares in any subsequent registration statement or
registration statements as may be filed by the Corporation with respect to
offerings of its securities, unless otherwise excluded hereby, all upon the
terms and conditions set forth herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           If
the registration statement under which the Corporation gives notice under
Section 1(a) is for an underwritten offering, the Corporation shall so advise
the Warrantholder.  In such event, the right of such Warrantholder to
be included in a registration pursuant to Section 1(a) shall be conditioned upon
the underwriter’s agreement to Warrantholder’s participation in such
underwriting and the inclusion of all of such Warrantholder’s Warrant Shares in
the underwriting to the extent provided herein.  If the Warrantholder
proposes to distribute its/his Warrant Shares through such underwriting, and the
underwriter agrees to such inclusion, the Warrantholder shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Corporation.  If the
Warrantholder disapproves of the terms of any such underwriting, the
Warrantholder may elect to withdraw therefrom by written notice to the
Corporation and the underwriter, delivered at least ten (10) business days prior
to the effective date of the registration statement.  Any Warrant
Shares excluded or withdrawn from such underwriting shall be excluded and
withdrawn from the registration.

     

    (c)           All
registration expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 1 herein shall be borne by the
Corporation.

     

    (d)           To
the extent permitted by law, the Corporation will indemnify and hold harmless
the Warrantholder and each person, if any, who controls such Warrantholder
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act of 1934, as
amended (the “Exchange
Act”), or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively a
“Violation”)
by the Corporation: (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Corporation of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or
any state securities law in connection with the offering covered by such
registration statement; and the Corporation will pay as incurred to the
Warrantholder, partner, officer, director, underwriter or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided however, that the indemnity agreement contained in this Section 1(d)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Corporation, which consent shall not be unreasonably withheld, nor shall the
Corporation be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Warrantholder.

     

    (e)           If
the indemnification provided for in this Section 1 is held by a court of
competent jurisdiction to be unavailable to the Warrantholder with respect to
any losses, claims, damages or liabilities referred to herein, the Corporation,
in lieu of indemnifying such Warrantholder, shall to the extent permitted by
applicable law contribute to the amount paid or payable by such Warrantholder as
a result of such loss, claim, damage or liability.  The obligations of
the Corporation under this Section 1 shall survive completion of any offering of
Warrant Shares in a registration statement.

     

    Section 2. Transfers. As
provided herein, this Warrant may be transferred only with the Corporation’s
prior written consent or pursuant to a registration statement filed under the
Securities Act or an exemption from such registration. Subject to such
restrictions, the Corporation shall transfer this Warrant from time to time upon
the books to be maintained by the Corporation for that purpose, upon surrender
thereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Corporation to establish that such transfer is being made in accordance
with the terms hereof, and a new Warrant shall be issued to the transferee and
the surrendered Warrant shall be canceled by the Corporation.

     

     

    
      
        
        

      

      
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    Section 3. Exercise of
Warrant. Subject to the provisions hereof, the Warrantholder may exercise
this Warrant in whole or in part, at any time or from time to time, upon
surrender of the Warrant, together with delivery of the duly executed Warrant
exercise form attached hereto as Appendix A (the "Exercise
Agreement") and payment by certified check or wire transfer of funds of
the Warrant Price for that number of Warrant Shares then being purchased, to the
Corporation during normal business hours on any business day at the
Corporation's principal executive offices (or such other office or agency of the
Corporation as it may designate by notice to the holder hereof). The Warrant
Shares so purchased shall be deemed to be issued to the holder hereof or such
holder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or
evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Corporation shall have been provided to the Corporation),
the Warrant Price shall have been paid and the completed Exercise Agreement
shall have been delivered. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable time, not exceeding
thirty (30) days, after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by
the holder hereof and shall be registered in the name of such holder or such
other name as shall be designated by such holder. If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the
Corporation shall, at its expense, at the time of delivery of such certificates,
deliver to the holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.
Notwithstanding any contrary provision, in no event shall any Warrantholder be
entitled to a net-cash exercise of any portion of the Warrant.

     

    Notwithstanding
any provisions herein to the contrary, in lieu of exercising this Warrant in the
manner provided above, the Warrantholder may elect to a cashless exercise and
receive shares of Common Stock equal to the value (as determined below) of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Corporation together with the Exercise Agreement in
which event the Corporation shall issue to the Warrantholder a number of shares
of Common Stock computed using the following formula:

     

    X =
  Y
(A-B)

    A

     

    Where    
X =  the number of Warrant Shares to be issued to the
Warrantholder

     

    Y
=   the number of Warrant Shares purchasable under the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised (at the date of such calculation)

     

    A
=   the fair market value of one Warrant Share (at the date of
such calculation)

     

    B
=   Warrant Price (as adjusted to the date of such
calculation)

     

    For
purposes of this Section 3, the fair market value of each Warrant Share on the
date of calculation shall mean with respect to each Warrant Share the average of
the closing price of a share of the Common Stock over the 5-day period ending
immediately prior to the date of the execution of the Exercise
Agreement.

     

    Section 4. Compliance with the
Securities Act of 1933. The Corporation shall cause the legend set forth
on the first page of this Warrant to be set forth on each Warrant or similar
legend on the Common Stock or any other security issued or issuable upon
exercise of this Warrant, unless counsel for the Corporation is of the opinion
as to any such security that such legend is unnecessary.

     

     

    
      
        
        

      

      
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    Section 5. Payment of
Taxes.

    


    
      	
              (a)  

            	
              The
      Corporation will pay any documentary stamp taxes attributable to the
      initial issuance of the Warrant and the Warrant Shares issuable upon the
      exercise of the Warrant; provided, however, that the Corporation shall not
      be required to pay any tax or taxes which may be payable in respect of any
      transfer involved in the issuance or delivery of any certificates for
      Warrant Shares in a name other than that of the registered holder of this
      Warrant, and in such case, the Corporation shall not be required to issue
      or deliver any certificate for Warrant Shares or any Warrant until the
      person requesting the same has paid to the Corporation the amount of such
      tax or has established to the Corporation's reasonable satisfaction that
      such tax has been paid.

            


    

     

    
      	
              (b)  

            	
              The
      Warrantholder or other holder shall be responsible for any income, capital
      gains or other similar taxes due under any federal, state, local, foreign
      or other law, if any such tax is due related to the receipt and/or
      exercise of this Warrant and/or the receipt and/or resale of the Warrant
      Shares.  The Corporation has no obligation, but shall be
      entitled, to deduct and withhold a sufficient number of Warrant Shares
      and/or amount of other consideration payable or otherwise deliverable
      pursuant to this Warrant to the Warrantholder or other holder as may be
      required to be deducted or withheld therefrom under the Internal Revenue
      Code of 1986, as amended, or under any provision of state, local or
      foreign tax law or under any other applicable legal requirement. To the
      extent such Warrant Shares or amounts are so deducted or withheld, such
      amounts shall be treated for all purposes under this Warrant as having
      been delivered or paid to the Warrant Holder or other holder to whom such
      Warrant Shares or amounts would otherwise have been delivered or
      paid.

            


    

     

    Section 6. Mutilated or Missing
Warrants. In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Corporation shall issue in exchange and substitution of and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the
purchase of a like number of Warrant Shares, but only upon receipt of evidence
reasonably satisfactory to the Corporation of such loss, theft or destruction of
the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable
indemnity or bond with respect thereto, if requested by the Corporation in its
sole discretion.

     

    Section 7. Reservation of Common
Stock. The Corporation hereby represents and warrants that there have
been reserved, and the Corporation shall at all applicable times keep reserved
until issued (if necessary) out of the authorized and unissued Common Stock,
sufficient shares to provide for the exercise of the rights of purchase
represented by the Warrant. The Corporation agrees that all Warrant Shares
issued upon exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the
Corporation.  The Corporation hereby covenants that all Warrant
Shares, when delivered upon exercise, shall be free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights, except encumbrances or restrictions
arising under federal or state securities laws.

    


    Section 8. Adjustments. The
Corporation represents and warrants to Warrantholder that the Corporation’s
authorized capital stock as of the date hereof consists of 1,050,000,000 shares
of authorized capital stock of  Celsius Holdings, Inc., which has been
divided into 1,000,000,000 authorized shares of Common Stock with a par value
$0.001 per share, of which at or just prior to the date of this
Warrant  152,865,325 shares are issued and outstanding and 50,000,000
shares of authorized Preferred Stock with a par value $0.001 per share, of which
at the time of closing at or just prior to the date of this Warrant 6,081 shares
are issued and outstanding, the 6,081 Preferred Stock is convertible into a
maximum of 106,250,000 shares of Common Stock. Subject and pursuant to the
provisions of this Section, the Warrant Price and number of Warrant Shares
issuable pursuant to this Warrant shall be subject to adjustment from time to
time as set forth hereinafter.

    


    
      	
              (a)  

            	
              If
      the Corporation shall at any time or from time to time while the Warrant
      is outstanding, pay a dividend or make a distribution on its Common Stock
      in shares of Common Stock, subdivide its outstanding shares of Common
      Stock into a greater number of shares or combine its outstanding shares of
      Common Stock into a smaller number of shares or issue by reclassification
      of its outstanding shares of Common Stock any shares of its capital stock
      (including any such reclassification in connection with a consolidation or
      merger in which the Corporation is the continuing corporation), then the
      number of Warrant Shares purchasable upon exercise of the Warrant and the
      Warrant Price in effect immediately prior to the date upon which such
      change shall become effective, shall be adjusted by the Corporation so
      that the Warrantholder thereafter exercising the Warrant shall be entitled
      to receive the number of shares of Common Stock or other capital stock
      which the Warrantholder would have received if the Warrant had been
      exercised immediately prior to such event upon payment of a Warrant Price
      that has been adjusted to reflect a fair allocation of the economics of
      such event to the Warrantholder. Such adjustments shall be made
      successively whenever any event listed above shall
  occur.

            


    

     

     

    
      
        
        

      

      
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              (b)  

            	
              If
      any capital reorganization, reclassification of the capital stock of the
      Corporation, consolidation or merger of the Corporation with another
      corporation, or sale, transfer or other disposition of all or
      substantially all of the Corporation's assets to another entity or person
      shall be effected, then, as a condition of such reorganization,
      reclassification, consolidation, merger, sale, transfer or other
      disposition, lawful and adequate provision shall be made whereby each
      Warrantholder shall thereafter have the right to purchase and receive upon
      the basis and upon the terms and conditions herein specified and in lieu
      of the Warrant Shares immediately theretofore issuable upon exercise of
      the Warrant, such shares of stock, securities or assets as would have been
      issuable or payable with respect to or in exchange for a number of Warrant
      Shares equal to the number of Warrant Shares immediately theretofore
      issuable upon exercise of the Warrant, had such reorganization,
      reclassification, consolidation, merger, sale, transfer or other
      disposition not taken place, and in any such case appropriate provision
      shall be made with respect to the rights and interests of each
      Warrantholder to the end that the provisions hereof (including, without
      limitation, provision for adjustment of the Warrant Price and Warrant
      Shares) shall thereafter be applicable, as nearly equivalent as may be
      practicable in relation to any shares of stock, securities or properties
      thereafter deliverable upon the exercise thereof. The Corporation shall
      not effect any such consolidation, merger, sale, transfer or other
      disposition unless prior to or simultaneously with the consummation
      thereof the successor entity or person (if other than the Corporation)
      resulting from such consolidation or merger, or the entity or person
      purchasing or otherwise acquiring such assets or other appropriate
      corporation, person or entity shall assume the obligation to deliver to
      the holder of the Warrant such shares of stock, securities or assets as,
      in accordance with the foregoing provisions, such holder may be entitled
      to, and the other obligations under this Warrant. The provisions of this
      paragraph (b) shall similarly apply to successive reorganizations,
      reclassifications, consolidations, mergers, sales, transfers or other
      dispositions.

            


    

     

    
      	
              (c)  

            	
               In
      case the Corporation shall fix a payment date for the making of a
      distribution to all holders of Common Stock (including any such
      distribution made in connection with a consolidation or merger) or
      evidences of indebtedness or assets (other than cash dividends or cash
      distributions payable out of consolidated earnings or earned surplus or
      dividends or distributions referred to in paragraph (a) of this Section),
      or subscription rights or warrants, the Warrant Price to be in effect
      after such payment date shall be determined by multiplying the Warrant
      Price in effect immediately prior to such payment date by a fraction, the
      numerator of which shall be the total number of shares of Common Stock
      outstanding multiplied by the Market Price per share of Common Stock (as
      defined below), less the fair market value (as determined by the
      Corporation's Board of Directors in good faith) of said assets or
      evidences of indebtedness so distributed, or of such subscription rights
      or warrants, and the denominator of which shall be the total number of
      shares of Common Stock outstanding multiplied by such Market Price per
      share of Common Stock. "Market
      Price" as of a particular date (the "Valuation
      Date") shall mean the following: (i) if the Common Stock is then
      listed on a national stock exchange, the price per share of the last sale
      of Common Stock on such exchange on the last trading day prior to the
      Valuation Date; (ii) if the Common Stock is then quoted on the Nasdaq
      National Market or Nasdaq SmallCap Market ("Nasdaq"), the price per share
      of the last sale of Common Stock on Nasdaq on the last trading day prior
      to the Valuation Date or, if no such closing sale price is available, the
      average of the high bid and the low sales price quoted on Nasdaq on the
      last trading day prior to the Valuation Date; or (iii) if the Common Stock
      is not then listed on a national stock exchange or quoted on Nasdaq and if
      prices for the Common Stock are then quoted on the OTC Bulletin Board, the
      volume weighted average price of the Common Stock for such date (or the
      nearest preceding date) on the OTC Bulletin Board; or (iv) if the Common
      Stock is not then listed on a national stock exchange or quoted on Nasdaq
      or the OTC Bulletin Board, the fair market value of one share of Common
      Stock as of the Valuation Date, which shall be determined in good faith by
      the Board of Directors of the Corporation and the Warrantholder. The Board
      of Directors of the Corporation shall respond promptly, in writing, to an
      inquiry by the Warrantholder (prior to the expiration or full exercise of
      this Warrant) as to the Market Value of a share of Common Stock as
      determined by the Board of Directors of the Corporation. In the event that
      the Board of Directors of the Corporation and the Warrantholder are unable
      to agree upon the fair market value in respect of this paragraph (c), the
      Corporation and the Warrantholder shall jointly select an appraiser, who
      is experienced in such matters. The decision of such appraiser shall be
      final and conclusive, and the cost of such appraiser shall be borne evenly
      by the Corporation and the Warrantholder. Such adjustment shall be made
      successively whenever such a payment date is
  fixed.

            


    

     

     

    
      
        
        

      

      
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              (d)  

            	
              In
      the event that, as a result of an adjustment made pursuant to paragraph
      (a) of this Section, the holder of this Warrant shall become entitled to
      receive any shares of capital stock of the Corporation other than shares
      of Common Stock, the number of such other shares so receivable upon
      exercise of this Warrant shall be subject thereafter to adjustment from
      time to time in a manner and on terms as nearly equivalent as practicable
      to the provisions with respect to the Warrant Shares contained in this
      Warrant.

            


    

     

    
      	
              (e)  

            	
              Anything
      herein to the contrary notwithstanding, the Corporation shall not be
      required to make any adjustment of the Warrant Shares or Warrant Price in
      the case of the issuance of any (A) Capital Stock (including without
      limitation, Common Stock, Preferred Stock or any other capital stock
      hereafter authorized), warrants, options or convertible securities issued
      to directors, officers, employees or consultants of the Corporation in
      connection with their service as directors of the Corporation, their
      employment by the Corporation or their retention as consultants by the
      Corporation pursuant to a resolution of the Board of Directors or pursuant
      to an equity compensation program approved by the Board of Directors of
      the Corporation or the compensation committee of the Board of Directors of
      the Corporation, (B) Capital Stock upon the conversion or exercise of
      warrants, options or convertible securities (C) Capital Stock issued in
      any public or private offering for cash at such price as the Board of
      Directors shall determine in good faith or (D) Capital Stock issued as
      full or partial consideration for a merger or acquisition, or a strategic
      allegiance or alliance in which the Corporation with respect to such
      strategic allegiance or alliance issues shares of its equity securities,
      approved by the Board of Directors of the
  Corporation.

            


    

     

    Section 9. Fractional
Interest. The Corporation shall not be required to issue fractions of
Warrant Shares upon the exercise of the Warrant. If any fractional share of
Common Stock would, except for the provisions of the first sentence of this
Section 9, be delivered upon such exercise, the Corporation, in lieu of
delivering such fractional share, shall pay to the exercising holder of this
Warrant an amount in cash equal to the current Market Price of such fractional
share of Common Stock (rounded up to the nearest one cent). However, the
Corporation is not required to issue a payment of less than $1 (one
dollar).

     

    Section 10. Benefits. Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Corporation and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Corporation and the Warrantholder.

     

    Section 11. Identity of Transfer
Agent. The Transfer Agent for the Common Stock is Interwest Transfer,
Inc. having an address at 1981 East Murray Holladay Road, Suite 100, Salt Lake
City, UT 84117. Upon the appointment of any subsequent transfer agent for the
Common Stock or other shares of the Corporation's capital stock issuable upon
the exercise of the rights of purchase represented by the Warrant, the
Corporation will mail to the Warrantholder a statement setting forth the name
and address of such transfer agent.

     

    Section 12. Notices to
Warrantholder. Upon the happening of any event requiring an adjustment of
the Warrant Price or Warrant Shares, the Corporation shall promptly give written
notice thereof to the Warrantholder at the address appearing in the records of
the Corporation, stating the adjusted Warrant Price and the adjusted number of
Warrant Shares resulting from such event and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.

     

    Section 13. Notices. Any
notice pursuant hereto to be given or made by the Warrantholder to or on the
Corporation shall be sufficiently given or made if sent by certified mail,
return receipt requested, postage prepaid, or by telecopier, or by e-mail or
otherwise delivered by hand or by messenger, addressed or telecopied to the
person to whom such notice or communication is being given addressed as
follows:

     

    
      	
              Celsius
      Holdings, Inc.

            
	
              140
      NE 4th Avenue, Suite C

            
	
              Delray
      Beach, FL 33483

            
	
              Attention:
      Jan Norelid

            
	
              Fax
      No. (561) 276-2268

            
	
              E-Mail:  jnorelid@celsius.com

            


    

     

    or such
other address as the Corporation may specify in writing by notice to the
Warrantholder complying as to delivery with the terms of this
Section.

     

     

    
      
        
        

      

      
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    Any
notice pursuant hereto to be given or made by the Corporation to or on the
Warrantholder shall be sufficiently given or made if personally delivered or if
sent by an internationally recognized courier services by overnight service, to
the address set forth on the books of the Corporation or, as to each of the
Corporation and the Warrantholder, at such other address as shall be designated
by such party by written notice to the other party complying as to delivery with
the terms of this Section. All such notices, requests, demands, directions and
other communications shall, when sent by courier be effective one (1) day after
delivery to such courier as provided and addressed as aforesaid.

     

    Section 14. Successors. All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

     

    Section 15. Governing Law.
This Warrant and the validity and enforceability hereof shall be governed by and
construed and interpreted in accordance with the laws of the state of Florida
without giving effect to conflict of laws rules or choice of laws rules thereof.
All legal proceedings concerning the interpretations, enforcement and defense of
terms of the Warrant (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced in the state and federal courts sitting in Palm Beach County Florida
(the "Florida
Courts"). By accepting the Warrant, the Warrant Holder and any other
holder shall be deemed to have irrevocably submitted to the exclusive
jurisdiction of the Florida Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any term of the
Warrant), and shall be deemed to have irrevocably waived, and agreed not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, or such Florida Courts are
improper or inconvenient venue for such proceeding; provided, however, that,
insofar as the Corporation is incorporated under the laws of the State of
Nevada, the General Corporation Law of the State of Nevada (or any successor
statute) shall govern those matters that apply to the internal governance of the
Corporation.

     

    Section 16. Amendments and Waivers;
Representation. This Warrant may be amended only by a writing signed by
the Corporation and the Warrantholder.  The signatory to this
Agreement on behalf of Celsius Holdings, Inc. represents and warrants that she
or he is duly authorized by Celsius Holdings, Inc. to fully bind Celsius
Holdings, Inc. to each and every provision of this Agreement, and by her or his
execution of this Agreement is expressly consenting on behalf of Celsius
Holdings, Inc. to each and every provision of this Agreement.

     

     

    [The next
page is the signature page]

     

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    


    


    


    IN
WITNESS WHEREOF, Celsius Holdings, Inc. has caused this Warrant to be duly
executed, as of the day and year first above written.

    


    


    CORPORATION:

    


    CELSIUS
HOLDINGS, INC.

     

    By:       /s/ Stephen C.
Haley  

    


    Name:  Stephen C.
Haley                                

    Title:    President

    


    


    Acceptance:

    


    HOLDER:

    


    PEZ-MAR,
INC.

    


    By:      /s/ Mario
Lopez                                  

    


    Name: Mario
Lopez                      

    Title:   President                      

    


    


    


    [SIGNATURE
PAGE TO CELSIUS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK]

     

     

     

    8