f8k090809ex10i_celsius.htm


     

     

    Exhibit
10.1

     

    


    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING
OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH LAWS.  THIS SECURITY MAY NOT BE SOLD OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

    


    CONVERTIBLE
NOTE

    


    


    Borrower: Celsius Holdings,
Inc., a Nevada corporation, authorized to do business in Florida as Celsius
Products Holdings, Inc.

    Borrower Address: 140 NE
4th
Avenue, Suite C, Delray Beach, Florida 33483

    Closing Date: September 8,
2009

    Maturity Date: September 8,
2012

    Principal Amount:
$615,000

     

    (i) FOR VALUE
RECEIVED, CELSIUS HOLDINGS, INC., a Nevada corporation, authorized to do
business in Florida as Celsius Products Holdings, Inc. (hereinafter the
“Borrower”), promises to pay to the order of Lucille Santini, her heirs or
assigns (hereinafter the “Lender”) at 341 Weakley Creek Rd, Lawrenceburg, TN
38464-2331or such other place as Lender may from time to time designate in
writing, the principal sum of SIX HUNDRED FIFTEEN THOUSAND AND NO/100THS DOLLARS
($615,000.00) plus interest on the unpaid principal balance at a variable rate
equal to three hundred (300) basis points over the one (1) month LIBOR (the
“Note Rate”).  Interest shall be calculated on the principal balance,
which from time to time is outstanding, on the basis of a three hundred sixty
(360) day year, based on the actual number of days elapsed in each
month.

     

    (ii) Commencing
on September 8, 2010 and continuing each three (3)-month period hereafter,
Borrower shall make payments of all accrued but unpaid interest only on the
unpaid principal amount at the Note Rate. On September 8, 2012 (the “Maturity
Date”), all outstanding and unpaid principal, all accrued and unpaid interest
thereon and other charges or fees which are then due and owing from Borrower to
Lender shall be immediately due and payable.

     

    ARTICLE
1

    DEFINITIONS

     

    SECTION
1.1 Definitions.  The
terms defined in this Article whenever used in this Note have the following
respective meanings:

     

    (i) “Affiliate” has the meaning
ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended.

     

    (ii) “Bankruptcy Code” means the
United States Bankruptcy Code of 1986, as amended (11 U.S.C. §§ 101 et. seq.).

     

    (iii) “Business Day” means a day
other than Saturday, Sunday or any day on which banks located in the State of
Florida are authorized or obligated to close.

     

    (iv) “Capital Shares” means the
Common Stock and any other shares of any other class or series of capital stock,
whether now or hereafter authorized and however designated, which have the right
to participate in the distribution of earnings and assets (upon dissolution,
liquidation or winding-up) of the Borrower.

     

    (v) “Closing Date” means the
closing date set forth in the first paragraph of this Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    (vi) “Common Shares” or “Common Stock” means shares of
the Borrower’s Common Stock.

     

    (vii) “Common Stock Issued at
Conversion”, when used with reference to the securities deliverable upon
conversion of this Note, means all Common Shares now or hereafter Outstanding
and securities of any other class or series into which this Note hereafter shall
have been changed or substituted, whether now or hereafter created and however
designated.

     

    (viii) “Conversion” or “conversion” means the
repayment by the Borrower of the Principal Amount of this Note (and, to the
extent the Lender elects as permitted by Section 3.1, accrued and unpaid
interest thereon) by the delivery of Common Stock on the terms provided in
Section 3.2, and “convert,” “converted,” “convertible” and like words
shall have a corresponding meaning.

     

    (ix) “Conversion Date” means any
day on which all or any portion of the Principal Amount of this Note is
converted in accordance with the provisions hereof.

     

    (x) “Conversion Notice” means a
written notice of conversion substantially in the form annexed hereto as Exhibit
A.

     

    (xi) “Conversion Price” on any date
of determination means the applicable price for the conversion of this Note into
Common Shares on such day as set forth in Section 3.1.

     

    (xii) “Current Market Price” on any
date of determination means the closing price of a Common Share on such day as
reported in the “pink sheets” through the Interdealer Trading Quotation System;
provided, if such security is not traded on the over the counter market via the
pink sheets, then the closing price on the NASDAQ OTCBB Exchange; provided further,
that, if such security is not listed or admitted to trading on the NASDAQ OTCBB,
as reported on the principal national security exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the closing bid price of such security on the over-the-counter
market on the day in question as reported by Bloomberg LP or a similar generally
accepted reporting service, as the case may be.

     

    (xiii) “Note” or “Notes” means this Convertible
Note of the Borrower or such other convertible Note(s) exchanged therefor as
provided in Section 2.1.

     

    (xiv) Reserved.

     

    (xv) “Event of Default” has the
meaning set forth in Section 6.1.

     

    (xvi) “LIBOR” means the London
Interbank Offered Rate published as of the first business day of each month in
the “Money Rates” section of The Wall Street Journal, or if no such rate is
published in The Wall Street Journal, then the nearest comparable published
rate, as determined by the Lender.

     

    (xvii) “Market Price” means the
average of the ten daily VWAPs for the 10 Trading Days immediately preceding the
date on which a Conversion Notice is received.

     

    (xviii) “Maturity Date” means the
maturity date set forth in the first paragraph of this Note.

     

    (xix) “Maximum Rate” has the meaning
set forth in Section 6.4

     

    (xx) “Note Rate” means three
hundred (300) basis points over the one (1) month LIBOR.

     

    (xxi) “Outstanding” when used with
reference to Common Shares or Capital Shares (collectively, “Shares”) means, on any date
of determination, all issued and outstanding Shares, and includes all such
Shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in such Shares; provided, however, that any
such Shares directly or indirectly owned or held by or for the account of the
Borrower or any Subsidiary of the Borrower shall not be deemed “Outstanding” for purposes
hereof.

     

    
      
         

      

      
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    (xxii) “Person” means an individual,
a corporation, a partnership, an association, a limited liability company, an
unincorporated business organization, a trust or other entity or organization,
and any government or political subdivision or any agency or instrumentality
thereof.

     

    (xxiii) “Principal Amount” means, for
any date of calculation, the principal sum set forth in the first paragraph of
this Note (but only such principal amount as to which the Lender has (a)
actually advanced to Borrower pursuant to the Loan Agreement, and (b) not
theretofore furnished a Conversion Notice in compliance with Section
3.2).

     

    (xxiv) Reserved.

     

    (xxv) “SEC” means the United States
Securities and Exchange Commission.

     

    (xxvi) “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC
thereunder, all as in effect at the time.

     

    (xxvii) Reserved.

     

    (xxviii) “Subsidiary” means any entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are owned directly or indirectly by the Borrower.

     

    (xxix) “Trading Day” means any day on
which (i) purchases and sales of securities on the principal national security
exchange or quotation system on which the Common Shares are traded are reported
thereon, or, if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, as reported by Bloomberg LP or a
similar generally accepted reporting service, as the case may be, (ii) at least
one bid for the trading of Common Shares is reported and (iii) no material
suspension or limitation of trading of the Common Shares.

     

    (xxx) “VWAP” means the volume
weighted average price of the Common Stock for a Trading Day on the Principal
Market as reported by Bloomberg Financial Markets or, if Bloomberg Financial
Markets is not then reporting such prices, by a comparable reporting service of
national reputation selected by the Holders and reasonably satisfactory to the
Company.  If the VWAP cannot be calculated for the Common Stock on
such Trading Day on any of the foregoing bases, then the Company shall submit
such calculation to an independent investment banking firm of national
reputation (reasonably acceptable to the Holders of not less than two-thirds of
the Shares then outstanding), and shall cause such investment banking firm to
perform such determination and notify the Company and the Holders of the results
of determination no later than two (2) Business Days from the time such
calculation was submitted to it by the Company.  All such
determinations shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split or other similar transaction during such
period.

     

    All
references to “cash” or “$” herein means currency of the United States of
America.

     

    ARTICLE
2

    EXCHANGES,
TRANSFER AND REPAYMENT

     

    SECTION
2.1 Registration of Transfer of
the Note. This Note, when presented for registration of transfer, shall
(if so required by the Borrower) be duly endorsed, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Borrower
duly executed, by the Lender duly authorized in writing.

     

     

    
      
         

      

      
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    SECTION
2.2 Loss, Theft, Destruction of
Note.  Upon receipt of evidence satisfactory to the Borrower of
the loss, theft, destruction or mutilation of this Note and, in the case of any
such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Borrower, or, in the case of any such mutilation,
upon surrender and cancellation of this Note, the Borrower shall make, issue and
deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note
of like tenor and unpaid Principal Amount dated as of the date hereof (which
shall accrue interest from the most recent Interest Payment Due Date on which an
interest payment was made in full).  This Note shall be held and owned
upon the express condition that the provisions of this Section 2.2 are exclusive
with respect to the replacement of a mutilated, destroyed, lost or stolen Note
and shall preclude any and all other rights and remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement of negotiable instruments or other securities without the surrender
thereof.

     

    SECTION
2.3 Who Deemed Absolute
Owner.  The Borrower may deem the Person in whose name this
Note shall be registered upon the registry books of the Borrower to be, and may
treat it as, the absolute owner of this Note (whether or not this Note shall be
overdue) for the purpose of receiving payment of or on account of the Principal
Amount of this Note, for the conversion of this Note and for all other purposes,
and the Borrower shall not be affected by any notice to the
contrary.  All such payments and such conversions shall be valid and
effectual to satisfy and discharge the liability upon this Note to the extent of
the sum or sums so paid or the conversion or conversions so made.

     

    SECTION
2.4 Repayment.  Prior
to September 1, 2011, Borrower may not repay in cash any principal amount due
under this Note. Thereafter, Borrower is permitted to repay in cash any
principal amount due with a 10 days prior notice. On August 31, 2012 (the
“Maturity Date”), all outstanding and unpaid principal, all accrued and unpaid
interest thereon and other charges or fees which are then due and owing from
Borrower to Lender shall be immediately due and payable.

     

    SECTION
2.5 Extension.  Thereafter,
annual extensions to the Maturity Date shall be available to the Borrower upon
Lender’s sole discretion,  provided: (i) no Event of Default (as such
term is defined herein and in the Loan Agreement) exists under the Loan and
there exists no fact or circumstance that with notice, the lapse of time or both
would constitute an Event of Default under the Loan, (ii) Borrower requests same
in writing at least thirty (30) days prior to the then-existing Maturity Date,
and (iii) in Lender’s sole determination, no material adverse change has
occurred in the Borrower.

     

    ARTICLE
3

    CONVERSION
OF NOTE

     

    SECTION
3.1 Conversion; Conversion
Price; Valuation Event.

     

    SECTION
1.2 At the
option of the Lender, this Note may be converted, either in whole or in part, up
to the full Principal Amount hereof into Common Shares (calculated as to each
such conversion to the nearest 1/100th of a share), at any time and from time to
time on any Business Day, subject to compliance with Section 3.2. The number of
Common Shares into which this Note may be converted is equal to the dollar
amount of the Note being converted divided by the Conversion Price. The “Conversion Price” shall be:
(A) from the Closing Date through and including December 31, 2011, equal to the
lesser of (i) $.40 per share, or (ii) the Market Price; or (B) after December
31, 2011 the greater of  (i) $.40 per share, or (ii) the Market Price,
as appropriately adjusted for in either case stock splits, stock dividends and
similar events; provided that, the conversion price shall never be less than
$0.10 (ten cents) regardless of the Market Price on the conversion
date.

     

    SECTION
3.2 Exercise of Conversion
Privilege.  (a) Conversion of this Note may be exercised on any
Business Day by the Lender by telecopying an executed and completed Conversion
Notice to the Borrower.  Each date on which a Conversion Notice is
telecopied to the Borrower in accordance with the provisions of this Section 3.2
shall constitute a Conversion Date.  The Borrower shall convert this
Note and issue the Common Stock Issued at Conversion in the manner provided
below in this Section 3.2, and all voting and other rights associated with the
beneficial ownership of the Common Stock Issued at Conversion shall vest with
the Lender, effective as of the Conversion Date at the time specified in the
Conversion Notice.  The Conversion Notice also shall state the name or
names (with addresses) of the persons who are to become the holders of the
Common Stock Issued at Conversion in connection with such conversion. As
promptly as practicable after the receipt of the Conversion Notice as aforesaid,
but in any event not more than five (5) Business Days after the Borrower’s
receipt of such Conversion Notice, the Borrower shall (i) issue the Common Stock
Issued at Conversion in accordance with the provisions of this Article 3 and
(ii) cause to be mailed for delivery by overnight courier (x) a certificate or
certificate(s) representing the number of Common Shares to which the Lender is
entitled by virtue of such conversion and (y) cash, as provided in Section 3.3,
in respect of any fraction of a Common Share deliverable upon such
conversion.  Such conversion shall be deemed to have been effected at
the time at which the Conversion Notice indicates, and at such time the rights
of the Lender of this Note, as such (except if and to the extent that any
Principal Amount thereof remains unconverted), shall cease and the Person and
Persons in whose name or names the Common Stock Issued at Conversion shall be
issuable shall be deemed to have become the holder or holders of record of the
Common Shares represented thereby, and all voting and other rights associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.  The Conversion Notice shall constitute a
contract between the Lender and the Borrower, whereby the Lender shall be deemed
to subscribe for the number of Common Shares which it will be entitled to
receive upon such conversion and, in payment and satisfaction of such
subscription (and for any cash adjustment to which it is entitled pursuant to
Section 3.4), to surrender this Note and to release the Borrower from all
liability thereon (except if and to the extent that any Principal Amount thereof
remains unconverted).  No cash payment aggregating less than $1.00
shall be required to be given unless specifically requested by the
Lender.

     

     

    
      
         

      

      
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    (b) The
Lender shall be entitled to exercise its conversion privilege notwithstanding
the commencement of any case under the Bankruptcy Code.  In the event
the Borrower is a debtor under the Bankruptcy Code, the Borrower hereby waives
to the fullest extent permitted any rights to relief it may have under 11 U.S.C.
§ 362 in respect of the Lender’s conversion privilege.  The Borrower
hereby waives to the fullest extent permitted any rights to relief it may have
under 11 U.S.C. § 362 in respect of the conversion of this Note.  The
Borrower agrees, without cost or expense to the Lender, to take or consent to
any and all action necessary to effectuate relief under 11 U.S.C. §
362.

     

    SECTION
3.3 Fractional
Shares.  No fractional Common Shares or scrip representing
fractional Common Shares shall be delivered upon a conversion of this
Note.  Instead of any fractional Common Shares which otherwise would
be delivered upon conversion of this Note, the Borrower shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
multiplied by the Current Market Price on the Conversion Date.  No
cash payment of less than $1.00 shall be required to be given unless
specifically requested by the Lender.

     

    SECTION
3.4 Adjustments.  The
Conversion Price and the number of shares deliverable upon conversion of this
Note are subject to adjustment from time to time as follows:

     

    (i) Reclassification,
Etc.  In case the Borrower shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another Person
(where the Borrower is not the survivor or where there is a change in or
distribution with respect to the Common Stock of the Borrower), sell, convey,
transfer or otherwise dispose of all or substantially all its property, assets
or business to another Person, or effectuate a transaction or series of related
transactions in which more than fifty percent (50%) of the voting power of the
Borrower is disposed of (each, a “Fundamental Corporate
Change”) and, pursuant to the terms of such Fundamental Corporate Change,
shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other Property”) are to be
received by or distributed to the holders of Common Stock of the Borrower, then
the Lender of this Note shall have the right thereafter (A) receive the number
of shares of common stock of the successor or acquiring corporation or of the
Borrower, if it is the surviving corporation, and Other Property as is
receivable upon or as a result of such Fundamental
Corporate Change by a holder of the number of shares of Common Stock into which
the outstanding portion of this Note may be converted at the Conversion Price
applicable immediately prior to such Fundamental Corporate Change or (B) require
the Borrower, or such successor, resulting or purchasing corporation, as the
case may be, to, without benefit of any additional consideration therefor,
execute and deliver to the Lender a Note with substantial identical rights,
privileges, powers, restrictions and other terms as this Note in an amount equal
to the amount outstanding under this Note immediately prior to such Fundamental
Corporate Change.  For purposes hereof, “common stock of the successor or
acquiring corporation” shall include stock of such corporation of any
class which is not preferred as to dividends or assets over any other class of
stock of such corporation and which is not subject to prepayment and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such
stock.  The foregoing provisions shall similarly apply to successive
Fundamental Corporate Changes.

     

     

    
      
         

      

      
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    SECTION
3.5 Surrender of
Notes.  Upon any redemption of this Note pursuant to Sections
3.2, or 6.2, or upon maturity pursuant to Section 2.4, the Lender shall either
deliver this Note by hand to the Borrower at its principal executive offices or
surrender the same to the Borrower at such address by nationally recognized
overnight courier.  Payment of the redemption price or the amount due
on maturity specified in Section 2.4, shall be made by the Borrower to the
Lender against receipt of this Note (as provided in this Section 3.5) by wire
transfer of immediately available funds to such account(s) as the Lender shall
specify by written notice to the Borrower.  If payment of such
redemption price is not made in full by the redemption date, or the amount due
on maturity is not paid in full by the Maturity Date, the Lender shall again
have the right to convert this Note as provided in Article 3 hereof or to
declare an Event of Default.

     

     

    ARTICLE
4 

    STATUS;
RESTRICTIONS ON TRANSFER

     

    SECTION
4.1 Status of
Note.  This Note constitutes a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms subject, as
to enforceability, to general principles of equity and to principles of
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors’ rights and remedies
generally.

     

    SECTION
4.2 Restrictions on
Transfer.  This Note has not been registered under the
Securities Act.  The Lender by accepting this Note agrees that this
Note may not be assigned or otherwise transferred unless and until the Borrower
has received the opinion of counsel for the Lender that this Note or such shares
may be sold pursuant to an exemption from registration under the Securities Act.
Pursuant to a registration rights agreement of even date herewith (the
“Registration Rights Agreement”), the Borrower shall file and maintain an
effective registration statement for the Common Shares deliverable upon the
conversion of this Note. Until such registration statement is declared effective
by the SEC, the Common Shares deliverable upon the conversion of this Note may
not be assigned or otherwise transferred unless and until the Borrower has
received the opinion of counsel for the Lender that such Common Shares may be
sold: (i) pursuant to an exemption from registration under the Securities Act;
or (ii) pursuant to Rule 144 promulgated by the SEC under the Securities
Act.

     

    ARTICLE
5 

    COVENANTS

     

    SECTION
5.1 Conversion.  The
Borrower shall cause the transfer agent, not later than five (5) Business Days
after the Borrower’s receipt of a Conversion Notice, to issue and deliver to the
Lender the requisite shares of Common Stock Issued at Conversion.

     

    SECTION
5.2 Notice of
Default.  If any one or more events occur which constitute or
which, with notice, lapse of time, or both, would constitute an Event of
Default, the Borrower shall forthwith give notice to the Lender, specifying the
nature and status of the Event of Default or such other event(s), as the case
may be.

     

    SECTION
5.3 Payment of
Obligations.  So long as this Note shall be outstanding, the
Borrower shall pay, extend, or discharge at or before maturity, all its
respective material obligations and liabilities, including, without limitation,
tax liabilities, except where the same may be contested in good faith by
appropriate proceedings.

     

    SECTION
5.4 Compliance with
Laws.  So long as this Note shall be outstanding, the Borrower
shall comply with all applicable laws, ordinances, rules, regulations and
requirements of governmental authorities, except for such noncompliance which
would not have a material adverse effect on the business, properties, prospects,
condition (financial or otherwise) or results of operations of the Borrower and
the Subsidiaries.

     

    SECTION
5.5 Inspection of Property,
Books and Records.  So long as this Note shall be outstanding,
the Borrower shall keep proper books of record and account in which full, true
and correct entries shall be made of all material dealings and transactions in
relation to its business and activities and shall permit representatives of the
Lender at the Lender’s expense to visit and inspect any of its respective
properties, to examine and make abstracts from any of its respective books and
records, not reasonably deemed confidential by the Borrower, and to discuss its
respective affairs, finances and accounts with its respective officers and
independent public accountants, all at such reasonable times and as often as may
reasonably be desired.

     

     

    
      
         

      

      
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    SECTION
5.6 Reservation of Stock
Issuable Upon Conversion.  The Borrower shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of this Note, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of this Note; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of this Note, in addition to such other remedies as shall be
available to the holder of this Note, the Borrower will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite shareholder approval to file an amendment to the
charter of the Borrower.

     

    ARTICLE
6

    EVENTS
OF DEFAULT; REMEDIES

     

    SECTION
6.1 Events of
Default.  “Event of Default” wherever
used herein means any one of the following events:

     

    (i) the
Borrower shall default in the payment of principal of or interest on this Note
as and when the same shall be due and payable and, in the case of an interest
payment default, such default shall continue for five (5) Business Days after
the date such interest payment was due, or the Borrower shall fail to perform or
observe any other covenant, agreement, term, provision, undertaking or
commitment under this Note or the Loan Agreement and such default shall continue
for a period of ten (10) Business Days after the delivery to the Borrower of
written notice that the Borrower is in default hereunder or
thereunder;

     

    (ii) any of
the representations, warranties, or covenants made by the Borrower herein, in
the Loan Agreement or in any certificate or financial or other written
statements heretofore or hereafter furnished by or on behalf of the Borrower in
connection with the execution and delivery of this Note or the Loan Agreement
shall be false or misleading in a material respect on the Closing
Date;

     

    SECTION
6.2 Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default occurs and is
continuing, then and in every such case the Lender may, in Lender’s sole and
absolute discretion, by a notice in writing to the Borrower, rescind any
outstanding Conversion Notice and declare that any or all amounts owing or
otherwise outstanding under this Note are immediately due and payable and upon
any such declaration this Note or such portion thereof, as applicable, shall
become immediately due and payable in cash, together with all accrued and unpaid
interest thereon to the date of payment.

     

    SECTION
6.3 Late Payment
Penalty.  If any portion of the principal of or interest on
this Note shall not be paid within five (5) days of when it is due Lender may
assess a late charge in the amount of five percent (5%) of the unpaid amount of
the payment, or the maximum permitted by applicable law, whichever is
less.

     

    SECTION
6.4 Maximum Interest
Rate.   Notwithstanding anything herein to the contrary,
if at any time the applicable interest rate as provided for herein shall exceed
the maximum lawful rate which may be contracted for, charged, taken or received
by the Lender in accordance with any applicable law (the “Maximum Rate”), the rate of
interest applicable to this Note shall be limited to the Maximum
Rate.  To the greatest extent permitted under applicable law, the
Borrower hereby waives and agrees not to allege or claim that any provisions of
this Note could give rise to or result in any actual or potential violation of
any applicable usury laws.

     

    SECTION
6.5 Remedies Not
Waived.  No course of dealing between the Borrower and the
Lender or any delay in exercising any rights hereunder shall operate as a waiver
by the Lender.

     

    
      
         

      

      
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    ARTICLE
7

    MISCELLANEOUS

     

    SECTION
7.1 Notice of Certain
Events.  In the case of the occurrence of any event described
in Section 3.4 of this Note, the Borrower shall cause to be mailed to the Lender
of this Note at its last address as it appears in the Borrower’s security
registry, at least twenty (20) days prior to the applicable record, effective or
expiration date hereinafter specified (or, if such twenty (20) days’ notice is
not possible, at the earliest possible date prior to any such record, effective
or expiration date), a notice thereof, including, if applicable, a statement of
(y) the date on which a record is to be taken for the purpose of such dividend,
distribution, issuance or granting of rights, options or warrants, or if a
record is not to be taken, the date as of which the holders of record of Common
Stock to be entitled to such dividend, distribution, issuance or granting of
rights, options or warrants are to be determined or (z) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of Common Stock will be entitled to
exchange their shares for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale transfer, dissolution,
liquidation or winding-up.

     

    SECTION
7.2 Register.  The
Borrower shall keep at its principal office a register in which the Borrower
shall provide for the registration of this Note.  Upon any transfer of
this Note in accordance with Articles 2 and 4 hereof, the Borrower shall
register such transfer on the Note register.

     

    SECTION
7.3 Withholding.  To
the extent required by applicable law, the Borrower may withhold amounts for or
on account of any taxes imposed or levied by or on behalf of any taxing
authority in the United States having jurisdiction over the Borrower from any
payments made pursuant to this Note.

     

    SECTION
7.4 Transmittal of
Notices.  Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be delivered personally, or sent by telecopier machine
or by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or overnight
courier service as follows:

     

    (1)           If
to the Borrower, to:

    


    Celsius
Holdings, Inc.

    140 NE
4th
Avenue, Suite C

    Delray
Beach, Florida 33483

    Telephone:   561-276-2239

    Facsimile:      561-276-2268

    


    
      	
              (2)  

            	
              If
      to the Lender, to:

            


    

    


    Lucille
Santini

    1198
North Locust Avenue, Suite 102

    Lawrenceburg,
TN 38464-2331

    Telephone:    (931)
766-9871

    Facsimile:       (931)
766-9872

     

    Each of
the Lender or the Borrower may change the foregoing address by notice given
pursuant to this Section 7.4.

     

    SECTION
7.5 Attorneys’
Fees.  Should any party hereto employ an attorney for the
purpose of enforcing or construing this Note, or any judgment based on this
Note, in any legal proceeding whatsoever, including insolvency, bankruptcy,
arbitration, declaratory relief or other litigation, the prevailing party shall
be entitled to receive from the other party or parties thereto reimbursement for
all reasonable attorneys' fees and all reasonable costs, including but not
limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that proceeding.  The "prevailing party" means
the party determined by the court to most nearly prevail and not necessarily the
one in whose favor a judgment is rendered.

     

     

    
      
         

      

      
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    SECTION
7.6 Governing
Law.  This Note shall be governed by, and construed in
accordance with, the laws of the State of Florida (without giving effect to
conflicts of laws principles).  With respect to any suit, action or
proceedings relating to this Note, the Borrower and Lender irrevocably submit to
the exclusive jurisdiction of the courts of the State of Tennessee sitting in
Lawrence County and hereby waive, to the fullest extent permitted by applicable
law, any claim that any such suit, action or proceeding has been brought in an
inconvenient forum.  Subject to applicable law, the Borrower agrees
that final judgment against it in any legal action or proceeding arising out of
or relating to this Note shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified copy of which judgment shall be conclusive evidence thereof and the
amount of its indebtedness, or by such other means provided by law.

     

    SECTION
7.7     Waiver of Jury Trial.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR
ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF THIS NOTE AND OTHER DOCUMENTS.  EACH PARTY HERETO (I) CERTIFIES
THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS HEREIN.

     

    SECTION
1.3 SECTION
7.8   Headings.  The
headings of the Articles and Sections of this Note are inserted for convenience
only and do not constitute a part of this Note.

     

    SECTION
1.4 SECTION
7.9   Payment
Dates.  Whenever any payment hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day.

     

    SECTION
1.5 SECTION
7.10  Binding
Effect.  Each Lender by accepting this Note agrees to be bound
by and comply with the terms and provisions of this Note.

     

    SECTION
1.6 SECTION
7.11  No
Stockholder Rights.  Except as otherwise provided herein, this
Note shall not entitle the Lender to any of the rights of a stockholder of the
Borrower, including, without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Borrower, unless and to the extent
converted into shares of Common Stock in accordance with the terms
hereof.

     

    SECTION
1.7 SECTION
7.12  Facsimile
Execution.  Facsimile execution of this Note shall be deemed
original.

     

    [REMAINDER
OF PAGE INTENTIONALLY BLANK]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Borrower has caused this Note to be signed by its duly
authorized officer on the date of this Note.

    


    Celsius
Holdings, Inc., a Nevada corporation, authorized to do business in Florida as
Celsius Products Holdings, Inc.

     

    By:   /s/ Jeffrey
Perlman                                                          

     

    Name:  Jeffrey
Perlman

     

    Title:
Vice President

     

    Jeffrey
Perlman, Vice President of Celsius Holdings, Inc., has been duly authorized by
motion and/or resolution to execute on behalf of the corporation this
Convertible Note.

     

    /s/ Jan
Norelid                                                               

     

    Secretary,
Celsius Holdings, Inc.

    
 

     

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