Exhibit 10.12


 


DISTRIBUTION AGREEMENT


 


	Distributor Information:	Effective Date: March 19, 2015


  






	Name:	People’s Choice AB, company registration number: 556705-5784	 
	Address: 	Box 5121	 
	City, State, Zip:	402 23 Gothenburg Sweden	 
	Telephone: 	011-46-31-762-83-80	 
	Facsimile: 	011-46-31-762-83-81	 
	E-Mail: 	andreas@celsiussverige.se 	 




 


This Distribution Agreement (“Agreement”) is
made and entered into as of March 19, 2015 , (“Effective Date”), by and between Celsius Holdings, Inc., a Nevada corporation
with offices at 2424 North Federal Highway, Suite 208, Boca Raton, Florida 33431 USA (“Celsius”), and the above-identified
“Distributor.”


 


WHEREAS,
Celsius develops, manufactures and sells Celsius®
beverages.


 


WHEREAS,
Distributor has significant distribution experience and capability with products similar to Celsius®
beverages in the territories set forth on Schedule
B to this Agreement (each, a “Territory” and collectively, the “Territories”).


 


WHEREAS,
both Celsius and Distributor have agreed to the terms and conditions under which Distributor shall provide such services.


 


WHEREAS,
Celsius and Distributor were parties’ to a previous distribution agreement (the “Prior Agreement”), wish to enter
into this Agreement in order to amend and restate the terms of their relationship in full and hereby agree that this Agreement
supersedes the Prior Agreement and is from the Effective Date the only distribution agreement applicable between the parties.


 


NOW,
THEREFORE, for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties do hereby agree as follows


 


		1.	Appointment and Acceptance.



 


		A.	Subject to the terms and conditions contained herein, Celsius appoints Distributor; and Distributor accepts its appointment
as the exclusive distributor of Celsius’ products set forth in Schedule
A to this Agreement (the “Products”), in the Territories.



 


		B.	Beginning
on the Effective Date, Celsius shall cooperate with the Distributor in executing any documents as may be reasonably required to
register Distributor as an authorized user of the trademark(s) and to confirm the rights of Distributor to Subdistributors.



 




     


     


    

 


		C.	Distributor shall
have the right to appoint local Sub distributors in each Territory to effect the sale and distribution of the Product(s). Such
Sub distributors shall be selected by Distributor and shall be reasonably acceptable to Celsius. Periodically and at least twice
per calendar year, Distributor shall provide Celsius with a complete list of all such local Subdistributors.



 


		D.	It is expressly
understood and agreed that Celsius hereby retains all rights not expressly granted hereunder.



 


		E.	Without Celsius’
written authorization, Distributor shall not sell or distribute inside or outside the Territories any products that are confusingly
or substantially similar or competitive thereto and will not knowingly sell the Product(s) to parties that intend to or are likely
to resell them. For purposes of this Section 1 (E), products that are “competitive” mean beverages (to include powder)
in the fat burning, calorie burning and energy product categories.



 


		F.	Celsius will
not be liable to Distributor or Subdistributor for any third party sales of the Product or other activities within the Territories
which have not been authorized by Celsius; provided, however, that Celsius will not sell the Products to any entity it knows, or
has reason to know, intends to distribute or sell the Products within the Territory.



 


		G.	Products sold
to Distributor are for export to and consumption within the Territories only. Distributor shall not re-ship to, nor permit the
re-shipment of, any Products purchased by Distributors, to any location outside of the Territories without Celsius’ written
authorization.



 


		2.	Term.



 


		A.	The term of this
Agreement shall commence as of the Effective Date and shall continue for a period of ten (10) years (the “Initial Term”).
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, an “Annual
Renewal Term”), unless a party provides 60 days written notice of cancellation prior to the to the expiration of the Initial
Term and any Annual Renewal Term and provided further that Distributor is not in breach of this Agreement upon the commencement
of any Annual Renewal Term.



 


		B.	Notwithstanding
Section 2 (A), by written notice given by Distributor within one hundred eighty (180) days of the expiration of the Initial Term,
Distributor may elect to renew this Agreement for a period of ten (10) additional years (the “Fixed Renewal Term”),
provided that Distributor is not in breach of this Agreement upon the giving of notice and upon commencement of the Fixed Renewal
Term. The Initial Term together with all Annual Renewal Terms or the Fixed Renewal Term shall be referred to in this Agreement
as the “Term.”



 


		3.	Orders,
                                         Payment and Delivery.



 


		A.	It is understood
and agreed that all orders for Subdistributors shall be placed by and through Distributor. In the event of any inconsistency between
the terms of this Agreement and any such Subdistributor order document, the provisions of this Agreement shall govern.



 


		B.	It is understood
that prices for all Product(s) may be changed (increased or decreased) once annually by Celsius , effective as of January 1 of
each calendar year during the Term, provided that Celsius gives at least ninety (90) days’ written notice to Distributor of such
change. Any such adjustment of the existent prices may only reflect increases or decreases of the direct manufacturing costs (exclusively
understood as “COPACK” (i.e. the direct costs relating to the filling of cans), cans, flavors and “meta-plus”
(i.e. the active ingredients in the Products)) in USD-currency for Celsius for the manufacturing of the Product(s). Celsius shall
provide reasonable substantiation to Distributor of such increased or decreased manufacturing costs for the Products prior to any
price adjustment coming into effect. In case of decreases of the manufacturing costs, the prices for the Products shall be changed.
In order for Distributor to gain knowledge about any fluctuation of the manufacturing costs, Celsius will provide information
about the manufacturing costs for the Products on an annual basis during the Term.



 




     


     


    

 


		C.	All orders placed by Distributor shall include the quantity and name of each Product(s) ordered.
Shipments shall be “FOB” Product(s) manufacturer, as designated by Celsius. Title to the Product(s) and the risk of
loss shall pass to Distributor upon such “FOB” delivery. The Product(s) shall not be returnable.



 


		D.	The Distributor shall pay twenty-five (25) percent of each total order price seven (7) days prior
to scheduled can production for the ordered Products and twenty-five (25) percent of each total order price seven (7) days prior
to the scheduled filling of the cans for the ordered Products. The remaining fifty (50) percent of the total order price will be
due net ninety (90) days from the date of pick up of the Products, “FOB” Product manufacturer as provided in Section
3 (C). When Product manufacturer in Germany provides terms to Celsius, similar terms will be passed on to Distributor. Payment
shall be made in U.S. dollars by wire transfer in immediately available funds to a bank designated by Celsius, or by irrevocable
letter of credit, unless otherwise specified by Celsius. Payment obligations with respect to any Product(s) picked up by Distributor
“FOB” Product Manufacturer shall survive the expiration or termination of this Agreement. All payments shall be made
without deduction for any exchange or conversion and without deduction for any taxes at any time levied or assessed by any governmental
authority, all such taxes to be paid for by Distributor. Cancellation of any order by Distributor shall result in the forfeiture
of not less than fifty (50) percent of Distributor’s monies paid at the time of the cancellation.



 


		E.	All transportation and insurance charges are at the Distributor’s sole cost and expense.
Distributor shall be responsible for any duty, tariff, customs clearance, fees, taxes, penalties, or other charges or fees, including
their collection on resale.



 


		4.	Product Quality and Packing.



 


Product
quality shall be the same irrespective of the goods being produced in the US or in Europe. Manufacturing will be restricted to
facilities certified in GMP (Good Manufacturing Practices) in compliance with the FDA (Food and Drug Administration) code of Federal
Regulations, including an HAACP plan that dictates allergen control, analytical testing/environmental monitoring, chemical control,
cleaning and sanitation, glass and brittle plastic control, internal auditing, pest control, receiving, storage and transport,
supplier management, training and waste removal.


 


The
criteria for batch acceptance shall be based upon the confidence interval of 99.5% as a result of quality testing. Product not
meeting these criteria will not be accepted as finished Product and not released for shipment.


 


Celsius
will monitor that goods are packed in containers, consistent with standard packing processes for international container shipments,
and available for inspection by Distributor’s carrier prior to pickup.


 


		5.	Responsibility
                                         of Celsius.



 


During
the term of this Agreement, Celsius shall be responsible for the production, quality control, packaging and design of the Products.
Inasmuch as local requirements may dictate labeling changes, Celsius will provide such changes at the direction of Distributor.


 


		6.	Responsibility
                                         of Distributor.



 


Distributor
shall provide all of the usual and customary services of a distributor, which shall include without limitation the following:


 


		A.	Use of commercially reasonable best efforts to distribute and sell the Products in the Territories
and to extend the distribution and sale of the Products in the Territories so as to maximize such distribution, and to meet or
exceed the annual volume sales targets agreed
to by the parties. The services shall be consistent with and no less than the services performed by Distributor in connection with
the sale and distribution of its products or the products of other manufacturers or suppliers. Distributor shall provide Celsius
with forecasts of purchases of Products and ship-to-trade on a Territory –by-Territory basis for each calendar quarter and a rolling
twelve (12) month period (the “Forecasts”), in form and substance reasonably acceptable to Celsius. The first Forecast
shall be due within 30 days from the execution of this Agreement and at least fifteen (15) days prior to the beginning of the quarter
for all subsequent quarters. Such Forecasts shall be stated in the aggregate and categorized by SKU.



 




     


     


    

  


		A.	Maintain an aggressive
direct sales force and trained personnel adequate for the needs of the Territories, maintaining such office, warehouse and distribution
facilities as shall be reasonably necessary.



 


		B.	Regularly monitor
and handle the Products at Distributor’s distribution centers (“DC”) and third party warehouses to ensure their proper
storage, handling and continued compliance with applicable local and international laws, regulations and rules regarding food transport
and storage.



 


		C.	Manage inventory
rotation of the Products on a “code out” (FIFO) basis.



 


		D.	It is the sole
responsibility of Distributor to ensure that it has enough Product(s) on hand to meet its requirements and the requirements of
its Subdistributors, including special sales and promotions.



 


Replacement
of any Products due to damage from improper handling or storage, or obsolescence resulting from improperly managed inventory rotation,
Distributor’s failure to re-sell the Products or other circumstances not within the control of Celsius will be the sole obligation
of Distributor. Celsius shall bear the reasonable costs of replacing Products that are obsolete due to circumstances within its
control.


 


		7.	Annual
                                         Marketing Plan.



 


Distributor
shall provide Celsius with a written annual sales and marketing plan on a Territory by Territory basis, for each calendar year
of the Term (the “Annual Marketing Plan”), which shall be reasonably acceptable to Celsius. The initial Annual Marketing
Plan shall be due within 30 days of the execution of this Agreement. Thereafter the Annual Marketing Plan shall be due on or before
November 1 of each year or partial year of the Term of this Agreement.


 


		8.	Advertising
                                         and Promotion.



 


Celsius
shall provide Distributor with copies of the Products’ promotional and marketing materials used in the United States of America
(“U.S.”), which may include logos, layouts, artwork and copy in the sole discretion of Celsius (“Market Materials”).
Distributor shall not alter the Marketing Materials in any manner and shall obtain written approval for all copies or reproductions
of the Marketing Materials prior to use in any marketing or promotion. Distributor shall provide Celsius with an accurate English
translation of any copy or other portion of the Marketing Materials that shall be written or spoken in any language other than
English. Distributor will initiate and pay for all advertising, promotion, publicity and other marketing support for its Territory
pursuant to the Annual Marketing Plan and shall provide Celsius with reasonable evidence of initiation and payment thereof.


 


		9.	Warranties
                                         and Obligations.



 


		A.	Celsius represents
and warrants that it has the right and power to enter into the subject Agreement and that there are no other agreements with any
other party in conflict with this Agreement.



 


		B.	Celsius warrants
to Distributor as follows: (i) that title to the Products purchased by Distributor under this Agreement will be free and clear
of liens and security interests that would otherwise prevent Distributor’s resale or distribution; (ii) that all the Products
will be manufactured and packaged in compliance with applicable U.S. statutes and regulations (including applicable Food
and Drug Administration regulations requiring that such Products not be adulterated or misbranded); and (iii) that each of the
Products purchased by Distributor under this Agreement will at the time of shipment to Distributor conform to Celsius’ then
current specifications. THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS OF PRODUCTS FOR A PARTICULAR PURPOSE.



 




     


     


    

  


		C.	Distributor’s exclusive remedy and Celsius’ exclusive liability for a breach of any warranty
provided in Section 9 (B) for any shipment made by Celsius to Distributor under this Agreement will be limited to the replacement
of the nonconforming or defective Products and to bear all reasonable costs related thereto. In case Distributor notifies Celsius
about delivered Products being non-conforming or defective, Distributor shall, on Celsius’ request, furnish Celsius with
test samples and other reasonable substantiation of the nonconformance or defects. In case Celsius does not agree that the Product(s)
in question are non-conforming or defective, Celsius will select an independent reputable laboratory or other investigation company
in Europe to analyze the Product(s) in question. The results of such analysis shall be considered final and binding on both parties.
In such situation as the Product(s) are deemed defective, Celsius shall compensate Distributor with an amount equal to the full
purchase amount of such batch/batches notified by Distributor to be defective and which remain unsold (such compensation to be
in the form of deduction from the purchase price to be paid by Distributor on Distributor’s next ordering of Products from
Celsius). Celsius will have a reasonable time to replace any nonconforming or defective Products, including a reasonable amount
of time for manufacturing and delivery, provided however that such time shall only be deemed reasonable if it, in Distributor’s
reasonable opinion, does not materially adversely affect Distributor’s business in and as it relates to distribution, marketing
and sale of the Products.



 


		D.	CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL
OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO ECONOMIC LOSS OR LOSS OF PROFITS BY DISTRIBUTOR) SUFFERED OR
INCURRED AS A RESULT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR ANY TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY
OR NEGLIGENCE) COMMITTED BY A PARTY IN CONNECTION WITH THIS AGREEMENT.






 


		E.	Distributor covenants to use its best efforts to promote, market, advertise, sell, and distribute
the Product(s) in the Territory and that its Subdistributors will use their best efforts to promote, market, advertise, sell, and
distribute the Product(s) in their respective territories. The Distributor and its Subdistributors shall be solely responsible
for the sale and distribution of the Product(s) and will bear all costs associated therewith.



 


		F.	Distributor represents and warrants that to the extent necessary, (i) it has a valid certification
of approval (or equivalent of the same) in the name of Celsius from the appropriate governmental authorities in the Territory for
distribution of the Product(s) and (ii) it will maintain the certification in good standing during the Term of the Agreement.



 


		G.	Distributor understands that the Product(s) may be perishable if not stored and maintained under
temperature-controlled conditions that are standard in the transport industry. Distributor covenants and agrees that it shall not
sell any stale Product(s) or Product(s) that may be in any way defective.



 




     


     


    

  


		10.	Product Recalls.



 


Celsius
agrees to take actions reasonably necessary and appropriate, upon request that is reasonable as to time and scope of action to
be taken, to effectuate a Product corrective action, including a Product recall; provided, however, that Distributor agrees to
cooperate with Celsius in such action, including, without limitation, contacting customers and assisting in the transfer of Celsius,
as directed by Celsius, if necessary. Celsius agrees to respond within a reasonable period to any question or request for information
received by Distributor from its customers pertaining to the production of Product. Each party agrees to provide to the other party
all necessary information in its possession arising out of a recall or corrective action program or similar program. Upon thirty
(30) days’ written notice, each party shall, at a time and place mutually agreeable to the parties, have the right to audit
and inspect the other’s facilities, or the facilities of any third party Product manufacturer, and/or records relating to
such party’s obligations under this Agreement and with respect to the Products. All information that the inspecting party
obtains in the course of such inspection or audit shall be treated as Confidential Information, in accordance with Section 14 of
this Agreement.


 


		11.	Notices.



 


Any
notice under this Agreement will be valid and effective only if given by written instrument which is personally delivered or sent
by facsimile, international overnight courier, or registered or certified mail, postage prepaid, addressed as follows:


 


	 	If to Celsius:	Celsius, Inc.
	 	 	2424 Federal Hwy 

Suite 208
	 	 	Boca Raton, Florida
	 	 	33431
	 	 	Facsimile: 561-2762239 

Attn: Gerry David


 


	 	With copy to:	Gutierrez Bergman
	 	 	Boulris, P.L.L.C.
	 	 	100 Almeria Avenue 

Suite 340
	 	 	Coral Gables, Florida
	 	 	33134
	 	 	Attn: Dale S. Bergman
	 	 	 
	 	If to Distributor:	Peoples Choice AB
	 	 	Box 5121, 402 23
	 	 	Gothenburg, Sweden
	 	 	 
	 	With copy to:	Setterwalls Advokatbyrå
	 	 	Box 11235, 404 25
	 	 	Gothenburg, Sweden 

Attn: Anders Holmgren


 


Any
notice, claim, demand, request or other communication given as provided in this Section 11, if given personally or by international
courier, will be effective upon delivery; if given by facsimile, will be effective one (1) day after transmission; and, if given
by mail, shall be effective ten (10) days after deposit in the mail. Either party may change the address at which it is to be
given notice by giving written notice to the other party as provided in this Section 11.


 


		12.	Intellectual Property Rights.



 


		A.	Celsius shall retain all right, title, and interest in the original Product(s) and, unless otherwise
agreed, to any modifications or changes made thereto. Distributor shall not obtain any rights in the Product(s) as a result of
its responsibilities hereunder. The parties agree to execute any documents reasonably requested by the other party to effect any
of the above provisions.



 


		B.	Distributor acknowledges Celsius’ exclusive rights in the Product(s) and that the Product(s) is
unique and original to Celsius and that Celsius is the owner of such Intellectual Property Rights. Unless otherwise permitted by
law, neither Distributor nor any authorized Subdistributor shall, at any time during or after the effective Term of the Agreement,
dispute or contest, directly or indirectly, Celsius’ exclusive Intellectual Property Rights in and relating to the Product(s),
trademarks, service marks, logos, and copyrights, or the validity thereof.



 


		C.	Neither Distributor nor any of its Subdistributors shall have any right to duplicate, translate,
reverse engineer, or adapt the Product(s) without Celsius’ prior written consent, nor shall they attempt to develop any products
that are identical with any of the product(s).



 




     


     


    

  


		D.	Trademarks and Trade Names. All
                                         trademarks, trade names, trade packaging, logos, marks, artwork, symbols, copyrights
                                         and other designations and intellectual property used or adopted by Celsius in connection
                                         with the Products, including without limitation the name Celsius®
                                         (the “Trademarks”) will at all times be and remain the property of Celsius,
                                         its affiliated companies or third parties with whom Celsius or its affiliated companies
                                         have a license. Distributor shall not in any way dispute or impugn the validity of the
                                         Trademarks, Celsius’, its affiliated companies or such third parties’ sole ownership
                                         of the Trademarks, or such parties’ right to use and control the use of the Trademarks
                                         during the term of this Agreement and thereafter; nor will Distributor do or permit to
                                         be done any action or thing which will in any way impair the rights of Celsius or such
                                         third parties in and to the Trademarks. Distributor’s use of the Trademarks will
                                         be exclusively for the benefit of Celsius and/or its affiliates pursuant to a limited,
                                         revocable, non-exclusive license created by this Agreement which terminates immediately
                                         upon the termination of this Agreement and does not create in it any right, title or
                                         interest in the Trademarks.



 


		1.	Use. Distributor may use the Trademarks only in connection with the services to be provided
hereunder and only in the manner and style approved by Celsius in writing. Distributor will not use the Trademarks as part of its
company name or in connection with any product other than the Products. Distributor agrees not to alter, deface, remove, cover
up, or mutilate any of the Trademarks or any serial number, lot code number or other designation which may be attached or affixed
to the Products or any packaging materials.



 


		2.	Notification. Distributor will: (i) notify Celsius in writing of any infringing uses, applications
for registration, or registrations of the Trademarks or marks similar thereto of which it has actual knowledge; (ii) execute any
agreed to documentation requested by Celsius relating to the Trademarks; and (iii) comply with all instructions of Celsius with
regard to the use and display of the Trademarks.



 


		3.	Actions. Distributor acknowledges that only Celsius will have authority to institute actions
or proceedings to prevent any infringement, imitation, unauthorized use, or misuse of any of the Trademarks and agrees to provide
Celsius with reasonable assistance in such proceedings.



 


		4.	Similar Marks. Distributor agrees not to adopt any trademark, trade name, trade packaging,
mark, logo, artwork or symbol which is similar to or likely to be confused with any of the Trademarks. Distributor will not use
any other trademark, trade name, trade packaging, mark, logo, artwork, word, symbol, letter or design in combination with any of
the Trademarks.



 


		5.	Literature. Distributor shall provide Celsius with copies (including accurate English translations)
of all sales literature, advertising and promotional materials, manuals and related materials (“Sales Literature”)
to be used by Distributor in connection with the Products. Distributor shall obtain written approval from Celsius of all Sales
Literature prior to publication or use.



 


		6.	Effect of Termination. Upon termination of this Agreement for any reason, Distributor immediately
cease all use of the Trademarks and Sales Literature, provided that, upon further written consent from Celsius, Distributor may
continue to use the Trademarks and approved Sales Literature in its promotion and sale of the Products held in inventory.



 




     


     


    

  


		7.	Packaging. The Products shall be resold only in their original packaging. Without the prior
written approval from Celsius, Distributor shall not, directly or indirectly, re-label, repackage, mark, or assist or permit any
other entity to re-label, repackage, or mark the Products except for such repackaging as may be necessary to replace damaged packaging
or to re-label to comply with local laws.



 


		13.	Product(s) Warranty.



 


		A.	CELSIUS
                                         WARRANTS THAT THE PRODUCT(S)
                                         ARE MERCHANTABLE AND
                                         FIT FOR A PARTICULAR PURPOSE,
                                         PROVIDED, HOWEVER, SUCH WARRANTIES OF MERCHANTABILITY
                                         AND FITNESS FOR
                                         A PARTICULAR PURPOSE SHALL NOT
                                         EXTEND BEYOND “FOB” DELIVERY
                                         AS SET FORTH IN SECTION 3(C)
                                         OF THIS AGREEMENT. CELSIUS SHALL
                                         NOT BE LIABLE FOR ANY DAMAGES,
                                         DIRECT OR INDIRECT, INCLUDING
                                         INCIDENTAL OR CONSEQUENTIAL
                                         DAMAGES ARISING OUT
                                         OF THE SALE, MANUFACTURE, OR
                                         USE OF ANY PRODUCT(S) SOLD HEREUNDER.



 


		B.	Distributor shall be liable for any representations or warranties made by it or its Subdistributors,
without the prior written approval of Celsius, in its advertising, brochures, manuals, or by its agents, employees, or representatives,
whether in writing or orally with respect to the Product(s).



 


		14.	Confidentiality.



 


		A.	Definition of Confidential Information. The term “Confidential Information”
as collectively referred to herein, shall include all information or material disclosed by each party, either orally or in writing,
including, but not limited to: (i) the identity of customers, suppliers, subcontractors and others with whom the party making disclosure
(the “Disclosing Party”) does business; (ii) marketing methods and strategies; (iii) contract terms, pricing, margin,
cost information and other information regarding the relationship between Disclosing Party and the persons and entities with which
Disclosing Party has contracted; (iv) the Disclosing Party’s services, products, specifications, analyses, software, technology,
developments, improvements and methods of operation; (v) results of operations, financial condition, projected financial performance,
sales and profit performance and financial requirements; (vi) the identity of and compensation paid to employees, consultants and
agents; (vii) business plans, models or strategies and the information contained therein; (viii) sources, leads, or methods of
obtaining new business; (ix) designs, inventions, patents, patents pending, licenses and sublicenses; (x) data, know-how, formulae,
processes, discoveries, inventions and ideas, whether or not patentable, copyrightable or subject to protection as a trademark
or trade name; (xi) acquisitions, divestitures, alliances and other business relationships; and (xii) all other trade secret or
Confidential Information of, about or concerning the business of the Disclosing Party. Confidential Information also includes any
notes, analyses, compilations, studies or other material or documents prepared by the party receiving confidential information
(the “Receiving Party”) which contain, reflect or are based, in whole or in part, on the Confidential Information. 
		 	 
		 	Notwithstanding the foregoing, Confidential Information shall not include information or material that, through no action or fault
of the Receiving Party: (i) is publicly available or becomes publicly available; or (ii) is or becomes available to the Receiving
Party from a source other than the Disclosing Party, provided that the source of such information was not bound by a contractual,
legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect thereto.



 


		B.	Confidentiality. Each Party shall not disclose or use any Confidential Information for
any purpose outside the scope of this Agreement without prior written permission.



 




     


     


    

  


		C.	Protection.
                                         Each party agrees to protect the confidentiality of the Confidential Information
                                         of the other party in the same manner that it protects the confidentiality of its own
                                         proprietary and confidential information of like kind, but in no event shall either party
                                         exercise less than reasonable care in protecting
                                         such Confidential Information.









 


		D.	Compelled
Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall
provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance,
at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.



 


		E.	Remedies.
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party
in violation of this Section 14, the Disclosing Party shall have the right, in addition to any other remedies available to it,
to seek preliminary and permanent injunctive relief, without bond, to enjoin such acts, it being specifically acknowledged by the
parties that any other available remedies at law are inadequate.



 


		F.	Publicity.
Neither party may issue press releases relating to this Agreement without the other party’s prior written consent. Notwithstanding
the foregoing, either party may include the name and logo of the other party in its lists of customers or vendors.



 


		15.	Compliance
with Applicable Law.



 


Distributor
and its Subdistributors shall be responsible for compliance with applicable laws, regulations and rules related to the export,
shipment, import, storage, distribution and sale of the Products in the Territories (including without limitation proper labeling,
licensure and the payment of all export and import taxes, duties, tariffs, and all fees related to licenses and permits). Distributor
and its Subdistributors shall indemnify, defend and hold Celsius, its affiliates, and their respective directors, officers, employees
and agents harmless against all costs, claims, suits, demands, judgments, expenses (including reasonable attorneys’ fees) or damages
resulting from or arising out of any breach of this Section 15.


 


		16.	Government
Approval.



 


		A.	Where necessary,
Distributor and its Subdistributors shall be required to obtain all governmental approvals required to fulfill its obligations
under this Agreement, including those dealing with the sale and distribution of the Product(s) purchased hereunder. Without limiting
the generality of the foregoing, Distributor shall, in the name of Celsius, obtain and maintain all licenses and governmental approvals
that may be necessary to permit the importation of the Product(s) purchased hereunder and the sale by the Distributor of the Product(s),
complying with all registration, banking, exchange, control, and other regulations or approvals that may be required. Distributor
shall keep Celsius informed of any laws regulations, governmental orders, or requirements that affect the ordering, packaging,
shipment, importation, sale, marketing, or distribution of the Product(s) within the Territory and shall, in all cases, refrain
from engaging in any activities or conduct that would cause Celsius to be in violation of the laws of any jurisdiction.



 


		B.	In addition to
the Distributor’s obligations under Section 16 (A), if approval by any governmental entity in the Territory is required before
this Agreement is enforceable by Celsius, then such government approval is a condition precedent to the validity of this Agreement.
Celsius shall have no obligations under this Agreement until such governmental approval has been obtained and evidence of such
approval has been received by Celsius.



 


		C.	If any governmental
entity requires material changes to be made to the terms of this Agreement or the relationship between the parties, either party
may terminate this Agreement with mutual consent upon thirty (30) days’ written notice. 



 




     


     


    

 


		17.	Noncompetition.



 


During
the term of this Agreement, and for a period of one (1) year thereafter, neither Distributor nor any of its Subdistributors shall
serve as distributor or marketing or sales representative in connection with any product in the fat- and calorie burning drinks
(including powder), energy drinks categories that is directly competitive with the Products or products that Distributor has co-developed
with or is distributing, promoting, or selling on behalf of Celsius without first obtaining Celsius’ written consent.


 


		18.	Termination.



 


The
following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement.


 


		A.	Celsius shall
have the right to immediately terminate this Agreement by giving written notice to Distributor in the event that Distributor does
any of the following:



 


		1.	Files a petition
in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant
to any bankruptcy law, or if Distributor discontinues or dissolves its business, or if a receiver is appointed for Distributor
or for Distributor’s business and such receiver is not discharged within sixty (60) days;



 


		2.	Makes any change
in the current management of Distributor, which in the reasonable opinion of Celsius substantially impairs Celsius’ rights under
this Agreement, or has or threatens to damage the reputation of Celsius, or the Product(s);



 


		3.	Engages in any
illegal, unfair, or deceptive business practices or unethical conduct whatsoever, regardless of whether related to the Product(s);
or



 


		4.	sells a majority
interest in Distributor to a third party.



 


		B.	In case Celsius
files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or
an arrangement pursuant to any bankruptcy law, or if Celsius discontinues or dissolves its business, or if a receiver is appointed
for Celsius or for Celsius business and such receiver is not discharged within sixty (60) days, all rights pertaining to the Products
including all the intellectual rights related thereto, shall be automatically and irrevocably transferred to Distributor with full
title and ownership for Europe.



 


		C.	In addition to
the aforementioned grounds for termination, either party may terminate this Agreement on sixty (60) days’ written notice to the
other party in the event of a material breach of any provision of this Agreement by the other party, provided that, during the
sixty-day period, the breaching party fails to cure such breach.



 


		19.	Post Termination
Rights.



 


		A.	In order that
Celsius may optionally repurchase from Distributor at Distributor’s cost, not less than ninety (90) days prior to the expiration
of this Agreement or immediately upon termination thereof, Distributor and its Subdistributors shall provide Celsius with a complete
schedule of all inventory of Product(s) then on hand (the “Inventory”).



 


		B.	Upon expiration
or termination of this Agreement, all rights granted to Distributor under this Agreement shall immediately terminate and revert
to Celsius and Distributor and its Subdistributors shall discontinue all marketing, distribution, and sale of the Product(s), whether
under private or other label, except as provided in this Subsection B. Upon expiration or termination of this Agreement, Celsius
shall have the option of purchasing any of the existing Inventory of Product(s) then on hand as of the date of expiration or termination
of the Agreement at Distributor’s cost. If Celsius does not purchase Distributor’s Inventory, Distributor may
distribute and sell the Inventory in accordance with the terms and conditions of this Agreement until the Inventory is depleted.
At no time shall Distributor use the Product(s) or Product(s) packaging for any purpose other than that which is contemplated by
this Agreement.



 




     


     


    

 


		C.	The termination or expiration of this Agreement shall not extinguish any of Distributor’s obligations
under this Agreement that by their terms continue after the date of termination or expiration.



 


		20.	Infringements.



 


		A.	Distributor agrees to notify Celsius promptly in
the event Distributor or its Subdistributor(s) becomes aware of any direct competitors or any infringements of the Product(s) or
Celsius’ trademarks, trade dress, or logos. Celsius shall have the right, in its sole discretion, to prosecute lawsuits against
third parties for infringement of Celsius’ Intellectual Property Rights. All costs and expenses associated with such lawsuits shall
be borne by Celsius, which shall be entitled to any recovery received, whether by adjudication or settlement.






 


		B.	Distributor and its Subdistributors agree to fully cooperate with Celsius and its representatives
in the prosecution of any such suit. Celsius shall reimburse Distributor for the expenses incurred as a result of such cooperation.



 


		21.	Indemnity.



 


		A.	Distributor shall indemnify, hold harmless, and defend Celsius and its officers, directors, agents, and employees, from and against any costs arising
out of or related to breach of any representations or warranties in this Agreement, or as a result of any of Distributor’s actions
or inactions. Distributor shall employ legal counsel to defend such suit or action at Distributor’s expense. Celsius shall
have the right to approve such counsel but Celsius may not unreasonably withhold its approval. Upon notice of any suit or action,
Celsius shall promptly notify Distributor and Celsius shall cooperate in Distributor’s defense. Celsius shall have the right,
at its sole expense, to employ separate legal counsel to participate in the defense.









 


		B.	Celsius agrees to defend, indemnify, and hold Distributor, and its officers, directors, agents,
and employees, harmless against all costs, expenses, and losses (including reasonable attorneys’ fees and costs) incurred
as a result of claims of third parties against Distributor based on Celsius’ breach of any representations or warranties contained
herein or as a result of any of Celsius’ actions or inactions.



 


		22.	Force Majeure.



 


It
is understood and agreed that in the event an act of government, or war conditions, or fire, flood, labor trouble, or other contingencies
beyond the control of Celsius or Distributor interfere or prevent the performance by either party of their respective obligations
under this agreement, then such nonperformance shall not be considered as grounds for breach of this Agreement and such nonperformance
shall be excused while the conditions herein prevail and for sixty (60) days thereafter.


 


		23.	Independent
                                         Contractor.



 


Distributor’s
performance of its duties and obligations under this Agreement and the performance of its Subdistributors are in a capacity as
an independent contractor. Nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership,
agency, brokerage, or a joint venture relationship between Distributor, its Subdistributors, and Celsius.


 




     


     


    

 


		24.	Arbitration.



 


The
parties agree that any dispute between them arising out of, based on or relating to this Agreement shall be finally resolved exclusively
by arbitration conducted in accordance with the International Rules then in effect of the American Arbitration Association. Any
arbitration shall be held in Palm Beach county, Florida, USA. The laws of
the State of Florida, U.S.A. shall apply to and govern the Agreement, its interpretation and performance. Judgment upon the award
rendered shall be final and non-appealable and may be entered in any court having jurisdiction Each party shall pay its own fees
and expenses (including without limitation attorneys’ fees and expenses) incurred in connection with the arbitration proceeding.
Common expenses of the arbitration proceeding (such as the fees and expenses of the arbitrators and expenses of administration)
shall be born by the parties in such amounts or proportions as the arbitrators may determine. Notwithstanding the obligations set
forth in this paragraph, Celsius shall be permitted to seek equitable relief from a court having jurisdiction to prevent the unauthorized
use or misuse of its Intellectual Property Rights.


 


		25.	Agreement
Binding on Successors.



 


This
Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors,
and assigns.


 


		26.	Waiver.



 


No
waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions
of this Agreement.


 


		27.	Severability.



 


If
any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.


 


		28.	Assignment.



 


Celsius
may assign this Agreement in whole or in part and shall promptly notify Distributor thereof. Distributor may not assign or otherwise
transfer (whether by operation of law or otherwise) this Agreement in whole or in part to any entity without the express prior
written consent of Celsius, upon terms determined by Celsius in its sole discretion.


 


		29.	Integration.



 


This
Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties
and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties
hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be
in conflict with this Agreement.


 


IN
WITNESS WHEREOF, the parties’ authorized signatories have duly executed this Agreement as of the Effective Date.


 


	CELSIUS HOLDINGS, INC.	 
	 	 
	By:	/s/ Gerard David	 
	 	 	 
	Print Name: 	Gerard David	 
	 	 	 
	Title:	CEO	 
	 	 	 
	Date:	3-23-15	 
	 	 
	DISTRIBUTOR	 
	 	 
	
        By: 
	/s/ Andreas Celik	
	 	 	 
	Print Name 	Andreas Celik	 
	 	 	 
	Title:	Managing Partner	 
	 	 	 
	Date:	23-3-15	 


 




     


     


    

  


SCHEDULE
A


TO DISTRIBUTION AGREEMENT BETWEEN


CELSIUS HOLDINGS, INC.


AND


PEOPLES CHOICE AB


 


DATED FEBRUARY 24, 2015


 


		1.	Product(s) Description



 


	Product(s)/Name/Trademark	 	Description
	CELSIUS® Beverages	 	Ready to Drink Beverages in cans
	 	 	 
	 	 	 


  


		2.	Initial Order / Date 	Not
                                         Applicable	 



 


	Product(s)/Name/Trademark	 	Quantity
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

  


SCHEDULE
B


TO DISTRIBUTION AGREEMENT BETWEEN


CELSIUS HOLDINGS, INC.


AND


PEOPLES CHOICE AB


 


DATED FEBRUARY 24, 2015


 


		1.	Product, Territory, Distribution Channel, and Exclusivity



 


	(A) Product/Trademark	 	(B) Territories	 	(C) Distribution

Channel(s)	 	(D) Exclusivity	 	(E) Limitations on

Exclusivity
	1. CELSIUS®	 	Sweden, Finland,

Norway, Denmark

and Switzerland.	 	Retail, Wholesale	 	Product (A) in

Territories (B) via

Channels (C)	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


As
regards the territories’ “Estonia”, “Latvia” and “Lithuania”, the Parties’ hereby
agree as follows: Celsius undertakes to inform Distributor in writing prior to any decision by Celsius to grant a distribution
right (either exclusive or non-exclusive) to any third party for the marketing and distribution of any of the Products within any
of these territories or prior to any decision by Celsius to market or distribute any of the Products themselves or through an affiliated
party within any of these territories. Distributor shall be entitled to receive the exclusive distribution right for any of these
territories provided that Distributor, within 90 days, confirms in writing to Celsius Distributor’s decision to enter such
identified territory as exclusive distributor. Such confirmation from Distributor shall also contain an estimation on when the
Products are to be launched on such identified new territory. Distributor shall, in addition hereto, within 60 days from such written
confirmation provide Celsius with a business plan for the new territory in question, such business plan which shall be in a form
reasonable acceptable to Celsius. Any failure on behalf of Distributor of the aforementioned obligations shall result in the right
for Celsius to appoint other distributor or establish themselves as distributors on such new identified territory.