Exhibit 10.1


 


LOAN AND SECURITY AGREEMENT


 


This
Loan and Security Agreement (hereinafter called "Agreement") is between CELSIUS HOLDINGS, INC., a Nevada corporation,
authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. whose address is 140 N.E.
4th Avenue, Suite C, Delray Beach, Florida 33483 (hereinafter called "Debtor")
and CD FINANCIAL, LLC, a Florida limited liability company (hereinafter called "Secured Party").


 


1.          Grant
of Security Interest. Subject to the terms and conditions of the Note (as hereinafter defined) and this Agreement, Debtor,
for consideration as defined herein, and to secure the full and prompt payment, observance and performance when due of all present
and future obligations and indebtedness of Debtor to Secured Party, whether at the stated time, by acceleration or otherwise, howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, whether or not of the same or similar class
or of like kind to any indebtedness incurred contemporaneously with the execution of this Agreement, and whether now or hereafter
existing, or due or to become due, and whether such indebtedness from time to time is reduced and thereafter increased, or entirely
extinguished and thereafter reincurred, including without limitation, the following:


 


(a)          Any
and all amounts owed by Debtor, under, in connection with, and/or pursuant to the indebtedness evidenced by that certain Promissory
Note of even date herewith, in the original principal sum of THREE MILLION AND NO/100THS DOLLARS ($3,000,000.00)
(the "Note"), with interest thereon according to the provisions thereof, and all obligations
thereunder, in connection therewith and/or pursuant to any and all agreements and other documents in connection therewith; and 


 


(b)          All
sums advanced or expenses or costs paid or incurred (including without limitation reasonable attorneys' fees and other legal expenses)
by Secured Party pursuant to or in connection with the Note or any other agreements and documents in connection therewith plus
applicable interest on such sums, expenses or costs; and


 


(c)          Any
extensions, modifications, changes, substitutions, restatements, renewals or increases or decreases of any or all of the indebtedness
referenced above.


 


hereby grants to Secured Party
a security interest in the collateral described in Schedule 1, same being attached to this Agreement and made a part hereof (hereinafter
collectively called the "Collateral").


 


2.          Definitions.
The following terms shall have the following meanings


 


"Accounts" means all Accounts as that
term is defined in Article 9 of the UCC;


 


"Chattel Paper" means all Chattel Paper
as that term is defined in Article 9 of the UCC;


 




    1 


     


    

 


"Commercial Tort Claims"
means all Commercial Tort Claims as that term is defined in Article 9 of the UCC;


 


"Consignments"
means all Consignments as that term is define in Article 9 of the UCC;


 


"Contracts"
means all contracts, undertakings, franchise agreements or other agreements (other than rights evidenced by Chattel Paper, Documents
or Instruments, as those terms are defined above and below) in or under which the Debtor may now or hereafter have any right, title
or interest, including, without limitation, with respect to an Account, and any agreement relating to the terms of payment or the
terms of performance thereof;


 


"Copyrights"
means (a) all copyrights of the United States or any other country; (b) all copyright registrations filed in the United States
or in any other country; and (c) all proceeds thereof;


 


"Copyright License"
means all agreements, whether written or oral, providing for the grant by the Debtor of any right to use any Copyright;


 


"Deposit Accounts"
means all Deposit Accounts at that term is defined in Article 9 of the UCC;


 


"Documents" means
all Documents as that term is defined in Article 9 of the UCC;


 


"Encumbrance(s)"
means all Encumbrance(s) as that term is defined in Article 9 of the UCC;


 


"Equipment" means
all Equipment as that term is defined in Article 9 of the UCC;


 


"Fixtures" means
all Fixtures as that term is defined in Article 9 of the UCC;


 


"General Intangibles"
means all General Intangibles as that term is defined in Article 9 of the UCC;


 


"Goods" means all
Goods as that term is defined in Article 9 of the UCC;


 


"Health-Care-Insurance
Receivables" means all Health-Care-Insurance Receivables as that term is defined in Article 9 of the UCC;


 


"Instruments"
means all Instruments as that term is defined in Article 9 of the UCC;


 


"Inventory"
means all Inventory as that term is defined in Article 9 of the UCC;


 


"Investment Property"
means all Investment Property as that term is defined in Article 9 of the UCC;


 


"Letters of Credit"
means all Letters of Credit as that term is defined in the Article 5 of the UCC;


 




    2 


     


    

 


"Letter-of-Credit Rights"
means all Letter-of-Credit Rights as that term is defined in Article 9 of the UCC;


 


"Patents"
means (a) all letters patent of the United States and all reissues and extensions thereof, (b) all applications for letters patent
of the United States and all divisions, continuations and continuations-in-part thereof or any other country, including, without
limitation, any thereof referred to in any schedule attached hereto and (c) all proceeds thereof, including the goodwill of the
business connected with the use of and symbolized by the Patents;


 


"Patent
License" means all agreements, whether written or oral, providing for the grant by the Debtor of any right to manufacture,
use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in any schedule attached
hereto;


 


"Payment Intangibles"
means all Payment Intangibles as that term is defined in Article 9 of the UCC;


 


"Proceeds" means
all Proceeds as that term is defined in Article 9 of the UCC;


 


"Promissory Note(s)"
means as that term is defined in Article 9 of the UCC;


 


"Software" means
all Software as that term is defined in Article 9 of the UCC;


 


"Supporting Obligations"
means all Supporting Obligations as that term is defined in Article 9 of the UCC;


 


"Tangible
Chattel Paper" means all Tangible Chattel Paper as that term is defined in Article 9 of the UCC;


 


"Trademarks" means
(a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers and the goodwill associated therewith, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether registered in the
United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof or otherwise, including, without limitation, any thereof referred to in any schedule
attached hereto; (b) all renewals thereof; and (c) all proceeds thereof, including the goodwill of the business connected with
the use of and symbolized by the Trademarks;


 


"Trademark License"
means any agreement, written or oral, providing for the grant by the Debtor of any right to use any Trademark.


 




    3 


     


    

 


"UCC" means the Uniform
Commercial Code as in effect from time-to-time in the State of Florida and State of Nevada.


 


3.          Representations,
Warranties and Covenants of Debtor. Debtor expressly represents, warrants and covenants as follows:


 


(a)          The
address appearing with Debtor's signature below is the address of Debtor's principal office. If any part of the Collateral is not
located at Debtor's principal office, it will be located at such other locations as Debtor, or any other entity affiliated with
Debtor, may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional
location(s).


 


(b)          If
Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract
rights at Debtor's principal office, same will be located at such other locations as Debtor, or any other entity affiliated with
Debtor, may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional
location(s).


 


(c)          Debtor
will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor's principal office, the location of the
Collateral or the location of the records described above, or (ii) the Ownership of Debtor's business, (iii) the principals responsible
for the management of Debtor's business, (iv) Debtor's company structure or identity, or (v) Debtor's name or trade name, or prior
to commencing to use an assumed name not set forth in this Agreement.


 


(d)          If
any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this
Agreement as Schedule 2 and made a part hereof.


 


(e)          If
Debtor does not have a record interest in the real estate described above, the record Owner is indicated on the attached Schedule
2.


 


(f)          Without
the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of
the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is
the owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured
Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against
all adverse claims and demands.


 


(g)          Debtor
will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party,
and the Secured Party hereby acknowledges that the current levels of insurance maintained by Debtor are acceptable for the first
year of the Loan, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party.
Debtor will deposit such insurance policies with Secured Party.


 




    4 


     


    

 


Debtor hereby
assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation
of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured
Party in payment of insurance losses or return of unearned premium may, at Secured Party's option, be applied to the indebtedness
by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral. Notwithstanding
the foregoing, if there is no default under the Loan, at the request of the Debtor, and upon the approval of Secured Party in its
sole discretion, amounts received by Secured Party in payment of insurance losses or return of unearned premium shall be used for
the purpose of repairing, replacing or restoring the Collateral. If Debtor fails to maintain satisfactory insurance, Secured Party
shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor
agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so
expended by Secured Party.


 


(h)          Debtor
represents and warrants to Secured Party that all financial statements, income tax returns and credit information delivered by
Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein
stated. So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within one hundred twenty (120)
calendar days after the end of each of Debtor's fiscal years, a complete and accurate copy of the consolidated audited financial
statements (with notes) of Debtor prepared by an independent certified public accountant acceptable to Secured party ("CPA"),
including statements of cash flow, and a balance sheet and statement of income, together with all schedules, all prepared in accordance
with generally accepted accounting principles ("GAAP"). Debtor shall provide Secured Party with a copy of its federal
income tax return within fifteen (15) days of filing (including all schedules and extensions). Debtor shall also provide internally
prepared condensed monthly statements without notes but otherwise meeting all the requirements of the annual statements no later
than thirty (30) days after each month end and internally prepared condensed quarterly financial statements with partial notes
(which are included included in the Form 10-Q) but otherwise meeting all the requirements of the annual statements no later than
forty five (45) days after the end of each fiscal quarter end or such other date as requested by Seemed Party for statements other
than the quarterly statements, acceptable to Security Party and its accountants as well as financial statements at such other times
as requested by Security Party.


 


(i)          Secured
Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an
authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party's rights shall
operate as a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided
by this Agreement or applicable law, the rights and remedies of a secured party under the Uniform Commercial Code.


 




    5 


     


    

 


(j)          Debtor
will maintain the Collateral in good condition and repair, reasonable wear and tear excepted, and will pay promptly all taxes,
levies, and encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make
such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest
at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor
will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal
business hours to inspect the Collateral or the books and records thereof.


 


(k)          Debtor
agrees to pay to Secured Party on demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party
in protecting or enforcing its rights in the Collateral or otherwise under this Agreement. After deducting all said expenses, the
remainder of any proceeds of sale or other disposition of the Collateral shall be applied to the indebtedness due Secured Party
in such order of preference as Secured Party shall determine.


 


(1)         Debtor
hereby agrees to faithfully preserve and protect Secured Party's security interest in the Collateral at all times, and further
agrees to execute and deliver, from time to time, any and all further, or other, documents, instruments, continuation statements
and perform or refrain from performing such acts, as Secured Party may reasonably request to effect the purposes of this Agreement
and to secure to Secured Party the benefits of all the rights, authorities and remedies conferred upon Secured Party by the terms
of this Agreement. Debtor shall permit, or cause to be permitted, at Debtor's expense, representatives of Secured Party to inspect
and make copies of the books and records of Debtor relating to the Collateral at any reasonable time or times upon prior notice.


 


4.          Loan
Disbursements. Disbursements under the Note shall be made directly by the Secured Party to Debtor upon no less than seven (7)
business days of written request from Debtor to Secured Party. All disbursements hereunder shall be for the purpose of providing
funding for a mutually agreeable written plan between the Secured Party and the Debtor for marketing and advertising of the Debtor's
and/or its wholly-owned subsidiaries' products which may include reimbursement to the Debtor for marketing and advertising expenses
prepaid by the Debtor.


 


5.          Defaults.
The occurrence of any of the following events shall constitute a default hereunder:


 


(a)         the
Debtor shall default in the payment of principal of or interest on the Note or any other obligation to Secured Party 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 Debtor shall fail to perform or observe any other covenant, agreement,
term, provision, undertaking or commitment under the Note, this Loan Agreement or any other agreement or document secured hereby
or any other encumbrance or agreement securing the Note which remains uncured for ten (10) Business Days after the delivery to
the Debtor of written notice that the Debtor is in default hereunder or thereunder;


 




    6 


     


    

 


(b)          The
breach of or failure to perform promptly any obligation or covenant set forth in this Agreement, the Note or any other agreement
secured hereby or securing the Note unless otherwise approved in advance by Secured Party.


 


(c)          The
suspension of business, insolvency, failure generally to pay debts as they became due, or the commission of any act constituting
or resulting in a business failure, in each case on the part of the business of Debtor; the concealment or removal of any substantial
portion of Debtor's property with the intent to hinder, delay or defraud any one or more creditors, or the making of any other
transfer which is fraudulent or otherwise voidable under the Bankruptcy Code or other applicable federal or state law; the existence
or creation of any lien, including without limitation any tax or judgment lien, upon the Collateral or any substantial part of
Debtor's property; an assignment for the benefit of creditors; the commencement of any proceedings by or against Debtor (under
the Bankruptcy Code or otherwise) seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment
or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking
the appointment of a receiver, trustee or custodian for Debtor or for the Collateral or a substantial part of the property of Debtor;
or the institution by Debtor or any other person or entity of any liquidation, dissolution or reorganization proceedings with respect
to Debtor;


 


(d)          The
failure to effectively and promptly discharge, stay or indemnify against, to Secured Party's satisfaction, any lien or attachment
against any of Debtor's property or the Collateral;


 


(e)          Any
representation or warranty contained herein or in any other document delivered by or on behalf of Debtor to Secured Party shall
be false or misleading when made;


 


(f)          If
Secured Party, in good faith, believes the prospect of payment secured by this Agreement is impaired, or believes that any of the
Collateral is in danger of loss, misuse, seizure or confiscation;


 


(g)          The
occurrence of any of the following without the Secured Party's written consent, which consent shall be in Secured Party's sole
discretion: the transfer of any of the Debtor's assets not in the ordinary course of business; the merger or consolidation of Debtor
with another company or entity; the change of the Debtor's name; the liquidation of Debtor.


 


6.           Remedies.


 


(a) Upon the occurrence of any
default under this Agreement, Secured Party is authorized in its discretion to declare any or all of the indebtedness to be immediately
due and payable without demand or notice to Debtor, and may exercise any one or more of the rights and remedies granted pursuant
to this Agreement or given to a secured party under applicable law, including without limitation the Uniform Commercial Code, such
rights and remedies to include without limitation the right to take possession and sell, lease or otherwise dispose of the Collateral.
If reasonable notice of any disposition of Collateral or other enforcement is required, such requirement will be met if such notice
is mailed, postage pre-paid, to the address of Debtor shown below Debtor's signature on this Agreement at least fifteen (15) days
prior to the time of disposition or other enforcement. Debtor agrees that upon demand by Secured Party after default, Debtor will
promptly assemble the Collateral and make the Collateral available to Secured Party at a place convenient to Secured Party.


 




    7 


     


    

 


(b) Debtor
agrees that all of the Collateral and all of the other security which may be granted to Secured Party in connection with the obligations
secured hereby constitute equal security for all of the obligations secured hereby, and agrees that Secured Party shall be entitled
to sell, retain or otherwise deal with any or all of the Collateral, in any order or simultaneously as Secured Party shall determine
in its sole and absolute discretion, free of any requirement for the marshaling of assets or other restriction upon Secured Party
in dealing with the Collateral or such other security.


 


(c) Upon
the occurrence of any default under this Agreement, Debtor hereby irrevocably constitute and appoints Secured Party (and any employee
or agent of Secured Party) as Debtor's true and lawful attorney-in-fact with full power of substitution, in Secured Party's name
or Debtor's name or otherwise, for Secured Party's sole use and benefit, at Debtor's cost and expense, to exercise the following
powers with respect to the Collateral:


 


(1)         To
demand, sue for collection, receive, and give acquittance for any and all monies due or owing with respect to the Collateral;


 


(2)         To
receive, take, endorse Debtor's name on, assign and deliver any checks, notes, drafts, documents or other instruments taken or
received by Secured Party in connection with the Collateral;


 


(3)         To
settle, compromise, prosecute, or defend any action or proceeding with respect to the Collateral;


 


(4)         To
sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds thereof, as fully as if Secured Party were the
absolute Debtor thereof.


 


(5)         To
sign Debtor's name to and file financing statements or such other documents and instruments as Secured Party may deem appropriate.


 


(6)         To
take any and all action that Secured Party deems necessary or proper to preserve its interest in the Collateral, including without
limitation, the payment of debts of Debtor that might impair the Collateral or Secured Party's security interest therein, the purchase
of insurance on the Collateral, the repair or safeguard of the Collateral, or the payment of taxes thereon.


 


(7)         To
notify account debtors of Secured Party's security interest in Debtor's accounts and to instruct them to make payment directly
to Secured Party.


 




    8 


     


    

 


(8)         To
assume management (by Secured Party or by an affiliate of Secured Party) of the Debtor's business.


 


(d) Debtor
agrees that the powers of attorney granted herein are coupled with an interest and shall be irrevocable until full, final and irrevocable
payment and performance of the indebtedness secured hereby; and that neither Secured Party nor any officer, director, employee
or agent of Secured Party shall be liable for any act or omission, or for any mistake or error of judgment, in connection with
any such powers.


 


(e) Notwithstanding
the foregoing, Secured Party shall be under no duty to exercise any such powers, or to collect any amount due on the Collateral,
to realize on the Collateral, to keep the Collateral, to make any presentment, demand or notice of protest in connection with the
Collateral, or to perform any other act relating to the enforcement, collection or protection of the Collateral.


 


(f) This
Agreement shall not prejudice the right of Secured Party at its option to enforce the collection of any indebtedness secured hereby
or any other instrument executed in connection with this transaction, by suit or in any other lawful manner. No right or remedy
is intended to be exclusive of any other right or remedy, but every such right or remedy shall be cumulative to every other right
or remedy herein or conferred in any other agreement or document for the benefit of Secured Party, or now or hereafter existing
at law or in equity.


 


7.          Miscellaneous.


 


(a) This
Agreement and the security interest in the Collateral created hereby shall terminate when the indebtedness has been fully, finally
and irrevocably paid and all other obligations of Debtor to Secured Party have been performed in full. Prior to such termination,
this shall be a continuing agreement.


 


(b)
TIDS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA IN ALL RESPECTS, INCLUDING
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE.
DEBTOR CONSENTS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND THE FEDERAL COURTS LOCATED
IN FLORIDA SO THAT SECURED PARTY MAY SUE DEBTOR IN FLORIDA TO ENFORCE THIS AGREEMENT. DEBTOR AGREES NOT TO CLAIM THAT FLORIDA IS
AN INCONVENIENT PLACE FOR TRIAL. AT SECURED PARTY'S OPTION, THE VENUE (LOCATION) OF ANY SUIT TO ENFORCE THIS AGREEMENT MAY BE IN
PALM BEACH COUNTY, FLORIDA. DEBTOR HEREBY IRREVOCABLY AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF
PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO DEBTOR AT THE ADDRESS PROVIDED FOR NOTICES UNDER THIS AGREEMENT.


 




    9 


     


    

 


(c)
DEBTOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION (INCLUDING BUT NOT LIMITED TO) ANY CLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN. DEBTOR ALSO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ANY SPECIAL INCIDENTIAL
OR CONSEQUENTIAL DAMAGES. DEBTOR ACKNOWLEDGES THAT THE SECURED PARTY HAS BEEN INDUCED TO ENTER INTO THIS LOAN, INCLUDING THIS AGREEMENT,
BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH.


 


(d) This
Agreement shall inure to the benefit of Secured Party, its successors and assigns and to any other holder who derives from Secured
Party title to or an interest in the indebtedness which this Agreement secures, and shall be binding upon Debtor, its successors
and assigns.


 


(e) In
case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had not been included.


 


(f) The
Debtor agrees to cooperate promptly with the Secured Party and its agent in the correction or completion of the loan closing documents
if deemed necessary or desirable by Secured Party. Debtor understands that this may include correction or execution of a new note
and mortgage to reflect the agreed terms.


 


(g) Any
provision to the contrary notwithstanding contained herein or in the Note or in any other instrument now or hereafter evidencing,
securing or otherwise relating to any secured indebtedness, neither Secured Party nor any other holder of the secured indebtedness
shall be entitled to receive or collect, nor shall Debtor be obligated to pay, interest on any of the secured indebtedness in excess
of the maximum rate of interest at the particular time in question, if any, which, under applicable law, may be charged to Debtor
(herein the "Maximum Rate"), provided that the Maximum Rate shall be automatically increased or decreased, as the case
may be, without notice to Debtor from time to time as of the effective time of each change in the Maximum Rate, and if any provision
herein or in the Note or in such other instrument shall ever be construed or held to permit the collection or to require the payment
of any amount of interest in excess of that permitted by applicable law, the provisions of this paragraph shall control and shall
override any contrary or inconsistent provision herein or in the Note or in such other instrument. The intention of the parties
being to conform strictly to the usury limitations under applicable law, the Note, this Agreement, and each other instrument now
or hereafter evidencing or relating to any secured indebtedness shall be held subject to reduction to the amount allowed under
said applicable law as now or hereafter construed by the courts having jurisdiction.


 




    10 


     


    

 


(h) All
notices pursuant to this Security Agreement shall be in writing and shall be directed to the addresses set forth below or such
other address as may be specified in writing, by certified or registered mail, return receipt requested by the party to which or
whom notices are to be given. Notices shall be deemed to be given upon sender's obtaining a receipt (or refusal of receipt) from
the U.S. Postal Service for such certified or registered mail delivery, upon personal delivery to an officer of the Debtor, or
the day following prepaid delivery to a recognized overnight commercial carrier.


 


(i) The singular used herein
shall include the plural.


 


G)
If more than one party shall execute this Agreement as "Debtor", the term "Debtor" shall mean all such
parties executing this Agreement, and all such parties shall be jointly and severally obligated hereunder.


 


(k) A photocopy or other reproduction
of this Agreement or of any financing statement is sufficient as a financing statement and may be filed as a financing statement
in any government office.


 


[balance of this page left intentionally
blank]


 




    11 


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.


 


Dated: July 12, 2010.


 


	Signed sealed and delivered	 
	in the  presence of: 	DEBTOR:


 


	 	 	 
	 	 	CELSIUS  HOLDINGS,  INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC.


_________


	 	 	By:	 
	 	 	Name: Geary Cotton
	 	 	Title: CFO


 


	 	(Corporate Seal)


 


	 	Address:  	140 N.E. 4th Avenue, Suite C
	 	 	Delray Beach, Florida 33483


 


	STATE OF FLORIDA	)
	ss:    	 
	COUNTY OF 	)


 


The foregoing instrument was acknowledged
before me this __________________, 2010, by GEARY COTTON as CFO of CELSIUS HOLDINGS, INC., a Nevada corporation, authorized to do business
in Florida as CELSIUS PRODUCTS HOLDINGS, INC. on behalf of the corporation. He is personally known to me or has produced
a Florida driver's license as identification.


 


	 	 
	Notary Public, State of Florida
	My Commission Expires:                   {Seal}


 




    12 


     


    

 


	 	SECURED PARTY:
	 	 
	 	CD FINANCIAL, LLC, a Florida 
	 	limited liability company


 


	 	By:	 
	 	William H. Milmoe, Manager
	 	 
	 	Address: 3299 N.W. 2nd Avenue
	 	Boca Raton, FL 33431


 


	STATE OF FLORIDA 	)
	ss:      	 
	COUNTY OF 	)


 


The foregoing instrument
was acknowledged before me this__________________, 2010, by WILLIAM H. MILMOE as Manager of
CD FINANCIAL, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced
a Florida driver's license as identification.


 


	 	 
	Notary Public, State of Florida
	My Commission Expires:            {Seal}


 




    13 


     


    

 


SCHEDULE1


(Description of Personal Property)


 


This is Schedule 1
to the Security Agreement dated effective July          , 2010 between
CELSIUS HOLDINGS, INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. (hereinafter
called "Debtor") and CD FINANCIAL, LLC, a Florida limited liability company (hereinafter called "Secured Party").


 


A continuing security
interest in all properties, assets and rights of the Debtor now owned or at any time hereafter acquired by the Debtor or in which
the Debtor now has or at any time in the future may acquire any right, title or interest, wherever located or situated (hereinafter,
collectively called the "Collateral").


 


Without limitation
of the foregoing, the Collateral includes the following:


 


	 	(i)	 	all Accounts;;
	 	(ii)	 	all Chattel Paper;
	 	(iii)	 	all Commercial Tort Claims;
	 	(iv)	 	all Consignments;
	 	(v)	 	all Contracts;
	 	(vi)	 	all Copyrights;
	 	(vii)	 	all Copyright Licenses;
	 	(viii)	 	all Deposit Accounts;
	 	(ix)	 	all Documents;
	 	(x)	 	all Encumbrance(s);
	 	(xi)	 	all Equipment;
	 	(xii)	 	all Fixtures;
	 	(xiii)	 	all Goods;
	 	(xiv)	 	all General Intangibles;
	 	(xv)	 	all Health-Care-Insurance Receivables;
	 	(xvi)	 	all Instruments;
	 	(xvii)	 	all Inventory;
	 	(xviii)	 	all Investment Property;
	 	(xix)	 	all Letter-of-Credit Rights;
	 	(xx)	 	all Letters of Credit;
	 	(xxi)	 	all Patents;
	 	(xxii)	 	all Patent Licenses;
	 	(xxiii)	 	all Payment Intangibles;
	 	(xxiv)	 	all Promissory Note(s);
	 	(xxv)	 	all Software;
	 	(xxvi)	 	all Supporting Obligations;
	 	(xxvii)	 	all Tangible Chattel Paper;
	 	(xxviii)	 	all Trademarks;
	 	(xxix)	 	all Trademark Licenses; and
	 	(xxxii)     to the extent not otherwise included, all Proceeds (including condemnation proceeds), all Accessions and additions thereto and all substitutions and replacements therefore and products of any and all of the foregoing.


 




    14 


     


    

 


SCHEDULE 2


(Description of Real Property)


 


This is Schedule 2 to the Security Agreement
dated effective July              , 2010 between CELSIUS
HOLDINGS, INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. (hereinafter
called "Debtor") and CD FINANCIAL, LLC, a Florida limited liability company (hereinafter called "Secured Party").


 


NONE


 




    15 


     


    



 


EXECUTION COPY


 


AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This Amendment to Loan
and Security Agreement, dated April 16, 2015 (the “Amendment”), amends and modifies that certain Loan and Security
Agreement, dated as July 12, 2010 (the “Loan Agreement”), between CELSIUS HOLDINGS, INC., a Nevada corporation
authorized to do business as Celsius Products Holdings, Inc. (“Borrower”), and CD FINANCIAL, LLC, a Florida
limited liability company (“the “Lender”).


 


Preliminary Statements


 


A.           Pursuant
to the Loan Agreement, Borrower was authorized to borrow, on a non-revolving basis, up to $3,000,000 and in connection therewith
entered in to a Promissory Note, of even date therewith (the “Original Note”).


 


B.           Subsequent
to entering into the Loan Agreement and Original Note, Borrower and Lender entered into numerous amendments and restatements of
the Original Note (collectively, the “Note”) increasing the principal amount available for borrowings under
the Loan Agreement and Note to $9,800,000 and extending the Maturity Date to December 31, 2016.


 


C.           As
of the date hereof, the principal amount of $8,800,000 is due and owing by Borrower to Lender under the Note.


 


D.           Pursuant
to the Loan Agreement, amounts outstanding under the Loan Agreement and Note are secured by the grant by Borrower of a blanket
lien and encumbrance on the Borrower’s assets.


 


E.           As
a condition to the consummation of the sale by Borrower of up to $11,500,000 of equity securities pursuant to the terms and conditions
of a Common Stock Purchase Agreement, dated as of the date hereof, among the Borrower and the various purchasers thereunder, the
Borrower is required to cause the amendment of the Loan Agreement and Note for purposes of (i) permanently reducing the principal
amount available for borrowing under the Loan Agreement and Note from $9,800,000 to $4,500,000 and (ii) extend the maturity date
of Loan Agreement and Note to January 2, 2020.


 


F.           In
order to accomplish the foregoing, Borrower and Lender have agreed that contemporaneously with the execution of this Amendment,
Borrower shall pay Lender $300,000 and cause the conversion of $4,000,000 principal amount outstanding to be converted into shares
of newly created Series D Convertible Preferred Stock of the Borrower (the “Series D Preferred Stock”), in accordance
with the terms and conditions herein described.


 


G.           Other
than as described in this Amendment, the terms and conditions of the Loan Agreement and Note shall remain in full force and effect.


 


H.           The
Borrower and Lender desire to amend the Loan Agreement and Note in accordance with the foregoing.


 




     


     


    

  


Agreement


 


FOR AND IN CONSIDERATION
of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt,
and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


 


1.          Preliminary
Statements. The foregoing Preliminary Statements are confirmed by the parties as true and correct and are incorporated herein
by reference. The Preliminary Statements are a substantive part of this Amendment.


 


2.          Payments
and Conversion; Reduction of Borrowing Cap.


 


a.           Contemporaneously
with the execution of this Amendment,


 


i.            the
Borrower shall pay Lender $300,000 to be applied to reduce the principal balance owed under the Note; and


 


ii.         the
Lender shall convert $4,000,000 of the outstanding principal amount of the Note into 4,000 shares (the “Preferred Shares”)
of the Borrower’s Series D Preferred Stock. A copy of the Certificate of Designation with respect to the Series D Preferred
Stock and a copy of the certificate representing the Preferred Shares are attached hereto as Exhibits A and B, respectively. The
foregoing conversion shall be deemed a payment by Borrower of $4,000,000 of the outstanding principal amount of the Note in full.


 


b.           Following
the payment and conversion referred to in subsection (a) above, the maximum borrowing available to Borrower under the Loan Agreement
will be permanently reduced to $4,500,000.


 


3.          Amended
and Restated Promissory Note. In connection with the payment and conversion described in Section 2 above, contemporaneously
with the execution hereof, Borrower shall execute and deliver to Lender an Amended and Restated Promissory Note, a copy of which
is attached hereto as Exhibit C (the “A&R Note”). Pursuant to the A&R Note, the principal amount thereof
plus accrued and unpaid interest thereon shall become due and payable on January 2, 2020 (the “Maturity Date”).
In no event shall the Borrower’s execution and delivery of the A&R Note constitute a repayment, satisfaction or novation
of the Note.


 


4.          No
Waiver. The execution, delivery and performance of this Amendment by the Lender and the acceptance by Lender of the performance
of the Borrower under this Amendment (a) shall not constitute a waiver or release by Lender of any default that may now or hereafter
exist under the Loan Agreement and Note (including the A&R Note), and (b) shall be without prejudice to, and is not a waiver
or release of, Lender’s rights at any time in the future to exercise any and all rights conferred upon Lender by the Loan
Agreement or otherwise at law or in equity, including, but not limited to, the right to institute foreclosure proceedings against
any collateral and/or institute collection proceedings against the Borrower. The Borrower acknowledges and agrees that the amounts
payable under the A&R Note are payable without defense, offset, withholding, counterclaim, or deduction of any kind. The Borrower
hereby further acknowledges and agrees that: (i) it does not have any claim or cause of action against the Lender in connection
with the Note, the A&R Note, the Loan Agreement, this Amendment or otherwise, and (ii) the Lender has heretofore properly
performed and satisfied in a timely manner all of its obligations to the Borrower that are required to have been performed on or
prior to the date hereof.


 




     2


     


    

  


5.          Conditions
Precedent. Lender’s willingness to enter into this Amendment, and the effectiveness hereof, is subject to following:


 


(a)          Borrower
shall have delivered to Lender an executed copy of this Amendment;


 


(b)          Borrower
shall have executed and delivered the A&R Note to Lender;


 


(c)          Borrower
shall have delivered to Lender a certificate representing the Preferred Shares;


 


(d)          Borrower
shall have delivered a copy of the resolutions authorizing the execution, delivery and performance of this Amendment;


 


(e)          The
representations and warranties of the Borrower contained herein shall be true, correct and complete in all material respects; and


 


(f)          No
default under the Loan Agreement and Note shall have occurred and be continuing.


 


6.          Acknowledgement
of Security Interest. Borrower acknowledges the validity of Lender’s security interest in the Collateral (as defined
in the Loan Agreement) and acknowledges and agrees that the Collateral shall secure the indebtedness as evidenced by the A&R
Note.


 


7.          Representations
and Warranties. In order to induce the Lender to execute, deliver and perform this Amendment, Borrower represents and warrants
to the Lender as follows:


 


a.           Borrower
is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite
corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.


 




     3


     


    

  


b.           Borrower
has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment,
and otherwise to carry out its obligations hereunder. The execution and delivery of this Amendment by Borrower and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Borrower and no
further action is required by Borrower. This Amendment has been duly executed by Borrower and, when delivered in accordance with
the terms hereof, will constitute the valid and binding obligations of Borrower enforceable against Borrower in accordance with
its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights; and (b) as limited by general principles of equity that restrict
the availability of equitable remedies.


 


c.           The
Preferred Shares are duly authorized, and when issued and paid for in accordance with the terms hereof, shall be duly and validly
issued, fully paid and nonassessable, and free and clear of all liens, encumbrances and rights of first refusal of any kind. Based
in part upon the representations of Lender set forth in Section 8 below, the Preferred Shares will be issued in compliance
with all applicable federal and state securities laws.


 


d.           The
Borrower’s execution, delivery and performance of this Amendment and the consummation by Borrower of the transactions contemplated
hereby do not and will not (i) conflict with or violate any provision of Borrower’s Articles of Incorporation or bylaws
(each as amended through the date hereof); (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time, or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time, or both) of, any agreement, credit facility, indenture or instrument (evidencing an the
Company debt or otherwise) to which Borrower is a party or by which any property or asset of Borrower is bound or affected; or
(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which Borrower is subject (including federal and state securities laws and regulations), or by which
any property or asset of Borrower is bound or affected, except in the case of each of clauses (ii) and (iii), as could not, individually
or in the aggregate, reasonably be expected to result in a material adverse effect.


 


e.           Borrower
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other U.S. or foreign federal, state, local or other governmental authority or other person in connection with
the execution, delivery and performance by Borrower of this Amendment, other than filings which may be required under federal and
state securities laws.


 


8.          Representations
and Warranties of the Lender. The Lender hereby represents and warrants to Borrower as follows:


 


a.           Lender
has all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to carry out its provisions.
All action on Lender’s part required for the lawful execution and delivery of this Amendment has been taken. Upon its execution
and delivery, this Amendment will be a valid and binding obligation of Lender, enforceable in accordance with its terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights; and (b) as limited by general principles of equity that restrict the availability
of equitable remedies.


 




     4


     


    

  


b.           Lender
is acquiring the Preferred Shares for the Lender’s own account. Lender is acquiring the Preferred Shares for investment purposes
only and not with a view to or for distributing or reselling the Preferred Shares or any part thereof or interest therein, without
prejudice, however, to Lender’s right at all times to sell or otherwise dispose of all or any part of the Preferred Shares
pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”)
and in compliance with applicable state securities laws or under an exemption from such registration.


 


c.           Lender
is an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 


d.           Lender
has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Preferred Shares, and has so evaluated the merits and risks of such investment.


 


e.           Lender
is able to bear the economic risk of an investment in the Preferred Shares and, at the present time, is able to afford a complete
loss of such investment.


 


f.            Lender
acknowledges that it has been afforded (i) the opportunity to ask such questions as Lender has deemed necessary of, and to
receive answers from, representatives of Borrower concerning the terms and conditions of the issuance of the Preferred Shares and
the merits and risks of investing in the Preferred Shares; (ii) access to information about Borrower and Borrower’s financial
condition, results of operations, business, properties, management and prospects sufficient to enable Lender to evaluate the investment;
and (iii) the opportunity to obtain such additional information that Borrower possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy
and completeness of the information contained herein.


 


g.           Lender
understands and acknowledges that (i) the Preferred Shares are being issued to Lender without registration under the Securities
Act and applicable state securities laws in a private placement that is exempt from the registration provisions of the Securities
Act and applicable state securities laws; and (ii) the availability of such exemption depends in part on, and Borrower will rely
upon the accuracy and truthfulness of, the foregoing Lender representations and Lender hereby consents to such reliance.


 




     5


     


    

  


h.           Lender
understands that the certificates evidencing the Preferred Shares will bear the following or similar legends for as long as required
by the Securities Act and applicable state securities laws:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


THE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFER AND SALE OF THE SECURITIES. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.”


 


9.          Miscellaneous.


 


a.           In
the event of any conflict or inconsistency between the terms of this Amendment and the Loan Agreement, this Amendment shall govern
and prevail.


 


b.           This
Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors,
legal representatives, and assigns.


 


c.           The
headings of sections and paragraphs in this Amendment are for convenience of reference only and shall not in any way affect the
interpretation or construction of this Amendment.


 


d.           THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT MAY CAUSE THE
LAWS OF ANOTHER JURISDICTION TO APPLY, AND FEDERAL LAW, AS APPLICABLE. THE PARTIES AGREE THAT VENUE OF ANY ACTION OR CLAIM SHALL
BE IN ANY FEDERAL OR STATE COURT LOCATED IN PALM BEACH COUNTY, FLORIDA.


 




     6


     


    

  


e.           The
representations and warranties of the parties in this Agreement shall survive the execution and delivery hereof.


 


f.            The
terms and conditions set forth in this Amendment are the product of joint draftsmanship by all parties, each being represented
by counsel, and any ambiguities in this Amendment or any documentation prepared pursuant to or in connection with this Amendment
shall not be construed against any of the parties because of draftsmanship.


 


g.           Time
is of the essence of this Agreement.


 


h.           No
provision of this Amendment shall be construed against or interpreted to the disadvantage of any party hereto by any court or other
governmental or judicial authority by reason of such party’s having or being deemed to have structured, drafted or dictated
such provision.


 


10.         THIS
AMENDMENT, THE A&R NOTE AND THE LOAN AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR ORAL OR WRITTEN, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


11.         This
Amendment may be executed in one or more counterparts (including by way of electronic transmission), each of which will be deemed
to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment. In making proof of this Amendment, it shall not be necessary to produce or account for
more than one such counterpart executed by the party to be charged.


 


[Signature page follows]


 




     7


     


    

  


IN WITNESS WHEREOF,
the undersigned have duly executed this Agreement as of the day and year first above written.


 


	 	BORROWER:
	 	CELSIUS HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name: Gerry David
	 	Title: CEO
	 	 
	 	LENDER:
	 	CD FINANCIAL, LLC
	 	 
	 	By:	 
	 	Name: William H. Milmoe
	 	Title: Manager


 




     8


     


    



 


 






     


     


    

  










 






     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





 



     


     


    

 





EXECUTION COPY


 


AMENDED AND RESTATED PROMISSORY NOTE


 





	U.S. $4,500,000.00	April 16, 2015













 


This is an amendment
and restatement of the $9,800,000.00 promissory note, with the principal amount of $9,800,000.00, issued on November 4, 2014 by
Celsius Holdings, Inc. to CD Financial, LLC (the “Original Promissory Note”). Certain prepayments were made
on the Original Promissory Note prior to the date hereof, such that the outstanding principal amount of the Original Promissory
Note is $4,500,000.00 on the date hereof.


 


FOR
VALUE RECEIVED, CELSIUS HOLDINGS, INC., a Nevada corporation authorized to do business in Florida as Celsius Products Holdings,
Inc. (“Borrower”), hereby promises to pay to the order of CD FINANCIAL, LLC, a Florida limited liability company,
its successors or assigns (hereinafter “Lender”), at 3299 N.W. 2nd Avenue, Boca Raton, Florida 33431
or such other place as Lender may from time to time designate in writing, the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND
DOLLARS (US$4,500,000.00) or such lesser amount as shall equal the aggregate unpaid principal amount of all loans made under this
Amended and Restated Promissory Note (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, this “Note”).  The Borrower also promises to pay interest on the outstanding principal amount
of loans outstanding hereunder at a fixed rate equal to five percent (5%) per annum (the “Note Rate”). 
The principal indebtedness evidenced by this Note, together with any then accrued and unpaid interest thereon shall be payable
as provided herein and in any event on January 2, 2020, unless extended in the Lender’s sole discretion (the “Maturity
Date”).  


 


Interest shall be calculated
on the principal balance, which from time to time is outstanding, on the basis of a year of 360 days and actual days elapsed.


 


Commencing on June 30,
2015, and continuing on each September 30, December 31 and March 31 thereafter, Borrower shall make quarterly payments of interest
only at the Note Rate. On 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.


 


Prior
to the occurrence of an event of default (“Event of Default”), all payments made hereunder shall be applied first to
interest due and payable hereunder, then to principal, then to all amounts due hereunder other than interest and principal as more
particularly described herein or in that certain Loan and Security Agreement, dated as of July 12, 2010, as amended pursuant to
that certain Amendment to Loan Agreement, dated as of the date hereof (collectively, the “Loan Agreement”). If an Event
of Default has occurred and is continuing, all payments made hereunder may be applied to the sums due hereunder in a manner and
order according to the sole discretion of Lender.


 




     


     


    

  


If
any payment required to be paid pursuant to this Note is not paid in full within five (5) business days after its scheduled due
date, 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.


 


Upon
Borrower’s failure to make any payment when due hereunder, Lender may declare all outstanding obligations payable by the
Borrower hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived. Additional defaults hereunder and the rights and remedies of the Lender upon the occurrence
of such default are set forth herein and in the Loan Agreement.


 


The Borrower and any endorser
or guarantor of this Note each hereby waives, to the fullest extent permitted by law, presentment for payment, protest and demand,
notice of protest, demand, dishonor and nonpayment of this Note, any and all other notices and demands in connection with the delivery,
acceptance, performance, default, or enforcement of this Note, and the company hereby waives the benefit of any statute of limitations
with respect to any action to enforce, or otherwise relate to, this Note. No delay or omission on the part of the Lender in exercising
any right hereunder shall operate as a waiver of such right or of any other right under this Note.


 


This
Note shall bear interest at the maximum rate permitted by applicable law (the “Default Rate”), after the Maturity Date
hereof or following an Event of Default hereunder until paid in full. If for any reason the Borrower is required to pay, or has
paid, interest at a rate in excess of the maximum rate permitted by applicable law, then the interest rate shall be deemed to be
reduced, automatically and immediately, to such maximum rate permitted, and interest payable hereunder shall be computed and paid
at the maximum rate and the portion of all prior payment of interest in excess of the principal sum shall be applied as partial
prepayments, notwithstanding any provision hereof prohibiting partial prepayments.


 


In
the event Lender shall employ counsel to collect this obligation or administer, protect or foreclose the security given in connection
herewith, the Borrower agrees to pay reasonable attorney’s fees for services of such counsel whether or not suit is brought
plus costs, including all court costs incurred in connection herewith through appellate proceedings.


 


The Borrower may voluntarily
at any time prepay this Note in whole or in part at any time without premium or penalty.


 


This
Note is secured by the following security documents which shall be incorporated by reference herein:


 


		(i)	The Loan Agreement;



		(ii)	UCC-1 Financing Statement filed with the Florida Secured Transaction Registry and with the State
of Nevada; and



 




    2 


     


    

  


		(iii)	Any and all other loan documents executed by Borrower in connection with the Loan Agreement and
this Note.



 


If suit is instituted to
enforce the terms of this Note, the Courts of the State of Florida and the Federal Courts located in the State of Florida shall
have non-exclusive personal jurisdiction over the Borrower, and the venue of the suit, at the option of the Lender, may be laid
in Palm Beach County, Florida. The Borrower agrees not to claim that Florida is an inconvenient place for trial.


 


This Note shall be construed
and enforced in accordance with the substantive laws of the State of Florida. All capitalized terms used in this Note not defined
herein are defined in the Loan Agreement.


 


The Borrower agrees and
consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any
suit, action, or proceeding in any state or federal court sitting in the State of Florida may be by certified or registered mail
return receipt requested, directed to Borrower at the following address: 140 NE 4th Avenue, Suite C, Delray Beach, Florida
33483.


 


BORROWER
AND LENDER HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR THE TRANSACTION
CONTEMPLATED HEREIN. BORROWER ALSO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
RIGHT IT MAY HAVE TO ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMANGES. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED
TO ENTER INTO THIS NOTE, BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH. 


 


Any provision of this Note
which may be prohibited by law or otherwise held invalid shall be ineffective only to the extent of such prohibition or invalidity
and shall not invalidate or otherwise render ineffective the remaining provisions of this Note. No waiver or modification of any
of the terms or provisions of the Note shall be valid or binding unless set forth in a writing signed by a duly authorized officer
of Borrower and Lender, and then only to the extent therein specifically set forth.


 


THE BORROWER HEREBY EXPRESSLY
AND IRREVOCAVBLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE, FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE BORROWER SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR PROCEEDING
TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER THAN THE LAWS OF THE STATE OF FLORIDA UNLESS SUCH DEFENSE
IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF FLORIDA. NOTHING IN THIS NOTE SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO THE
EXTENT THE RIGHT OF LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY JURISDICTION OR TO SERVE
PROCESS IN ANY MATTER PERMITTED BY LAW.


 




    3 


     


    

  


If this Note is mutilated,
lost, stolen or destroyed, then upon surrender thereof (if mutilated) or receipt of evidence and indemnity (if lost, stolen or
destroyed) the Borrower shall execute and deliver a new note of like tenor, which shall show all payments which have been made
on account of the principal hereof.


 


This Note shall amend,
restate and replace the Original Promissory Note in its entirety; provided, however, that the execution and delivery
of this Note shall not in any circumstance be deemed to have terminated, extinguished or discharged any of the Borrower’s
outstanding indebtedness under the Original Promissory Note, all of which indebtedness shall continue under and be governed by
this Note. This Note is a replacement, amendment and restatement of the Original Promissory Note and IS NOT A NOVATION.


 


*    *    *


 




    4 


     


    

 


IN WITNESS WHEREOF, the
undersigned has executed this Note as of the 16 day of April, 2015.


 


	 	CELSIUS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Gerry  David
	 	 	Name: Gerry David
	 	 	Title: CEO


 


	STATE OF	 	 	:
	 	 	 	: SS
	COUNTY OF	 	 	:


 


Before me, the undersigned,
a Notary Public, on this ___ day of April 2015, personally appeared Gerry David, to me known personally or who produced __________________
as identification, who, being by me duly sworn, did say that he is the CEO of Celsius Holdings, Inc., and that said instrument
was signed on behalf of said Celsius Holdings, Inc. by authority of its Board of Directors, and the said _________________ acknowledged
said instrument to be his free act and deed.


 





	 	 
	 	Notary Public  
	 	 
	 	My Commission Expires:	 










 




    5