f8k121208ex10ii_celsius.htm


    Exhibit
10.2

    


    REGISTRATION
RIGHTS AGREEMENT

    


    THIS REGISTRATION RIGHTS AGREEMENT,
dated as of December 12, 2008 (this “Agreement”),
is by and between Celsius Holdings, Inc., a Nevada corporation (the “Company”),
and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company
(“Investor”).

    


    The Company has agreed, on the terms
and subject to the conditions set forth in the Securities Purchase Agreement,
dated as of the date hereof (the “Securities
Purchase Agreement”), between the Company and Investor, to issue and sell
to Investor shares of the Company’s Series B Convertible Preferred Stock (the
“Series B
Preferred Stock”), which are convertible into shares of the Company’s
common stock, par value $.001 per share (“Common
Stock”).

    


    In order to induce Investor to enter
into the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights with respect to the resale of the shares of Common
Stock that are issuable to Investor under the Securities Purchase Agreement or
upon the conversion or maturity date of the Series B Preferred
Stock.

    


    In consideration of Investor entering
into the Securities Purchase Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS.

            


    

    


    (a)           Defined
Terms.  When used herein, the terms below shall have the
respective meanings indicated:

    


    “Common
Stock” has the meaning set forth in the recitals
to this Agreement.

    


    “Company”
has the meaning set forth in the preamble
to this Agreement.

    


    “Conversion
Price” has the meaning given to such term in the
Certificate.

    


    “Effective
Date” means the date on which a Registration Statement filed hereunder is
declared effective by the Commission.

    


    “Filing
Date” means the date on which a Registration Statement is filed with the
Commission.

    


    “Filing
Deadline” means thirty (30) days from the earliest Closing Date and the
last day of the 30-day period described in the second sentence of Section 2 (a)
as the case may be.

    


    “Holder”
means any Person owning or having the right to acquire any Registrable
Securities.

     

     

    
      
         

      

      
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    “Investor”
has the meaning set forth in the preamble
to this Agreement.

    


    “Market
Price” has the meaning given to such term in the Certificate of
Designation.

    


    “Registrable
Securities” means (i) all of the shares of Common Stock (x) held by the
Holder which are not the subject of a prior effective registration statement and
(y) that are issuable to the Holder upon the conversion or maturity date of the
Series B Preferred Stock actually issued to the Holder under the Securities
Purchase Agreement, and (ii) all shares of capital stock issued or issuable from
time to time (with any adjustments) in replacement of, in exchange for or
otherwise in respect of such shares of Common Stock.

    


    “Registration
Deadline” means hundred eighty (180) days after a Filing
Date.

    


    “Registration
Default Payment Amount” means one percent (1.0%) of the Purchase Price of
the Series B Preferred Stock.

    


    “Registration
Period” has the meaning set forth in Section
2(f) of this Agreement.

    


    “Registration
Statement” means a registration statement or statements prepared in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act (“Rule
415”) or any successor rule providing for the offering of securities on a
continuous or delayed basis.

    


    “Securities
Purchase Agreement” has the meaning set forth in the recitals
to this Agreement.

    


    (b)           Terms Defined in Securities
Purchase Agreement.  Any capitalized term used but not defined
herein has the meaning specified in the Securities Purchase
Agreement.

    


    (c)           Usage.  All
definitions contained in this Agreement are equally applicable to the singular
and plural forms of the terms defined.  The words “hereof”, “herein”
and “hereunder” and words of similar import refer to this Agreement as a whole
and not to any particular provision of this Agreement.

    


    2.           REGISTRATION.

    


    (a)           Filing of Registration
Statement and Amendments.  On or before the Filing Deadline,
the Company shall prepare and file with the Commission a Registration Statement
on Form S-1 for a “shelf” registration under Rule 415 covering the resale of one
hundred twenty percent (120%) of the number of shares of Common Stock that would
then be issuable if all of the Series B Preferred Stock actually issued under
the Securities Purchase Agreement were converted at the Conversion Price then in
effect. Within thirty (30) days of the earlier of (i) the purchase by Investor
of all 2,000 additional shares of Series B Preferred Stock pursuant to
Investor’s right under the Securities Purchase Agreement to purchase such
additional shares; or (ii) December 31, 2009, the Company shall file a new
Registration Statement on Form S-1 for a “shelf” registration under Rule 415
covering the resale of one hundred twenty percent (120%) of the number of shares
of Common Stock that would then be 

     

     

    
      
         

      

      
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    issuable
if all of the additional shares of Series B Preferred Stock actually purchased
by the Investor were converted at the Conversion Price then in
effect.  Each Registration Statement filed pursuant to this section
shall state, to the extent permitted by Rule 416 under the Securities Act, that
it also covers such indeterminate number of additional shares of Common Stock as
may become issuable in order to prevent dilution resulting from stock splits,
stock dividends or similar events.

    


    (b)           Effectiveness.  The
Company shall use its best efforts to cause each Registration Statement to
become effective as soon as practicable following the filing thereof, but in no
event later than the Registration Deadline for such Registration Statement. The
Company shall respond promptly to any and all comments made by the staff of the
Commission with respect to a Registration Statement, and shall submit to the
Commission, within three (3) Business Days after the Company learns that no
review of such Registration Statement will be made by the staff of the
Commission or that the staff of the Commission has no further comments on such
Registration Statement, as the case may be, a request for acceleration of the
effectiveness of such Registration Statement as soon as possible after the
submission of such request.

    


    (c)           Registration
Default.  If (i) a Registration Statement is not filed on or
before its Filing Deadline or declared effective by the Commission on or before
the Registration Deadline, (ii) after a Registration Statement has been declared
effective by the Commission, sales of Registrable Securities (other than such
Registrable Securities as are then freely saleable pursuant to Rule 144(k))
cannot be made by a Holder under a Registration Statement for any reason not
within the exclusive control of such Holder or (iii) an amendment or supplement
to a Registration Statement, or a new registration statement, required to be
filed pursuant to the terms of Section
3(i), is not filed on or before the date required thereby (each of the
foregoing clauses
(i), (ii) and
(iii)
being referred to herein as a “Registration
Default”), the Company shall pay each Holder an amount of cash equal to
such Holder’s pro rata
share (based on the number of Registrable Securities then held by or issuable to
such Holder) of the Registration Default Payment Amount and, for each thirty
(30) day period thereafter that such Registration Default remains uncured, an
additional cash payment equal the Registration Default Payment Amount (pro rated for any period of
less than thirty (30) days).  The first payment required to be made by
the Company under this Section
2(c) shall be made within five (5) Business Days following the date on
which a Registration Default first occurs and subsequent payments shall be made
on the earlier of (A) the last day of each thirty (30) day period in which such
Registration Default is continuing and (B) the date on which such Registration
Default is cured (or, if any such day is not a Business Day, on the Business Day
immediately following such day).  Any such payment shall be in
addition to any other remedies available to each Holder at law or in equity,
whether pursuant to the terms hereof or otherwise.

    


    (d)           Allocation of Registered
Shares. The initial number of the Registrable Securities included in any
Registration Statement and each increase in the number thereof included therein
shall be allocated pro
rata among the Holders (based on the number of Registrable Securities
then held by or issuable to each Holder) at the time the Registration Statement
covering such initial number of Registrable Securities or increase thereof is
declared effective by the Commission.  In the event that a Holder
sells or otherwise transfers any of such Holder’s Registrable Securities, each
transferee shall be allocated the portion of the then remaining number of
Registrable Securities included in such Registration Statement and allocable to
such Holder.

     

     

    
      
         

      

      
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    (e)           Registration of Other
Securities.  During the period beginning on the date hereof and
ending on the Effective Date, the Company shall refrain from filing any
registration statement (other than (i) a Registration Statement filed hereunder
or (ii) a registration statement on Form S-8 with respect to stock option plans
and agreements and stock plans currently in effect and disclosed in the
Securities Purchase Agreement or the schedules thereto). In no event shall the
Company include any securities other than Registrable Securities on any
Registration Statement filed by the Company on behalf of the Holder pursuant to
the terms hereof.

    


    (f)           Registration
Period.  The Company will maintain the effectiveness of each
Registration Statement filed pursuant to this Agreement until the earlier to
occur of (i) the date on which all of the Registrable Securities eligible for
resale thereunder have been publicly sold pursuant to the Registration Statement
or Rule 144, and (ii) the date on which all of the Registrable Securities
remaining to be sold under such Registration Statement (in the reasonable
opinion of counsel to the Company) may be immediately sold to the public by the
Holders under Rule 144 under the Securities Act or any successor provision (the
period beginning on the Registration Deadline and ending on the earliest to
occur of clause (i)
or (ii) above
being referred to herein as the “Registration
Period”) or until such later date as the Company shall
determine.

     

    3.           ADDITIONAL
COVENANTS OF THE COMPANY.

    


    In addition to performing its
obligations hereunder, including, without limitation, those pursuant to Section 2
above, the Company shall, with respect to each Registration
Statement:

    


    (a)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Securities Act or to maintain the effectiveness of such Registration Statement
during the Registration Period, or as may be reasonably requested by a Holder in
order to incorporate information concerning such Holder or such Holder’s
intended method of distribution;

    


    (b)           as
soon as practicable following the Closing, take all steps necessary and
otherwise use its best efforts to secure the listing on the Principal Market of
the Registrable Securities, and at any Holder’s request, provide such Holder
with reasonable evidence thereof;

    


    (c)           so
long as a Registration Statement is effective covering the resale of the
applicable Registrable Securities owned by a Holder, furnish to each Holder such
number of copies of the prospectus included in such Registration Statement,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as such Holder may reasonably request
in order to facilitate the disposition of such Holder’s Registrable
Securities;

    


    (d)           use
commercially reasonable efforts to register or qualify the Registrable
Securities under the securities or “blue sky” laws of such jurisdictions within
the United States as shall be reasonably requested from time to time by a
Holder, and do any and all other acts or things which may reasonably be
necessary or advisable to enable such Holder to consummate the public sale or
other disposition of the Registrable Securities in such jurisdictions; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such jurisdiction;

     

     

    
      
         

      

      
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    (e)           notify
each Holder immediately after becoming aware of the occurrence of any event (but
shall not, without the prior written consent of such Holder, disclose to such
Holder any facts or circumstances constituting material non-public information)
as a result of which the prospectus included in such Registration Statement, as
then in effect, contains an untrue statement of material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and as promptly as practicable prepare and file with the
Commission and furnish to each Holder a reasonable number of copies of a
supplement or an amendment to such prospectus as may be necessary so that such
prospectus does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing;

    


    (f)           use
commercially reasonable efforts to prevent the issuance of any stop order or
other order suspending the effectiveness of such Registration Statement and, if
such an order is issued, to use commercially reasonable efforts to obtain the
withdrawal thereof at the earliest possible time and to notify each Holder in
writing of the issuance of such order and the resolution thereof;

    


    (g)           furnish
to each Holder, on the date that such Registration Statement, or any successor
registration statement, becomes effective, a letter, dated such date, signed by
outside counsel to the Company and addressed to such Holder, confirming such
effectiveness and, to the knowledge of  such counsel, the absence of
any stop order;

    


    (h)           permit
counsel for each Holder to review such Registration Statement and all amendments
and supplements thereto, and any comments made by the staff of the Commission
and the Company’s responses thereto, within three (3) Business Days prior to the
filing thereof with the Commission (or, in the case of comments made by the
staff of the Commission, within a reasonable period of time following the
receipt thereof by the Company); and

    


    (i)           subject
to Section
2(f), in the event that, at any time, the number of shares available
under the Registration Statement is insufficient to cover one hundred twenty
percent (120%) of the number of shares of Common Stock that would then be
issuable if all of the Series B Preferred Stock actually issued were converted
at the Conversion Price then in effect, the Company shall promptly amend such
Registration Statement or file a new registration statement, in any event as
soon as practicable, but not later than the tenth (10th)
business day following notice from a Holder of the occurrence of such event, so
that such Registration Statement or such new registration statement, or both,
covers no less than one hundred twenty percent (120%) of the number of shares of
Common Stock that would then be issuable if all of the Series B Preferred Stock
actually issued were converted at the Conversion Price then in effect. The
Company shall use its best efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the
filing thereof. Any Registration Statement filed pursuant to this Section
3(i) shall state that, to the extent permitted by Rule 416 under the
Securities Act, such Registration Statement also covers such indeterminate
number of additional shares of Common Stock as may become issuable in order to
prevent dilution resulting from stock splits, stock dividends or similar events.
Unless and until such amendment or new Registration Statement becomes effective,
each Holder shall have the rights described in Section
2(c).

     

     

    
      
         

      

      
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    4.           OBLIGATIONS
OF EACH HOLDER.

    


    In connection with the registration of
Registrable Securities pursuant to a Registration Statement, each Holder
shall:

    


    (a)           within
three (3) Business Days after receipt of written request from the Company,
furnish to the Company in writing such information regarding itself and the
intended method of disposition of such Registrable Securities as the Company
shall reasonably request in order to effect the registration
thereof;

    


    (b)           upon
receipt of any notice from the Company of the happening of any event of the kind
described in Sections 3(e)
or 3(f),
immediately discontinue any sale or other disposition of such Registrable
Securities pursuant to such Registration Statement until the filing of an
amendment or supplement as described in such Section 3(e)
or withdrawal of the stop order referred to in such Section
3(f), and use commercially reasonable efforts to maintain the
confidentiality of such notice and its contents;

    


    (c)           to
the extent required by applicable law, deliver a prospectus to the purchaser of
such Registrable Securities;

    


    (d)           promptly
notify the Company when he has sold all of the Registrable Securities
beneficially owned by him; and

    


    (e)           notify
the Company in the event that any information supplied by such Holder in writing
for inclusion in such Registration Statement or related prospectus contains an
untrue statement of material fact or omits to state a material fact required to
be stated therein or necessary to make such information not misleading in light
of the circumstances then existing.

     

    5.           INDEMNIFICATION.

     

    In the event that any Registrable
Securities are included in a Registration Statement under this
Agreement:

    


    (a)           The
Company shall indemnify and hold harmless each Holder, the officers, directors,
employees, agents and representatives of such Holder, and each person, if any,
who controls such Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages, liabilities or reasonable
out-of-pocket expenses (whether joint or several) (collectively, including
reasonable legal expenses or other expenses reasonably incurred in connection
with investigating or defending same, “Losses”),
insofar as any such Losses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in such
Registration Statement under which such Registrable Securities were registered,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  Subject to the provisions of Section
5(c), the Company will reimburse such Holder, and each such officer,
director, employee, agent, representative or controlling person, 

     

     

    
      
         

      

      
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    for any
reasonable legal expenses or other out-of-pocket expenses (promptly as such
expenses are incurred) by any such entity or person in connection with
investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be obligated to
indemnify any person for any Loss to the extent that such Loss arises out of or
is based upon (i) any omission to state a material fact required to be stated
therein or necessary to make statements therein not misleading that conforms in
all material respects to written information furnished by such person expressly
for use in such Registration Statement or (ii) a failure of such person to
deliver or cause to be delivered the final prospectus contained in the
Registration Statement and made available by the Company, if such delivery is
required by applicable law.

    


    (b)           Each
Holder who is named in such Registration Statement as a selling shareholder,
acting severally and not jointly, shall indemnify and hold harmless the Company,
the officers, directors, employees, agents and representatives of the Company,
and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act, against any Losses insofar as any such
Losses arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact stated therein or any omission to state a material
fact required to be stated therein or necessary to make statements therein not
misleading that conforms in all material respects to written information
furnished by such person expressly for use in such Registration
Statement.  Subject to the provisions of Section
5(c), such Holder will reimburse any reasonable legal or other expenses
(promptly as such expenses are incurred) by the Company and any such officer,
director, employee, agent, representative, or controlling person, in connection
with investigating or defending any such Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further, that, in
no event shall any indemnity under this Section
5(b) exceed the amount of the net proceeds resulting from the sale of
Registrable Securities by such Holder under such Registration
Statement.

    


    (c)           Promptly
after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section 5,
promptly deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in and to
assume the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; provided, however, that an
indemnified party shall have the right to retain his or its own counsel, with
the reasonably incurred fees and expenses of such counsel to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate under applicable
standards of professional conduct due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel in such action or proceeding.  The failure by an indemnified
party to notify the indemnifying party within a reasonable time following the
commencement of any action or proceeding of which the indemnified party is
aware, to the extent materially prejudicial to such indemnifying party’s ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 5
with respect to such action or proceeding, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 5
or with respect to any other action or proceeding.

     

     

    
      
         

      

      
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    (d)           In
the event that the indemnity provided in Sections 5(a)
or 5(b) is
unavailable or insufficient to hold harmless an indemnified party for any
reason, the Company and each Holder agree, severally and not jointly, to
contribute to the aggregate Losses to which the Company or such Holder (or its
respective officers, directors, employees, agents, representatives or
controlling persons), may be subject in such proportion as is appropriate to
reflect the relative fault of the Company and such Holder in connection with the
statements or omissions which resulted in such Losses; provided, however, that in no
case shall such Holder be responsible for any amount in excess of the net
proceeds resulting from the sale of Registrable Securities under the
Registration Statement.  Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by such Holder.  The Company
and each Holder agree that it would not be just and equitable if contribution
were determined by pro
rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to
above.  Notwithstanding the provisions of this Section
5(d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.  For purposes of this Section 5,
each person who controls a Holder within the meaning of either the Securities
Act or the Exchange Act and each officer, director, employee, agent or
representative of such Holder shall have the same rights to contribution as such
Holder, and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act and each officer, director, employee,
agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this Section
5(d).

    


    (e)           The
obligations of the Company and each Holder under this Section 5
shall survive the completion of any offering or sale of Registrable Securities
pursuant to a Registration Statement under this Agreement, or
otherwise.

    


    6.           RULE 144
SALES.

    


    With a view to making available to each
Holder the benefits of Rule 144 and any other similar rule or regulation of the
Commission that may at any time permit such Holder to sell securities of the
Company to the public without registration, the Company agrees to furnish to
such Holder, so long as such Holder owns any Registrable Securities, promptly
upon written request (i) a written statement by the Company, if true, that it
has complied with the reporting requirements of Rule 144 and the Exchange Act,
(ii) to the extent not publicly available through the Commission’s EDGAR
database, a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company with the
Commission, and (iii) such other information as may be reasonably requested by
such Holder in connection with such Holder’s compliance with any rule or
regulation of the Commission which permits the selling of any such securities
without registration.

     

     

    
      
         

      

      
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    7.           MISCELLANEOUS.

    


    (a)           Expenses of
Registration.  Except as otherwise provided in the Securities
Purchase Agreement, all reasonable expenses, other than underwriting discounts
and commissions and fees and expenses of counsel and other advisors to each
Holder, incurred in connection with the registrations, filings or qualifications
described herein, including (without limitation) all registration, filing and
qualification fees, printers’ and accounting fees, the fees and disbursements of
counsel for the Company, and the fees and disbursements incurred in connection
with the letter described in Section
3(g), shall be borne by the Company.

    


    (b)           Amendment;
Waiver.  Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended or waived except pursuant to a
written instrument executed by the Company and the Holders of at least a
majority of the Registrable Securities then held by or issuable to all
Holders.  Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

    


    (c)           Notices.  Any
notice, demand or request required or permitted to be given by the Company or a
Holder pursuant to the terms of this Agreement shall be in writing and shall be
deemed delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:

    


    If to the
Company:

    


    Celsius Holdings, Inc.

    140 NE 4th Ave,
Suite C

    Delray Beach, Florida
33483

    Attn: Chief Executive
Officer

    Tel: (561) 276-2239

    Fax: (561) 276-2268

    


    With a copy (which shall not
constitute notice) to:

    


    Baritz Colman LLP

    1075 Broken Sound Parkway,
NW

    Suite 102

    Boca Raton, Florida 33487

    Attn: Roger Shaffer

    Tel: (561) 862-5535

    Fax:
(561) 864-5101

    


    and if to
a Holder, to such address for the Holder as provided by such Holder under the
Securities Purchase Agreement, or as shall be designated by the Holder in
writing to the other parties hereto in accordance with this Section
7(c).

     

     

     

    
      
         

      

      
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    (d)           Assignment.  Upon
the transfer of any Registrable Securities by a Holder, the rights of such
Holder hereunder with respect to such securities so transferred shall be
assigned automatically to the transferee thereof, and such transferee shall
thereupon be deemed to be a “Holder” for purposes of this Agreement, as long as:
(i) the Company is, within a reasonable period of time following such transfer,
furnished with written notice of the name and address of such transferee, (ii)
the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the
applicable law and the requirements of the Securities Purchase
Agreement.

     

    (e)           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall be deemed one and the same
instrument.  Any executed signature page delivered by facsimile or
e-mail transmission shall be binding to the same extent as an original executed
signature page, with regard to any agreement subject to the terms hereof or any
amendment thereto.

     

    (f)           Governing Law and
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely within the State of
Florida.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in Palm Beach County,
Florida, for the adjudication of any dispute hereunder or under the other
Transaction Documents or in connection herewith or therewith, or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper, and, in furtherance of
such agreement, each party hereby agrees and consents that without limiting
other methods of obtaining jurisdiction, personal jurisdiction over it in any
such action or proceeding may be obtained within or without the jurisdiction of
such court and that any process or notice of motion or other application to any
such court in connection with any such action or proceeding may be served upon
such party by registered mail to or by personal service at the address of such
party provided in accordance with Section 7(c) hereof.

    


    (g)           Holder of
Record.  A person is deemed to be a Holder whenever such person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the record owner of such
Registrable Securities.

    


    (h)           Entire Agreement.
This Agreement and the other Transaction Documents constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof, superseding all prior agreements and understandings, whether written or
oral, between or among the parties hereto.

     

    (i)           Headings.  The
headings in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement.

     

     

     

    
      
         

      

      
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    (j)           Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

     

    (k)           Attorneys Fees and
Costs.  The prevailing party in any action arising under this
Agreement or the Transaction Documents shall be entitled to be reimbursed for
its reasonable attorneys fees and costs incurred in such action and through all
appeals.

    


    


    [Signature
Page to Follow]

     

     

     

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the undersigned
have executed this Registration Rights Agreement as of the date first-above
written.

    


    CELSIUS HOLDINGS,
INC.

    


    


    By:                /s/ Stephen C. Haley        

    Name: Stephen C. Haley

    Title: Chief Executive
Officer

    


    


    CDS
VENTURES OF SOUTH FLORIDA, LLC

    


    


    By:                 
William H.
Milmoe____________

               Name:  William
H. Milmoe

               Title:  Manager

    


    


    ADDRESS:

    


    3299 NW Second Avenue

    Boca Raton, Florida 33431

    


    With
a copy (which shall not constitute notice) to:

    


    Muller
& Lebensburger

    7385
Galloway Road

    Suite
200

    Miami,
Florida 33173

    Attention:  Charles
Muller, Esq.