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;


 




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"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;


 




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"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.


 




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"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.


 




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(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. 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.


 




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(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;


 




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(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.


 






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(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.


 




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(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.


 




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(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.


 




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(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]


 




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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}	 


 




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	 	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}	 


 




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SCHEDULE 1


(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.


 




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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




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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.


 




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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.


 


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.


 




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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.


 




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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.


 


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.


 




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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


 




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