Exhibit
10.1


 


 


 


 


 


 


 


 


 


Master
Transfer Agreement


 


by
and among


 


inter
alia


 


the
Bondholder Committee


 


and


 


Sentica


 


and


 


the
Buyer


 


and


 


the
Company


 


regarding
inter alia


 


all
shares and other instruments in the Company (Func Food Group Oyj), etc.


 


11 September
2019 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


Table
of content


 


	1	Parties	1
	2	Background	1
	3	Definitions	3
	4	Sale and purchase, etc.	9
	5	Purchase price	10
	6	Conditions precedent	11
	7	Actions prior to Closing, etc.	12
	8	Closing	14
	9	Subsequent clean-up	15
	10	Warranties of the Parties	15
	11	Limitation of liability	17
	12	No liability for the Bondholder Committee and the Bondholders	18
	13	Confidentiality	18
	14	Announcements	19
	15	Bondholder Committee Representative	19
	16	Miscellaneous	20
	17	Governing law and disputes	24



 






     


     


    

 


Schedules


 


	Schedule
3(i)
	Joy
    Loan Purchase Agreement
	Schedule
    3(ii)	Jutta
    Loan Purchase Agreement
	Schedule
    3(iii)	Management
    Compensation Agreement
	Schedule
    3(iv)	Sentica
    Loan Purchase Agreement
	Schedule
    3(v)	Share
    Purchase Agreement
	Schedule
    3(vi)	Vendor
    Loan Purchase Agreement
	Schedule
    3(vii)	Written
    Procedure Notice
	Schedule 5.2.1	Escrow
    Agreement


 






     


     


    

 





	1	Parties







 


This
master transfer agreement (including its Schedules, this “Agreement”) has been entered into on 11
September 2019 by and among:


 


	1.1	The
                                         Bondholder Committee (as defined below);



 


	1.2	Sentica
                                         Buyout IV Ky, a Finnish limited partnership (business ID 2511391-7) represented by its
                                         general partner Sentica Buyout IV GP Oy (business ID 2473814-9) and Sentica Buyout IV
                                         Co-Investment Ky, a Finnish limited partnership (business ID 2511383-7) represented by
                                         its general partner Sentica Buyout IV GP Oy (business ID 2473814-9) (jointly referred
                                         to as “Sentica”);



 


	1.3	Celsius
                                         Holdings, Inc., a Nevada corporation listed in Nasdaq Stock Market LLC: CELH, having
                                         its registered domicile in the state of Nevada, USA (directly or indirectly through a
                                         Dutch fully owned subsidiary of Celsius Holdings, Inc. nominated by Celsius Holdings,
                                         Inc. prior to Closing) (the “Buyer”); and



 


	1.4	Func
                                         Food Group Oyj, a Finnish public limited liability company with business identity code
                                         2592369-6 (the “Company”).



 


	1.5	Each
                                         of the entities in Section 1.1–1.4 above is referred to as a “Party”
                                         and jointly as the “Parties”.



 


	2	Background



 


	2.1	The
                                         Company is a public company incorporated under the laws of Finland with 31,396,564 shares
                                         (the “Shares”). The Sellers are the owners of all the Shares as set
                                         out in the Share Purchase Agreement.



 


	2.2	The
                                         Group’s current long-term debt consists of:



 


		(i)	the
Bonds;



 


		(ii)	the
Sentica Shareholder Loans;



 


		(iii)	the
Jutta Loans;



 


		(iv)	the
Joy Loan; and



 


		(v)	the
Vendor Loan.



 


	2.3	The
                                         Company has had and has financial difficulties and has committed several breaches of
                                         the terms and conditions for the Existing Bonds (including non-payment on the final maturity
                                         date of the Existing Bonds on 26 June 2019). The Company and the Bondholder Committee,
                                         have over a certain period of time discussed a potential agreement on an out-of-court
                                         restructuring of the Company and its subsidiaries (the “Group” and
                                         each a “Group Company”) in order to prevent the Company from bankruptcy
                                         and in order to secure any return on the Bondholders’ investment in the Existing
                                         Bonds. The Parties have agreed that the Buyer shall, subject to the Written Procedure
                                         Approval, acquire all shares and certain restructured debt of the Company as set forth
                                         in this Agreement (the “Restructuring”). The agreement is based on
                                         a term sheet in relation to the Restructuring previously entered into between the Parties
                                         (excluding the Buyer) (the “Restructuring Term Sheet”).



 






    1


     


    

 


	2.4	Subject
                                         to, inter alia, the Written Procedure Approval, the Parties have agreed to execute
                                         the Restructuring mainly by the following actions:



 


		(i)	the
                                         Sellers have agreed to sell, and the Buyer has agreed to purchase, all the Shares at
                                         a purchase price of EUR 1 pursuant to the terms and conditions set forth in the Share
                                         Purchase Agreement;



 


		(ii)	the
                                         Existing Bonds will be replaced by two instruments (the Written Procedure Approval will
                                         allow such replacement with binding effect for all Bondholders);



 


		a.	the
                                         Reinstated Bonds (to be allocated to the Bondholders, Sentica and Management as set out
                                         in the Written Procedure Notice); and



 


		b.	the
                                         Buyer Bonds;



 


		(iii)	the
                                         Bondholder Committee has agreed to sell, and the Buyer has agreed to purchase, the Buyer
                                         Bonds at the Buyer Bond Purchase Price (the Written Procedure Approval will make such
                                         sale and purchase binding on all Bondholders);



 


		(iv)	Sentica
                                         has agreed to sell, and the Buyer has agreed to purchase, the Sentica Shareholder Loans
                                         and related convertible option rights for an allocation of Reinstated Bonds in a nominal
                                         amount of up to EUR 833,000 as set out in the Written Procedure Notice, pursuant
                                         to the terms and conditions of the Sentica Loan Purchase Agreement;



 


		(v)	Management
                                         will receive a bonus consisting of (i) an allocation of Reinstated Bonds in a nominal
                                         amount of EUR 83,500, and (ii) cash in an amount of EUR 83,500 (the latter being referred
                                         to as the “Management Cash Compensation”) in accordance with terms
                                         and conditions of the Management Compensation Agreement; and



 






    2


     


    

 


		(vi)	the
                                         creditors of the Agreed Other Loans have agreed to sell the Agreed Other Loans and the
                                         Buyer has agreed to purchase the Agreed Other Loans pursuant to the terms and conditions
                                         of the Agreed Other Loans Purchase Agreements.



 


	2.5	As
                                         set out in the Written Procedure Notice, a portion of the Reinstated Bonds will not be
                                         issued and allocated to the Bondholders and Sentica upon Closing but be subject to delayed
                                         issuance conditional upon certain events taking place after the Closing Date.



 


	3	Definitions



 


In
this Agreement, in addition to such terms as are defined elsewhere in this Agreement, the following terms and expressions shall
have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms of such terms and expression):


 


	 	“Advisory
    Success Fee”	 	means
    an advisory success fee of EUR 285,000 (calculated as set out in the Written Procedure Notice) payable to Robus Capital Management
    Ltd by the Bondholders.
	 	 	 	 
	 	“Affiliate”	 	of
    any Person means, as of any time, (i) any other Person(s) directly or indirectly controlled by or under the common control
    of that first-mentioned person and (ii) any other Person(s) directly or indirectly controlling or jointly controlling
    such first-mentioned Person (whereby “control” means the possession, directly or indirectly, of the power to direct
    or influence the direction of the management or policies of a Person, whether through ownership or otherwise, and the term
    “controlling” shall have a meaning correlative to the foregoing).



 






    3


     


    

 


	 	“Agent”	 	means
    the Bondholders’ agent under the terms and conditions for the Existing Bonds, the Reinstated Bonds and the Buyer Bonds
    respectively, from time to time, initially being; Nordic Trustee & Agency AB (publ) (reg. no. 556882-1879, P.O. Box 7329,
    103 90 Stockholm, Sweden.
	 	 	 	 
	 	“Agreed
    Other Lenders Compensation”	 	means
    the aggregate of the purchase prices as set out in the Jutta Loan Purchase Agreement, Joy Loan Purchase Agreement and the
    Vendor Loan Purchase Agreement.
	 	 	 	 
	 	“Agreed
    Other Loans”	 	means
    the Jutta Loans, the Joy Loan and the Vendor Loan.
	 	 	 	 
	 	“Agreed
    Other Loans Purchase Agreements”	 	means
    the Jutta Loan Purchase Agreement, Joy Loan Purchase Agreement and the Vendor Loan Purchase Agreement.
	 	 	 	 
	 	“Agreement”	 	has
    the meaning stated in the introductory paragraph of Section 1.
	 	 	 	 
	 	“Applicable
    Law”	 	means
    any law, code, rule, regulation, order, statute, decree or ordinance applicable to either of the parties to this Agreement
    or any of the Group Companies, as the case may be.
	 	 	 	 
	 	“Bondholder”	 	means
    a holder of Existing Bonds.
	 	 	 	 
	 	“Bondholder
    Committee”	 	means
    (i) Tailor High Yield Opportunities, (ii) Apex Asset Management AG, (iii) Mandatum Life Nordic High Yield,
    (iv) Genève Invest (Europe) S.A., (v) Peak Core Strategies, (vi) Robus Capital Management Ltd as investment
    manager of Prime Capital Debt SCS SICAV-FIS Robus Recovery Sub-Fund, Prime Capital SA SICAV-FIS Robus German Credit Opportunities
    Sub-Fund and Hauck & Aufhäuser Privatbankiers Kgaa Robus Mid-Market Value Bond Fund, (vii) Stichting Pensioenfonds
    DSM Nederland, (viii) Stichting Pensioenfonds SABIC, (ix) C.L. Davids Fond og Samling, Oy Neonest Ab (x) and
    Anchor Oy Ab, which together are representing beneficial holders of Existing Bonds representing approximately 65 per cent.
    of the nominal amount of the Existing Bonds.



 






    4


     


    

 


	 	“Bondholder
    Committee Representative”	 	has
    the meaning stated in Section 15.1.
	 	 	 	 
	 	“Buyer”	 	shall
    have the meaning set forth in the introductory paragraph of this Agreement.
	 	 	 	 
	 	“Buyer
    Bonds”	 	has
    the meaning set out in the Written Procedure Notice.
	 	 	 	 
	 	“Buyer
    Bond Purchase Price”	 	has
    the meaning stated in Section 5.1.
	 	 	 	 
	 	“Buyer
    Finance”	 	has
    the meaning stated in Section 7.2.1.
	 	 	 	 
	 	“Business
    Day“	 	means
    a day when commercial banks are open for general banking business (other than Internet banking) in Finland, the US and Sweden.
	 	 	 	 
	 	“Closing”	 	means
    the completion of the closing events set forth in Section 8.3 below.
	 	 	 	 
	 	“Closing
    Date”	 	means
    a date set out in the Step Plan, such date to occur after the Written Procedure Approval and at the latest on 30 October
    2019.
	 	 	 	 
	 	“Company”	 	shall
    have the meaning set forth in Section 2.1 above.
	 	 	 	 
	 	“Confidential
    Information”	 	means
    any information of any kind or nature, whether written or oral, which relates to the Restructuring and the negotiations thereof,
    including without limitation financial information, trade secrets, customer lists and any other information regarding the
    Sellers and its Affiliates (in case of the Buyer only), the Buyer and its Affiliates (in case of the Sellers only) and the
    Group Companies, which is not known to the general public.



 






    5


     


    

 


	 	“Designated
    Transferee”	 	has
    the meaning stated in Section 16.5.
	 	 	 	 
	 	“Encumbrance”	 	means
    any option, lien, mortgage, pledge, charge, power of sale, hypothecation, retention of title, right of pre-emption, right
    of first refusal, licenses or other third party right or security interest of any kind or an agreement, arrangement or obligation
    to create any of the foregoing, for the avoidance of doubt, excluding any such third party rights provided as security under
    the Existing Bonds.
	 	 	 	 
	 	“Escrow
    Account”	 	shall
    have the meaning ascribed to it in the Escrow Agreement;
	 	 	 	 
	 	“Escrow
    Agent”	 	shall
    have the meaning ascribed to it in the Escrow Agreement;
	 	 	 	 
	 	“Escrow
    Agreement”	 	shall
    have the meaning substantially set forth in Section 5.2.1;
	 	 	 	 
	 	“Escrow
    Amount”	 	means
    EUR 13,500,000;
	 	 	 	 
	 	“Euroclear”	 	means
    the central securities depository and registrar in respect of the Existing Bonds, the Buyer Bonds and the Reinstated Bonds,
    being Euroclear Sweden AB (corporate identification number 556112-8074, P.O. Box 191, SE-101 23 Stockholm, Sweden).
	 	 	 	 
	 	“Existing
    Bonds”	 	means
    the EUR 38,000,000 (EUR 29,626,472 outstanding) Senior Secured Bonds 2015/2019 with ISIN: SE0007186150 issued by the Company.



 






    6


     


    

 


	 	“Fee
    Coverage”	 	has
    the meaning stated in Section 16.2.5.
	 	 	 	 
	 	“Governmental
    Entity”	 	shall
    mean any foreign, domestic, regional, territorial, extraterritorial, municipal, county, district, local or other governmental,
    administrative or regulatory authority or agency, including any court, ministry, department or other subdivision thereof.
	 	 	 	 
	 	“Group”	 	has
    the meaning set out in Section 2.3.
	 	 	 	 
	 	“Group
    Companies”	 	has
    the meaning set out in Section 2.3.
	 	 	 	 
	 	“Insurance
    Premium Compensation”	 	means
    an amount of up to EUR 100,000 for the Buyer’s customary W&I insurance policy for contingent liabilities in relation
    to the Share Purchase Agreement to be paid by the Existing Bondholders out of the Buyer Bond Purchase Price.
	 	 	 	 
	 	“Issuing
    Agent”	 	has
    the meaning stated in Section 7.1.
	 	 	 	 
	 	“Joy
    Loan”	 	means
    the ‘Loan’ as defined in the Joy Loan Purchase Agreement.
	 	 	 	 
	 	“Joy
    Loan Purchase Agreement”	 	means
    the agreement including its schedules in Schedule 3(i).
	 	 	 	 
	 	“Jutta
    Loans”	 	means
    the ‘Loan’ as defined in the Jutta Loan Purchase Agreement.
	 	 	 	 
	 	“Jutta
    Loan Purchase Agreement”	 	means
    the agreement including its schedules in Schedule 3(ii).
	 	 	 	 
	 	“Long
    Stop Date”	 	means
    30 October 2019.
	 	 	 	 
	 	“Loss”	 	means
    any reasonable and foreseeable cost, direct loss (Sw. direkt skada) liability or expense incurred by a Party (excluding
    indirect loss).
	 	 	 	 
	 	“Management”	 	means
    Robin Lybeck and Thorsten Brandt.



 






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	 	“Management
    Cash Compensation”	 	Has
    the meaning set out in Section 2.4(v).
	 	 	 	 
	 	“Management
    Compensation Agreement”	 	is
    the agreement regarding compensation to Management in Schedule 3(iii).
	 	 	 	 
	 	“Minority
    Shareholders”	 	means
    the minority shareholders listed as Minority Shareholders in a schedule to the Share Purchase Agreement.
	 	 	 	 
	 	“Party”
    or “Parties”	 	means
    each of the entities listed in the introductory paragraph of this Agreement.
	 	 	 	 
	 	“Person”	 	means
    an individual or a legal entity, partnership (limited or general), joint venture, trust, unincorporated organization, governmental
    authority, court or any other organization, enterprise or entity, other than a Group Company.
	 	 	 	 
	 	“Reinstated
    Bond”	 	has
    the meaning set out in the Written Procedure Notice.
	 	 	 	 
	 	“Restructuring”	 	has
    the meaning stated in Section 2.3 above.
	 	 	 	 
	 	“Restructuring
    Term Sheet”	 	has
    the meaning set out in Section 2.3 above.
	 	 	 	 
	 	“Schedule”	 	means
    a schedule to this Agreement.
	 	 	 	 
	 	“Sentica”	 	shall
    have the meaning set forth in Section 1.2 above.
	 	 	 	 
	 	“Sentica
    Shareholder Loans”	 	means
    the ‘Loan’ as defined in the Sentica Loan Purchase Agreement.
	 	 	 	 
	 	“Sentica
    Loan Purchase Agreement”	 	means
    the agreement including its schedules in Schedule 3(iv).
	 	 	 	 
	 	“Sellers”	 	means
    Sentica and the Minority Shareholders.
	 	 	 	 
	 	“Share
    Purchase Agreement”	 	means
    the share purchase agreement in Schedule 3(v).



 






    8


     


    

 


	 	“Shares”	 	shall
    have the meaning set forth in Section 2.1 above.
	 	 	 	 
	 	“Signing
    Date”	 	means
    the date of signing this Agreement.
	 	 	 	 
	 	“Step
    Plan”	 	shall
    have the meaning set forth in Section 7.1.2.
	 	 	 	 
	 	“Tax”	 	mean
    all direct and indirect taxes and charges (including, but not limited to, any income tax, capital gains tax, value added tax,
    sales tax, custom duty, property tax, property transfer tax, capital duty, securities transfer tax, withholding tax, social
    security charges, withholding tax from employment income) wherever arising and all penalties, surcharges and interest relating
    to any of the foregoing.
	 	 	 	 
	 	“Vendor
    Loan”	 	means
    the ‘Loan’ as defined in the Vendor Loan Purchase Agreement.
	 	 	 	 
	 	“Vendor
    Loan Purchase Agreement”	 	means
    the agreement including its schedules in Schedule 3(vi).
	 	 	 	 
	 	“Written
    Procedure Approval”	 	means
    that the Request (as defined in the Written Procedure Notice) has been passed with a sufficient majority as set out in the
    Written Procedure Notice.
	 	 	 	 
	 	“Written
    Procedure Notice”	 	means
    the written procedure notice substantially set forth in Schedule 3(vii).


 


	4	Sale
                                         and purchase, etc.



 


	4.1	The
                                         Parties undertake to procure that the Existing Bonds will be replaced by two new financial
                                         instruments by way of a mandatory exchange of instruments, i.e. the Reinstated
                                         Bonds and the Buyer Bonds, on the Closing Date.



 






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	4.2	Subject
                                         to the terms and conditions of this Agreement, the Bondholders Committee, on behalf of
                                         the Bondholders and subject to the Written Procedure Approval, agrees to sell, and the
                                         Buyer agrees to purchase, the Buyer Bonds, free and clear of any Encumbrance together
                                         with all rights attached to them.



 


	5	Purchase
                                         price



 


	5.1	Purchase
                                         Price



 


The
purchase price for the Buyer Bonds shall be EUR 12,816,500 (EUR 13,500,000 less the Agreed Other Lenders Compensation and less
the Management Cash Compensation) (the “Buyer Bond Purchase Price”).


 


	5.2	Payments



 


	 	5.2.1	The
                                         Escrow Amount shall no later than 25 September 2019 by wire transfer of immediately
                                         available funds be paid to the Escrow Account and be held as security for payment of
                                         inter alia the Buyer Bond Purchase Price, and shall be held and administered by
                                         the Escrow Agent in accordance with the terms and conditions of the escrow agreement,
                                         substantially in the form as set out in Schedule 5.2.1, to be entered into
                                         between the Bondholders’ Representative, the Buyer and the Escrow Agent (the “Escrow
                                         Agreement”).



 


	 	5.2.2	No
                                         later than seven (7) Business Days prior to the Closing Date:



 


		(i)	the
                                         Bondholder Committee (with the assistance of the Company if necessary) shall deliver
                                         by email to the Buyer a statement setting out any Fee Coverage payable by the Bondholders
                                         in accordance with Section 16.2 and the Advisory Success Fee;



 


		(ii)	the
                                         Buyer shall deliver by email to the Bondholder Committee a statement setting out the
                                         Insurance Premium Compensation together with supporting documentation satisfactory to
                                         the Bondholder Committee.



 


		5.2.3	The
                                         Buyer and the Bondholder Committee Representative shall, by the issuance of joint instruction(s)
                                         to the Escrow Agent, procure that the Escrow Agent on the dates specified below by wire
                                         transfer of immediately available funds from the Escrow Account pays:



 


		(i)	the
                                         Buyer Bond Purchase Price less the Fee Coverage payable by the Bondholders, the
                                         Advisory Success Fee and the Insurance Premium Compensation (as decided in accordance
                                         with Section 5.2.2 above) to such bank account as has been designated by the Bondholder
                                         Committee not less than five (5) Business Days prior to the Closing Date, such payment
                                         to be made not less than one (1) Business Day prior to the Closing Date;



 






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		(ii)	the
                                         Fee Coverage payable by the Bondholders to such bank accounts as has been designated
                                         by the Bondholder Committee not less than five (5) Business Days prior to the Closing
                                         Date, such payment to be made on the Closing Date;



 


		(iii)	the
                                         Advisory Success Fee to such bank account as has been designated by Robus Capital Management
                                         Ltd not less than five (5) Business Days prior to the Closing Date, such payment
                                         to be made on the Closing Date;



 


		(iv)	the
                                         Agreed Other Lenders Compensation should be paid in accordance with the Agreed Other
                                         Lenders Loan Purchase Agreements, such payment to be made on the Closing Date;



 


		(v)	the
                                         Management Cash Compensation should be paid in accordance with the Management Compensation
                                         Agreement, such payment to be made on the Closing Date; and



 


		(vi)	the
                                         Insurance Premium Compensation is to be paid to the W&I insurance company to such
                                         bank account as has been designated by the Buyer not less than five (5) Business
                                         Days prior to the Closing Date, such payment to be made on the Closing Date.



 


		5.2.4	All
                                         costs related to and for the Escrow Agreement and Escrow Account shall be borne by the
                                         Buyer.



 


	6	Conditions
                                         precedent



 


	6.1	The
                                         obligation of the Parties to complete the Restructuring is subject to the Written Procedure
                                         Approval.



 


	6.2	The
                                         obligation of the Bondholder Committee and the Bondholders to complete the Restructuring
                                         is subject to:



 


		(i)	that
                                         the Buyer has no later than 20 September 2019 provided written confirmation and evidence
                                         satisfactory to the Bondholder Committee that the Buyer’s new issue of securities
                                         has been successfully completed and that accordingly, the Buyer’s financing of
                                         the Restructuring has been secured;



 






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		(ii)	that
                                         the Escrow Agreement have been entered into no later than 20 September 2019; and



 


		(iii)	that
                                         the Buyer has paid the Escrow Amount to the Escrow Account in accordance with Section 5.2.1
                                         above.



 


	6.3	In
                                         the event the conditions precedent set forth in Section 6.1 above has not been satisfied
                                         or waived by the Parties, the Parties shall have the right, by written notice to the
                                         other Parties, to terminate this Agreement with immediate effect. In the event the conditions
                                         precedent set forth in Section 6.2 has not been satisfied or waived by the Bondholder
                                         Committee, the Bondholder Committee shall have the right, by written notice to the other
                                         Parties, to terminate this Agreement with immediate effect.



 


	6.4	In
                                         the event that this Agreement is terminated by either of the Parties in accordance with
                                         Section 6.3 above, the Parties shall have no further liability against each other
                                         under this Agreement, except that a Party shall compensate the other Parties for any
                                         cost, loss, liability or expense incurred or paid by the other Parties as a result of
                                         the first Party’s breach of any obligation under this Agreement. The provisions
                                         of Sections 13 (Confidentiality), 14 (Announcement) and 17 (Governing
                                         law and disputes) below shall survive any termination of this Agreement pursuant
                                         to Section 6.3 above.



 


	7	Actions
                                         prior to Closing, etc.



 


	7.1	Preparation
                                         of the mandatory exchange of instruments



 


		7.1.1	The
                                         mandatory exchange of instruments to replace the Existing Bonds by the Reinstated Bonds
                                         and the Buyer Bonds and the allocation of the new instruments to the Buyer, the Bondholders,
                                         Sentica and Management (as set out in the Written Procedure Notice) require assistance
                                         by Euroclear and an issuing agent (“Issuing Agent”).



 


		7.1.2	Prior
                                         to Closing, the Company shall (i) together with the Bondholder Committee and its advisors,
                                         Euroclear and the Issuing Agent prepare and agree with the relevant parties a step plan
                                         for the mandatory exchange of instruments as contemplated by the Written Procedure Notice
                                         (the “Step Plan”) and (ii) appoint the Issuing Agent (in discussion
                                         with the Bondholder Committee and its advisors).



 






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	7.2	Buyer
                                         Finance



 


		7.2.1	Until
                                         Closing, the Buyer may provide trade financing to the Company on a secured basis (i.e.
                                         by assignment of the Company’s receivables or a mortgage over the inventory
                                         stock) of up to EUR 2.0 million (“Buyer Finance”). Although such Buyer
                                         Finance would be prohibited under the terms and conditions of the Existing Bonds, the
                                         Bondholder Committee temporarily waives any such default until the Closing. After Closing,
                                         the Buyer Finance will be permitted under the Reinstated Bonds.



 


		7.2.2	As
                                         part of the conditions precedents under any Buyer Finance, authorization will be required
                                         from the Buyer for the Company to enter into any agreements, purchase commitments, incur
                                         obligations and/or disbursements. In addition, the Company and the Buyer Finance provider
                                         may agree on other restrictions of payments and that daily, weekly and monthly financial
                                         reports, including cash flow statements will be provided by the Company.



 


	7.3	Standstill,
                                         lock-up and voting undertaking, etc.



 


		7.3.1	Each
                                         member of the Bondholder Committee undertake not to ask or instruct the Agent under the
                                         bonds to take any action due to the maturity of the Existing Bonds and the non-payment
                                         and (b) not to sell the Existing Bonds they represent (lock-up) until the earlier of
                                         (i) the Restructuring has been completed, (ii) 12 September 2019 if the Restructuring
                                         has not been publicly disclosed by the Buyer by that date; (iii) the Written Procedure
                                         is concluded rejecting the Restructuring; and (iv) 30 October 2019.



 


		7.3.2	Each
                                         member of the Bondholder Committee irrevocably and unconditionally undertake to vote
                                         and/or undertake to ensure that the holding of Existing Bonds they represent vote in
                                         favour of the Restructuring in accordance with request set out in the Written Procedure
                                         Notice.



 


	7.4	No
                                         amendments without consent



 


The
Parties agree and undertake to procure that no amendments or assignments are agreed in relation to the (i) Agreed Other Loans
Purchase Agreements; (ii) Sentica Loan Purchase Agreement; (iii) Management Compensation Agreement; and (iv) Share
Purchase Agreement, without the prior written consent of the Bondholder Representative.


 






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	8	Closing



 


	8.1	The
                                         actions in this Section 8 shall be deemed to occur simultaneously and Closing shall not
                                         be deemed to have occurred until and unless (i) the conditions precedent set forth in
                                         Section 6.1 above have been satisfied or waived as set out therein and (ii) all of the
                                         actions to occur at Closing pursuant to this Section 8 have been performed or the performance
                                         thereof have been waived by the Parties.



 


	8.2	Closing
                                         shall take place at the offices of Gernandt & Danielsson Advokatbyrå KB at
                                         Hamngatan 2 in Stockholm, Sweden, and commence at 10.00 a.m. (CET) on the Closing
                                         Date.



 


	8.3	At
                                         Closing:



 


		(a)	The
                                         Buyer shall:



 


		(i)	present
                                         evidence that payment of the Escrow Amount has been made in accordance with Section 6.2.



 


		(ii)	present
                                         evidence that the payments from the Escrow Account have been made and have been received
                                         in accordance with Sections 5.2.3;



 


		(iii)	provide
                                         a confirmation that purchase of the Shares has been duly completed in accordance with
                                         the Share Purchase Agreement;



 


		(iv)	provide
                                         a confirmation that purchase of the Agreed Other Loans and convertible option rights
                                         related to the Joy Loan have been duly completed in accordance with the Agreed Other
                                         Loans Purchase Agreements;



 


		(v)	provide
                                         a confirmation that purchase of the Sentica Shareholder Loans and related convertible
                                         options rights have been duly completed in accordance with the Sentica Loan Purchase
                                         Agreement;



 


		(vi)	provide
                                         a confirmation that the Management Compensation has been paid in full;



 


		(b)	The
                                         Company and/or the Buyer shall pay any Fee Coverage payable by them to the bank account
                                         designated by the relevant advisor at the latest five (5) business days prior to Closing.



 


		(c)	The
                                         Parties shall present the executed Escrow Agreement in accordance with Section 6.1.



 






    14


     


    

 


		(d)	The
                                         Bondholder Committee (for and on behalf of the Bondholders) shall present evidence that
                                         the Written Procedure Approval has been obtained in accordance with Section 6.1.



 


		(e)	The
                                         Company shall present evidence that the Company has undertaken all measures necessary
                                         in order to effect the mandatory exchange of the Existing Bonds into Reinstated Bonds
                                         and Buyer Bonds and the allocation of the Reinstated Bonds to the Bondholders, Sentica
                                         and Management and allocation of the Buyer Bonds to the Buyer, in accordance with the
                                         Written Procedure Notice, this Agreement and the Step Plan.



 


		(f)	Sentica
                                         and the Company shall present evidence that Pareto and Nordhaven have confirmed that
                                         they have no claims for fees and costs (relating to the Restructuring or any potential
                                         transactions evaluated prior to the Restructuring) against the Company or its subsidiaries
                                         (unless such confirmations have already been presented in the Disclosure Material (as
                                         defined in the Share Purchase Agreement)) and the Company shall confirm that no other
                                         advisors (except legal advisors) have been engaged for the Restructuring or any potential
                                         transactions evaluated prior to the Restructuring.



 


	9	Subsequent
                                         clean-up



 


Subsequent
to Closing, the Buyer shall be entitled to, at its own discretion, decide to clean up the capital structure of the Company by
(i) issuing additional secured debt under the Buyer Bonds (subordinated to the Reinstated Bond), (ii) swap any Buyer
Bonds or other debt held into equity and/or (iii) waive any debt instruments held or transfer those claims to a third party
in accordance with terms and conditions for the Reinstated Bond and the Buyer Bond.


 


		10	Warranties
                                         of the Parties



 


	10.1	Warranties
                                         of Sentica and the Company



 


		10.1.1	Sentica
                                         and the Company, respectively, each and separately makes the following warranties to
                                         the other Parties as at the date hereof and as at the Closing Date.



 


		10.1.2	Each
                                         of Sentica and the Company are duly organised and validly existing under the laws of
                                         their respective jurisdictions. Each of Sentica and the Company have full corporate power
                                         and authority to execute this Agreement and to complete the Restructuring.



 






    15


     


    

 


		10.1.3	This
                                         Agreement and any other documents or instruments to be executed by Sentica and the Company
                                         pursuant to this Agreement (i) have been duly authorised by all necessary actions
                                         on the part of Sentica and the Company and (ii) will, when executed, constitute
                                         valid and binding obligations of Sentica and the Company.



 


		10.1.4	The
                                         execution, delivery and performance of this Agreement by each of Sentica and the Company
                                         and the consummation of the Restructuring do not and will not require any consent, approval,
                                         authorization or other action by, filing with or notification to, any Governmental Entity
                                         or third party.



 


		10.1.5	The
                                         execution of this Agreement and the consummation of the Restructuring will not result
                                         in:



 


		(a)	a
                                         violation or breach of any provision of the articles of association of any of Sentica
                                         and the Company ;



 


		(b)	a
                                         breach of, or give rise to a default under, any contract or other instrument to which
                                         any of Sentica and the Company is a party or by which any of Sentica and the Company
                                         is bound that would have any adverse effect on the Restructuring; or



 


		(c)	a
                                         violation or breach of any Applicable Laws.



 


	10.2	Warranties
                                         of the Buyer



 


		10.2.1	The
                                         Buyer makes the following warranties to the other Parties as at the date hereof and as
                                         at the Closing Date.



 


		10.2.2	The
                                         Buyer is duly organised and validly existing under the laws of its jurisdiction. The
                                         Buyer has full corporate power and authority to execute this Agreement and to complete
                                         the Restructuring.



 


		10.2.3	This
                                         Agreement and any other documents or instruments to be executed by the Buyer pursuant
                                         to this Agreement (i) have been duly authorised by all necessary actions on the
                                         part of the Buyer and (ii) will, when executed, constitute valid and binding obligations
                                         of the Buyer.



 


		10.2.4	The
                                         execution, delivery and performance of this Agreement by the Buyer and the consummation
                                         of the Restructuring do not and will not require any consent, approval, authorization
                                         or other action by, filing with or notification to, any Governmental Entity or third
                                         party.



 






    16


     


    

 


		10.2.5	The
                                         execution of this Agreement and the consummation of the Restructuring will not result
                                         in:



 


		(d)	a
                                         violation or breach of any provision of the articles of association of the Buyer;



 


		(e)	a
                                         breach of, or give rise to a default under, any contract or other instrument to which
                                         the Buyer is a party or by which the Buyer is bound that would have any adverse effect
                                         on the Restructuring; or



 


		(f)	a
                                         violation or breach of any Applicable Laws.



 


		10.2.6	As
                                         per the Closing Date, the Buyer has secured sufficient and unconditional financing or
                                         has available internal funds to enable it to complete the Restructuring and to make any
                                         payments that the Buyer is or may become required to make pursuant to this Agreement.



 


	11	Limitation
                                         of liability



 


	11.1	Compensation



 


In
the event of a breach of the warranties set out in Section 10 above or any breach of any covenant, undertaking or indemnity contained
in this Agreement by a Party, the relevant Party’s right to compensation is limited to compensation for Losses on a SEK
for SEK basis due to such breach in accordance with this Section 11 (which compensation shall thus not be established by
reference to any multiple factor).


 


	11.2	No
                                         other warranties



 


The
warranties set out in Section 10 above are the only warranties given by the Parties. For the avoidance of doubt, the Buyer may
not rely, and has not relied, on any information, statement or other warranty (express or implied), whether based on the Swedish
Sale of Goods Act (Sw. köplagen (1990:931)), the United Nations Convention on Contracts for the International
Sale of Goods (Sw. Förenta nationernas konvention den 11 april 1980 angående avtal om internationella
köp av varor), any other Applicable Law or otherwise.


 


	11.3	Remedies



 


		11.3.1	The
                                         Parties’ sole remedies for a breach of the warranties set out in Section 10 above
                                         or any breach of any covenant, undertaking or indemnity in this Agreement by each of
                                         the other Parties are:



 


		(a)	compensation
                                         in accordance with Section 11.1 above; and



 


		(b)	seeking
                                         specific performance (Sw. fullgörelse).



 


Such
remedies shall be exclusive and, consequently, no other remedy, including the right to rescind this Agreement, shall be available
to the Buyer in the event of a breach of this Agreement by the other Parties, whether under the Swedish Sale of Goods Act, the
United Nations Convention on Contracts for the International Sale of Goods, any other Applicable Law or otherwise.


 



    17


     


    

 


		11.3.2	Instead
                                         of compensating the relevant Party in accordance with Section 11.1 above, the other
                                         Parties shall have the right to remedy (if capable of being remedied) the subject of
                                         a claim for compensation, provided that such breach is remedied by the other Parties
                                         (as applicable) within thirty (30) Business Days after receipt of a notice thereof. The
                                         relevant Party shall be entitled to compensation in accordance with Section 11.1
                                         to the extent the breach has not been remedied.



 


		11.3.3	None
                                         of the limitations in this Section 11 shall apply to the extent a claim arises or is
                                         increased as a result of fraud or wilful misconduct by the Buyer, the Sellers or the
                                         Company.



 


		11.3.4	The
                                         relevant Party shall take all reasonable actions to mitigate any compensable Loss in
                                         respect of which a claim could be made under this Agreement.



 


		11.3.5	The
                                         relevant Party shall not be entitled to compensation for the same Loss twice pursuant
                                         to this Agreement.



 


	12	No
                                         liability for the Bondholder Committee and the Bondholders



 


For
the avoidance of doubt, the Bondholder Committee, the Bondholders and Sentica may not be held liable for any Loss arising as a
result of or in connection with this Agreement.


 


	13	Confidentiality



 


	13.1	Each
                                         Party undertakes not to disclose any Confidential Information unless:



 


		(a)	required
                                         to do so by law or pursuant to any order of court or arbitrational tribunal;



 


		(b)	required
                                         to do so by any applicable stock exchange regulations or the regulations of any other
                                         recognised market place or financial regulatory authority;



 


		(c)	such
                                         disclosure has been consented to by the Buyer and the Bondholder Committee in writing
                                         (such consent not to be unreasonably withheld);



 






    18


     


    

 


		(d)	such
                                         Confidential Information has been made available to the public by other means than breach
                                         of this Agreement;



 


		(e)	such
                                         disclosure of Confidential Information is made to the minimum strictly required in order
                                         to, in the best possible way, look after a Party’s interests in relation to the
                                         other Parties as a result of a dispute relating to this Agreement; or



 


		(f)	it
                                         is disclosed to its professional advisers who are bound to the Party by a duty of confidence
                                         which applies to any information disclosed.



 


	13.2	If
                                         a Party becomes required, in circumstances contemplated by Section 13.1(a) or (b)
                                         above to disclose any Confidential Information, the disclosing Party shall use its reasonable
                                         endeavours to consult with the Buyer or the Bondholder Committee, as applicable, prior
                                         to any such disclosure.



 


	13.3	The
                                         restrictions contained in this Section 13 shall continue to apply during twenty-four
                                         (24) months after the Closing Date or termination of this Agreement.



 


	14	Announcements



 


	14.1	Each
                                         of the Buyer and the Company will issue a press release on the date of this Agreement
                                         with regard to this Agreement and the Restructuring.



 


	14.2	All
                                         press releases, public announcements or public relations activities by a Party with regard
                                         to this Agreement, the Restructuring or any related matter, for the avoidance of doubt
                                         including the press releases referred to in Section 14.1, shall be approved in writing
                                         by the Buyer and the Bondholder Committee in advance of such release, announcement or
                                         activity (such consent not to be unreasonably withheld or delayed).



 


	15	Bondholder
                                         Committee Representative



 


	15.1	The
                                         Bondholder Committee hereby unconditionally, irrevocably and exclusively fully authorises
                                         Andreas Jaufer (the “Bondholder Committee Representative”), to be
                                         their representative in the following matters under this Agreement:



 


		(a)	consent
                                         to any disclosure or announcement in accordance with Section 13 (Confidentiality)
                                         or Section 14 (Announcements);



 


		(b)	giving,
                                         executing and delivering any waiver or consent under, or any amendment to, this Agreement;
                                         and



 






    19


     


    

 


		(c)	signing,
                                         executing and delivering any document and taking any action that may be necessary or
                                         appropriate in connection with this Agreement (including but not limited to the Escrow
                                         Agreement and any document to be signed, executed or delivered at Closing unless such
                                         document is to be signed by the Agent in accordance with the Written Procedure Notice).



 


	15.2	All
                                         decisions and actions of the Bondholder Committee Representative has been authorised
                                         to undertake in accordance with this Agreement shall be binding upon the Bondholder Committee
                                         as if expressly confirmed and ratified in writing by each of the Bondholder Committee
                                         members, and none Bondholder Committee members shall have the right to object, dissent,
                                         protest or otherwise contest the same.



 


	15.3	The
                                         Bondholder Committee fully discharge the Bondholder Committee Representative from any
                                         liability whatsoever, provided that the Bondholder Committee Representative has not acted
                                         with gross negligence or wilful misconduct and confirm that the Bondholder Committee
                                         Representative shall never be responsible for indirect loss.



 


	16	Miscellaneous



 


	16.1	Notices



 


		16.1.1	All
                                         notices and other communications required or permitted under this Agreement must be in
                                         writing and sent by courier, registered mail or e-mail and shall be deemed to have been
                                         received by a party:



 


		(i)	if
                                         delivered by courier, on the day of delivery;



 


		(ii)	if
                                         sent by registered mail, three (3) Business Days after the notice was deposited in the
                                         mail (postage prepaid); or



 


		(iii)	if
                                         sent by e-mail, when sent by the sender unless the sender receives a delivery failure
                                         notification indicating that the e-mail has not been delivered to the addressee.



 


		16.1.2	All
                                         notices and communications required or permitted under this Agreement shall be addressed
                                         as set forth below or to such other addresses as may be given by written notice in accordance
                                         with this Section 16.1.



 


	If
to Sentica:
	 	Sentica
    Buyout IV GP Oy (representing Sentica Buyout IV Ky and Sentica Buyout IV Co-Investment Ky)
	 	 	 
	For
    the attention of:	 	Mika
    Uotila 

    Kasarmikatu 21 B, FI-00130 Helsinki

    FINLAND

    mika.uotila@sentica.fi



 






    20


     


    

 


	With
    a copy to:	 	Borenius
    Attorneys Ltd
	 	 	 
	For
    the attention of:	 	Johannes
        Piha

        Eteläesplanadi
        2, FI-00130 Helsinki

        FINLAND

        Email:
        johannes.piha@borenius.com

	 	 	 
	If
    to the Company	 	Func
    Food Group Oyj
	 	 	 
	For
    the attention of:	 	Robin
        Lybeck

        Mannerheimintie
        105, FI-00280 Helsinki

        FINLAND

        Email:
        robin.lybeck@funcfood.com

	 	 	 
	With
    a copy to:	 	Borenius
    Attorneys Ltd
	 	 	 
	For
    the attention of:	 	Johannes
        Piha

        Eteläesplanadi
        2, FI-00130 Helsinki,

        FINLAND

        Email:
        johannes.piha@borenius.com

	 	 	 
	If
    to the Bondholder Committee:	 	Robus
    Capital Management Ltd
	 	 	 
	For
    the attention of:	 	Andreas
        Jaufer

        9
        Percy Street, London W1T 1DL

        UK

        Email:
        aj@robuscap.com

	 	 	 
	With
    a copy to:	 	Gernandt
    & Danielsson Advokatbyrå KB
	 	 	 
	For
    the attention of:	 	Mikael
        Borg and Caroline Jägenstedt Wikman

        Hamngatan
        2

        P.O.
        Box 5747

        SE-114
        87 Stockholm

        SWEDEN

        Email:
        mikael.borg@gda.se, and caroline.j.wikman@gda.se




 






    21


     


    

 


	If
    to the Buyer:	 	Celsius
    Holdings, Inc. 
	 	 	 
	For
    the attention of:	 	John
        Fieldly, CEO

        2424
        N. Federal Highway, Suite 208, Boca Raton,

        Florida
        33431

        USA

        Email:
        jfieldly@celsius.com

	 	 	 
	With
    a copy to:	 	Gutierrez
    Bergman Boulris, PLLC
	 	 	 
	For
    the attention of:	 	Dale
        Bergman, Esq.

        901
        Ponce de Leon Blvd, Suite 303, Coral Gables,

        Florida
        33134

        USA

        Email:
        dale.bergman@gbbpl.com



 


	16.2	Costs
                                         and expenses



 


		16.2.1	Except
                                         as otherwise set forth in this Agreement, each Party shall bear its own costs and expenses,
                                         including without limitation fees and expenses of advisors, in relation to the Restructuring.
                                         Without prejudice to the previous sentence, the following has been agreed between the
                                         Parties.



 


		16.2.2	Fees
                                         to the Company’s advisors, the Agent and the Agent’s and the Bondholder Committee’s
                                         advisors in relation to the Restructuring shall be capped at EUR 500,000 (the “Fee
                                         Cap”) plus, if relevant, any amount payable under the Third Fee Coverage (as
                                         defined below). Fees shall only be payable to legal advisors.



 


		16.2.3	EUR
                                         300,000 of fees to the Agent and the Agent’s and Bondholder Committee’s advisors
                                         (the “Bondholders’ Fees”) shall be paid out of the cash purchase
                                         price for the Buyer Bond (the “First Fee Coverage”).



 


		16.2.4	EUR
                                         200,000 of fees to the Company’s advisors and, if exceeding the First Fee Coverage,
                                         the Bondholders’ Fees shall be paid by the Company, and, secondly, if the Company
                                         has not sufficient cash at hand at Closing, be paid by the Buyer (the “Second
                                         Fee Coverage”). Such payment shall be made in advance upon request by the Bondholder
                                         Committee and at the latest on the Closing Date.



 


		16.2.5	Should
                                         the Bondholders’ Fees not be fully covered in accordance with what is set out above,
                                         the Agent, the Agent’s and the Bondholder Committee’s advisors shall have
                                         the right to be compensated for any outstanding amount out of the cash purchase price
                                         for the Buyer Bonds, for the avoidance of doubt in excess of the Fee Cap (the “Third
                                         Fee Coverage” and jointly with the First Fee Coverage and the Second Fee Coverage,
                                         the “Fee Coverage”).



 






    22


     


    

 


		16.2.6	The
                                         Bondholders shall compensate the Buyer for the Insurance Premium Compensation out of
                                         the Buyer Bond Purchase Price.



 


		16.2.7	The
                                         Bondholders shall furthermore pay Robus Capital Management Ltd the Advisory Success Fee.



 


	16.3	Amendments
                                         and waivers



 


This
Agreement may only be amended by an instrument in writing duly executed by the Parties. No change, termination, modification or
waiver of any provision, term or condition of this Agreement shall be binding on the Parties, unless it is made in writing.


 


	16.4	Entire
                                         agreement



 


This
Agreement supersedes all prior agreements and understandings, written and oral, between the Parties with respect to its subject
matter and constitutes the entire agreement between the Parties.


 


	16.5	Assignment



 


No
Party may assign, sub-contract, or otherwise transfer, pledge or grant any other security interest in or over any rights or obligations
under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing the Buyer shall have
the right to nominate a fully owned subsidiary of the Buyer as the “Buyer” under this Agreement (the “Designated
Transferee”) as set out in Section 1. In case of such assignment, the Buyer (Celsius Holdings, Inc.) shall (together
with the Designated Transferee) remain liable for all the obligations transferred to the Designated Transferee under this Agreement
and the Buyer (Celsius Holdings, Inc.) guarantees, as for its own debt, the fulfilment of any liabilities and obligations of the
Designated Transferee arising out of this Agreement.


 


	16.6	No
                                         waiver



 


Failure
by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right
to enforce such provisions, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed
to be a waiver by such Party of any subsequent breach of such provision or waiver by such Party of any breach of any other provision
hereof.


 






    23


     


    

 


	16.7	Partial
                                         invalidity



 


If
any provision of this Agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or
in part for any reason, the Parties shall amend this Agreement in order to give effect to, so far as is possible, the spirit of
this Agreement. If the Parties fail to amend this Agreement, the provision, which is void, invalid or unenforceable, shall be
deemed deleted and the remaining provisions of this Agreement shall continue in full force and effect.


 


	17	Governing
                                         law and disputes



 


		17.1	This
                                         Agreement shall be governed by and construed in accordance with the laws of Sweden without
                                         taking into account its conflicts of law principles.



 


		17.2	Any
                                         dispute, controversy or claim arising out of or relating to this Agreement or the breach,
                                         termination or invalidity thereof shall be finally settled by arbitration in accordance
                                         with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The
                                         arbitration tribunal shall be composed of three arbitrators. The place of arbitration
                                         shall be Stockholm and the arbitral proceedings shall be conducted in the English language.



 


		17.3	Arbitration
                                         initiated with reference to this Section 17.2 shall be treated as confidential by
                                         the Parties and may not be disclosed to third parties without the other Party’s
                                         approval. Such confidentiality includes all information which is disclosed in the course
                                         of the arbitration as well as decisions and awards rendered as a result of the arbitration.
                                         A Party shall, however, not be prevented from disclosing such information in situations
                                         referred to in Sections 13.1(a) through (f) above.



 


*
* *


 


[SIGNATURE
PAGES TO FOLLOW]








 






    24


     


    

 


This
Agreement shall enter into force on the date set out in the beginning of this Agreement when signed by all Parties. This Agreement
may be executed electronically in any number of counterparts.


 


	Tailor
    High Yield Opportunities
	 
	/s/
    Didier Margetyal	 	 
	Name:
    Didier Margetyal	 	Name:
	 	 	 
	Apex
    Asset Management AG
	 
	/s/
    Lars Jensen	 	 
	Name:
    Lars Jensen	 	Name:
	 	 	 
	Mandatum
    Life nordic high yield
	 
	/s/
    Kristian Nihtilä	 	/s/
    Merja Koliseva 
	Name:
    Kristian Nihtilä	 	Name:
    Merja Koliseva
	 	 	 
	Genève
    Invest (Europe) S.A. 
	 
	/s/
    Helge Müller	 	 
	Name:
    Helge Müller	 	Name:
	 	 	 
	Peak
    Core StratEgies
	 
	/s/
    Per Djerf	 	 
	Name:
    Per Djerf	 	Name:





 






     


     


    

 


ROBUS
CAPITAL MANAGEMENT LTD AS INVESTMENT MANAGER OF PRIME CAPITAL DEBT SCS SICAV-FIS ROBUS RECOVERY SUB-FUND, PRIME CAPITAL SA SICAV-FIS
ROBUS GERMAN CREDIT OPPORTUNITIES SUB-FUND AND HAUCK & AUFHÄUSER PRIVATBANKIERS KGAA ROBUS MID-MARKET VALUE BOND FUND


 


	/s/
    Andreas Jaufer	 	 
	Name:
    Andreas Jaufer	 	Name:
	 	 	 
	Stichting
    Pensioenfonds DSM Nederland
	 
	/s/
    Ger Van Neer	 	 
	Name:
    Ger Van Neer	 	Name:
	 	 	 
	Stichting
    Pensioenfonds SABIC
	 
	/s/
    Ger Van Neer	 	 
	Name:
    Ger Van Neer	 	Name:
	 	 	 
	C.L.
    davids fond og samling
	 
	/s/
    Niels Manzanti	 	 
	Name:
    Niels Manzanti	 	Name:
	 	 	 
	Oy
    Neonest Ab
	 
	/s/
    Roger Lönnberg	 	 /s/
    Lauri Soikkeli
	Name:
    Roger Lönnberg	 	Name:
    Lauri Soikkeli
	 	 	 
	Anchor
    Oy Ab
	 
	/s/
    Roger Lönnberg	 	 /s/
    Lauri Soikkeli
	Name:
    Roger Lönnberg	 	Name:
    Lauri Soikkeli


 






     


     


    

 


	 

        Sentica
        Buyout IV Ky

        SENTICA BUYOUT IV CO-INVESTMENT KY

        Both represented by their general partner
        Sentica Buyout IV GP Oy

	 
	/s/
    Mika Uotila	 	 
	Name:
    Mika Uotila	 	Name:


 


	Celsius
    Holdings, Inc.
	 
	/s/
    John Fieldly	 	 
	Name:  John
    Fieldly	 	Name:
	 	 	 
	Func
    food group oyj
	 
	/s/
    Robin Lybeck	 	 
	Name:
    Robin Lybeck	 	Name: