Exhibit
10.2


 


 


 


 


 


 


 


 


 


 


share
purchase agreement


 


BY
AND AMONG


 


SHAREHOLDERS
OF Func Food group Oyj,


 


AS
THE SELLERS,


AND


 


Celsius
Holdings, inc.


 


AS
THE purchaser,


 


REGARDING
THE SHARES IN


 


func
food group oyj


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 






     

     


    

 


TABLE
OF CONTENTS


 





	Parties	5
	DEFINITIONS	6
	1	SALE AND PURCHASE	9
	 	1.1 Object	9
	 	1.2 Delivery and Transfer of Title	9
	2	Purchase Price and Payment of Purchase Price	9
	 	2.1 Purchase Price	9
	 	2.2 Payment of the Purchase Price	9
	3	CLOSING	9
	 	3.1 Closing	9
	 	3.2 Conditions Precedent of Sellers	10
	 	3.3 Conditions Precedent of Purchaser	10
	 	3.4 Deliveries at Closing	10
	4	REPRESENTATIONS AND WARRANTIES OF SELLERS	11
	 	4.1 General	11
	 	4.2 Existence of Sellers and Validity	11
	 	4.3 Shares	11
	 	4.4 Existence and Status of Company	12
	 	4.5 Subsidiaries	12
	 	4.6 Corporate Records and Documents	12
	 	4.7 Accounts	12
	 	4.8 Taxes	13
	 	4.9 Assets	13
	 	4.10 Premises	13
	 	4.11 Agreements	13
	 	4.12 Employees	13
	 	4.13 Intellectual Property	14
	 	4.14 Insurance	14
	 	4.15 Compliance with Laws and Permits	14
	 	4.16 Litigation and Claims	15
	 	4.17 No Conflicts	15
	 	4.18 Filings,
Consents and Approvals	15
	 	4.19 Brokers
Fees	15
	 	4.20 Accounts
Receivable	15
	 	4.21 Changes	16
	 	4.22 Environmental Laws	17
	 	4.23 No other Warranties	17



 






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	5	REPRESENTATIONS AND WARRANTIES OF PURCHASER	17
	 	5.1 General	17
	 	5.2 Existence of Purchaser and Validity	17
	 	5.3 Financing	17
	 	5.4 No Breach of Warranties	17
	6	Sellers’ LIABILITY	17
	 	6.1 Sellers’ Liability	17
	 	6.2 Insurance Policy	18
	 	6.3 Limitation of Sellers’ Liability	18
	7	ADDITIONAL UNDERTAKINGS	20
	 	7.1 Resignations	20
	 	7.2 Confidentiality and Publicity	20
	 	7.3 Business between Signing and Closing	21
	 	7.4 Waiver of Redemption Right and Consent to Transfer	21
	 	7.5 Shareholders’ Agreements	21
	8	MISCELLANEOUS	22
	 	8.1 Notices	22
	 	8.2 Assignment	22
	 	8.3 Tax	22
	 	8.4 Costs	22
	9	INTERPRETATION AND DISPUTES	22
	 	9.1 Integration and Drafting	22
	 	9.2 Provisions Severable	22
	 	9.3 Headings	23
	 	9.4 Amendments	23
	 	9.5 Governing Law and Disputes	23
	10	COUNTERPARTS	24




 






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APPENDICES


 


	Appendix
	Description
	A	Sellers
	 	 
	4.5	Subsidiaries
	 	 
	4.7.1	Accounts
	 	 
	4.13.1	Owned
    Intellectual Property Rights
	 	 
	5.2.1	Purchaser’s
    resolution
	 	 
	7.1	Form
    of Resignation Letter


 









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share
purchase agreement


 


THIS
SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into effective  11 September 2019
between:


 


Parties


 


	(1)
	Sentica
        Buyout IV Ky, a Finnish limited partnership with Business Identity Code 2511391-7, having its registered domicile
        in Helsinki, Finland and represented by its general partner Sentica Buyout IV GP Oy (“Sentica”);

         

	(2)	Sentica
        Buyout IV Co-Investment Ky, a Finnish limited partnership with Business Identity Code ID 2577383-7, having its registered
        domicile in Helsinki, Finland and represented by its general partner Sentica Buyout IV GP Oy (“Sentica Co-Investment”)

         

	(3)	the
        minority shareholders listed as Minority Shareholders in Appendix A (the “Minority Shareholders”);
        and

         

	(4)	Celsius
    Holdings, Inc., a Nevada corporation listed in Nasdaq Stock Market LLC: CELH, having its registered domicile in the state
    of Nevada, USA or a Dutch fully owned subsidiary of Celsius Holdings, Inc. nominated by Celsius Holdings, Inc. prior to Closing
    (the “Purchaser”).
	 	 
	 	Parties
(1) – (3) together the “Sellers” and each a “Seller”. Parties (1) – (4) together
the “Parties” and individually a “Party”.


 


BACKGROUND


 


		(A)	The
                                         Sellers own 31,396,564 shares (the “Shares”) in Func Food Group Oyj,
                                         a Finnish public company with Business Identity Code 2592369-6 (the “Company”).
                                         The Shares constitute all of the issued and outstanding shares in the Company.



 


		(B)	The
                                         Company has issued a EUR 38,000,000 Senior Security Callable Floating Rate Bonds 2015/2019
                                         (ISIN SE0007186150) (the “Bond”) previously listed at the Nasdaq Stockholm
                                         Exchange. In addition to the Bond certain other lenders have granted subordinated loans
                                         to the Group, some of which have convertible option rights attached to them.



 


		(C)	The
                                         Company is in default under the terms and conditions for the Bond due to the non-payment
                                         of interest and due to the non-payment on the final maturity date on 26 June 2019 and
                                         the Company has no means to repay the Bond. Therefore, the Bondholders could request
                                         for the immediate payment of the Bond and pursue other actions under the terms of the
                                         Bond and related security documents.



 


		(D)	Prior
                                         to the entering into this Agreement, the Company, the Purchaser, the Bondholders and
                                         the Other Lenders have negotiated a restructuring of the Bond and Other Loans in connection
                                         with the Closing. As part of the restructuring, the Shares will be sold to the Purchaser.



 


		(E)	The
                                         Sellers are selling the Shares for nominal consideration and are assuming only limited
                                         liability with respect to Fundamental Warranties. In the event of inaccuracies in the
                                         Warranties, the Sellers and the Purchaser have agreed that the Purchaser may arrange
                                         for a warranty and indemnity insurance in the name of the Purchaser, without possibility
                                         of any recourse against the Sellers (unless otherwise explicitly set forth in this Agreement),
                                         on the terms and conditions set forth in the Insurance Policy.



 






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DEFINITIONS


 


As
used in this Agreement, including the preamble and the Appendices, and unless expressly otherwise stated or evident in the context,
the following terms and expressions shall have the following meanings, the singular (where appropriate) includes the plural and
vice versa:


 


	 “Accounting
Principles”
	means,
    with respect to the consolidated and unconsolidated Accounts of the Company, (i) the generally accepted accounting principles
    in Finland, which are subject to the International Financial Reporting Standards (IFRS), the Finnish Accounting Act (1336/1997,
    as amended) and the Finnish Accounting Ordinance (1339/1997, as amended), as adopted and consistently applied by the Company.
	 	 
	“Accounts”	means
    the audited consolidated financial statements of the Company for the financial period ended on the Accounts Date.
	 	 
	“Accounts
    Date”	means
    31 December 2018.
	 	 
	“Affiliate”	means,
    with respect to any company, other entity or person, any other company, other entity or person directly or indirectly controlling,
    controlled by, or under direct or indirect common control with such company, other entity or person.
	 	 
	“Agreement”	means
    this Share Purchase Agreement and its Appendices, as amended, modified or restated from time to time, as the case may be.
	 	 
	“Basket”	has
    the meaning set forth in Section 6.3.2(ii).
	 	 
	“Bond”	has
    the meaning set forth in the Background Section.
	 	 
	“Bondholder”	has
    the meaning set forth in the Bond, i.e. the person who is registered on a Securities Account as direct registered owner (in
    Swedish: ägare) or nominee (in Swedish: förvaltare) with respect to a Bond.
	 	 
	“Bond
    Transfer Agreement”	means
    the transfer agreement in relation to the Bond and the master agreement for the Restructuring entered into on the date of
    this Agreement.
	 	 
	“Bring
    Down of Disclosures”	means
    a review of the Warranties given at Closing with the individuals referred to in the definition “Seller’s Knowledge”
    immediately prior to the Closing to identify any facts or circumstances constituting a breach of any of the Warranties given
    at Closing.
	 	 
	“Business
    Day”	means
    any day from Monday to Friday on which the banks in Helsinki, Finland and Stockholm, Sweden are normally open for the general
    banking business.
	 	 
	“Company”	has
    the meaning set forth in the Background Section.
	 	 
	“Claim”	means
    any claim made by the Purchaser against the Sellers in respect of any breach of the Agreement.
	 	 
	“Closing”	means
    the consummation of the transactions hereunder as contemplated in Section 2 (Closing).
	 	 
	“Closing
    Date”	has
    the meaning set forth in Section 3.1.1 (Closing).
	 	 
	“Disclosure
    Material”	means
    the files (including for the avoidance of doubt the Q&A) uploaded in the data room set up for the purpose of the Due Diligence
    and included on an USB drive to be delivered to the Purchaser at Closing.



 






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	“Due
    Diligence”	means
    the commercial, financial, tax, and legal due diligence review of the Group carried out by the Purchaser.
	 	 
	“Encumbrance”	means
    any pledge, mortgage, retention of title, right of recovery (in Finnish: takaisinotto-oikeus), other security interest
    or other similar encumbrance.
	 	 
	“Fairly
    Disclosed”	means
    any risk, fact, event, occurrence, circumstance or other matter fairly disclosed to the Purchaser (including its representatives
    and professional advisors) in the Disclosure Material, in the Bring Down of Disclosures or in the Bond Transfer Agreement
    (including its schedules). However, if the disclosure of a risk, fact, event, circumstance or other matter is made in such
    a manner that it could not be expected that a diligent and professional purchaser using professional advisors’ services
    could be reasonably able to realize the existence of the relevant risk, fact, event, occurrence, circumstance or other matter,
    such matter shall not be deemed Fairly Disclosed.
	 	 
	“Fundamental
    Warranties”	means
    the Warranties set out in Sections 4.2 (Existence of Sellers and Validity) and 4.3 (Shares).
	 	 
	“Group”	means
    the Company and the Subsidiaries.
	 	 
	“Group
    Company”	means
    any company belonging to the Group.
	 	 
	“Insurance
    Policy”	means
    the warranty and indemnity insurance policy in the name of the Purchaser and in the form separately agreed by and between
    the Purchaser and the Insurer.
	 	 
	“Insurer”	means
    the insurer under the Insurance Policy.
	 	 
	“Intellectual
    Property Rights”	means
    patents, trade names, trademarks, designs, utility models, copyrights, internet domains and any other intellectual property
    in any jurisdiction, including in each case applications and licenses related to these.
	 	 
	“Key
    Employees”	means
    Robin Lybeck and Thorsten Brandt.
	 	 
	“Loss”	means
    any direct and actual losses (including reasonable attorney’s fees) and such indirect losses the Purchaser can show
    that have been reasonably foreseeable result from the breach of the Warranty in question or other respective term of the Agreement.
	 	 
	“Option
    Rights”	means
    the 18,800,000 option rights convertible into shares in the Company and attached to the Sentica Loans and Joy Loan.
	 	 
	“Ordinary
    Course of Business”	means
    the ordinary course of business of the Group as a going concern and consistent with past practice.
	 	 
	“Other
    Lenders”	means
    each of Jutta Marketing Oy, Joy Group Oy, Magmax AB, Sentica and Sentica Co-Investment.



 






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	“Other
    Loans”	means the following loans
	 	 	 
		(i)	Jutta
                                         Marketing Oy capital loan of EUR 49,666.67, plus accrued but unpaid interest (EUR 15,029.20
                                         as per 30 April 2019), and shareholder loan of EUR 36,333.00, plus accrued but unpaid
                                         interest (EUR 11,009.40 as per 30 April 2019) (the “Jutta Loans”);

        

        

	 	 	 
	 	(ii)	Joy
    Group Oy convertible loan of EUR 301,854.98, plus accrued but unpaid interest (EUR 86,456.77 as per 30 April 2019) (subordinated
    loan) (the “Joy Loan”);
	 	 	 
	 	(iii)	Magmax
    AB a subordinated vendor loan of EUR 1,500,000, plus accrued but unpaid interest (EUR 446,538.14 as per 30 April 2019) (the
    “Vendor Loan”);
	 	 	 
	 	(iv)	Sentica
    and Sentica Co-Investment convertible loans with total principal of EUR 8,898,145.02, plus accrued but unpaid interest (EUR
    1,803,162.56 as per 30 April 2019) (the “Sentica Loans”).



 


	“Owned
    Intellectual Property Rights”	means
    Intellectual Property Rights which the Group owns or exclusively licenses.
	 	 
	“Party”	has
    the meaning set out in the Parties section.
	 	 
	“Permits”	means
    permits, licenses, consents and other authorisations of public authorities and other regulatory bodies (public or non-public).
	 	 
	“Personnel”	has
    the meaning set forth in Section 4.12.2.
	 	 
	“Purchase
    Price”	has
    the meaning set forth in Section 2.1.
	 	 
	“Purchaser”	has
    the meaning set forth in the Parties Section.
	 	 
	“Restructuring”	means
    the restructuring of the Bond and sale and transfer of Other Loans and Shares to the Purchaser and cancellation of Option
    Rights in connection therewith pursuant to the Bond Transfer Agreement.
	 	 
	“Restructuring
    Date”	means
    a date when the Restructuring takes place pursuant to the Bond Transfer Agreement.
	 	 
	“Sellers”	has
    the meaning set forth in the Parties Section.
	 	 
	“Sellers’
    Knowledge”	means
    the actual knowledge of the Company’s board of directors and CEO.
	 	 
	“Shares”	has
    the meaning set forth in the Background Section.
	 	 
	“Statutes”	means
    any laws, regulations, decisions, ordinances or other statutes.
	 	 
	“Subsidiary”	means
    a direct or indirect subsidiary of the Company as set out in Appendix 4.5.
	 	 
	“Tax”	means
    any taxes, social security charges, statutory unemployment and pensions premiums, customs and other similar payments (including
    withholdings thereof) imposed by any tax or other authority (including statutory pension insurance institutions), including
    all penalties (including tax increases) and interests thereon.
	 	 
	“Warranties”	means
    the representations and warranties of the Sellers under Section 4 (Representations and Warranties of Sellers).


 


References
to Appendices and Sections means the Appendices and Sections of this Agreement. The words “include”, “includes”
and “including” shall be read “without limitation”. Unless the context otherwise requires, any reference
to any contract or Statutes is a reference to it as amended and supplemented from time to time. Reference to a “day”
or a number of “days” (other than Business Day) is a reference to a calendar day. Unless otherwise indicated, any
reference to a time is a reference to Helsinki (EET) time.


 






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1
SALE AND PURCHASE


 


1.1
Object


 


		1.1.1	Upon
                                         the terms and subject to the conditions set forth in this Agreement, the Sellers sell
                                         and the Purchaser purchases the Shares free and clear of any Encumbrances effective on
                                         the Closing Date.



 


1.2
Delivery and Transfer of Title


 


		1.2.1	The
                                         full and unrestricted ownership of and title to the Shares free and clear of any Encumbrances
                                         shall pass from the Sellers to the Purchaser at the Closing against payment of the Purchase
                                         Price pursuant to Section 2.2 and fulfilment and completion of the Closing procedures
                                         set forth in Section 3.4 (Deliveries at Closing).



 


2
Purchase Price and Payment of Purchase Price


 


2.1
Purchase Price


 


		2.1.1	The
                                         purchase price payable by the Purchaser to the Sellers for all the Shares shall be one
                                         (1) euro (the “Purchase Price”).



 


2.2
Payment of the Purchase Price


 


		2.2.1	The
                                         Parties acknowledge the payment and receipt of the Purchase Price on the Closing Date
                                         automatically upon completion of the Restructuring.



 


3
CLOSING


 


3.1
Closing


 


		3.1.1	The
                                         Closing takes place on the Closing Date on the same date as the closing of the Bond Transfer
                                         Agreement takes place or at other time and place as the Parties may agree upon. The Closing
                                         Date is the Restructuring Date provided that all the conditions precedent for the Closing
                                         set forth in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions
                                         Precedent of Purchaser) have been fulfilled or have been waived.



 


		3.1.2	The
                                         Parties shall use their respective best efforts to cause all necessary actions to be
                                         taken in order to fulfil all the conditions precedent set forth in Sections 3.2 (Conditions
                                         Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser) as promptly
                                         as possible and make all deliveries as set forth in Section 3.4 (Deliveries at Closing)
                                         timely and properly. Each Party shall promptly inform the other Party of the fulfilment,
                                         non-fulfilment or waiver of the conditions precedent set forth in Sections 3.2 (Conditions
                                         Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser).



 


		3.1.3	If
                                         the Closing has not taken place within 3 months from the date of this Agreement, either
                                         Party may terminate this Agreement provided, however, that the failure for the Closing
                                         to take place is not due to a breach of this Agreement by such Party. In case of such
                                         rescission, a Party is not entitled to any indemnification due to such termination under
                                         this Agreement or otherwise under law provided that the failure for the Closing to take
                                         place is not due to a breach of this Agreement by the other Party. In the event that
                                         this Agreement is rescinded pursuant to this Section 3.1.3, all further obligations of
                                         the Parties under this Agreement (other than pursuant to Section 7.2 (Confidentiality
                                         and Publicity) and Section 9 (Interpretation and Disputes)), terminate.



 






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3.2
Conditions Precedent of Sellers


 


		3.2.1	The
                                         Sellers’ obligation to consummate the transactions contemplated hereunder is subject
                                         only to the fulfilment (on or before the Closing Date) of each of the following conditions
                                         (to the extent not expressly waived by the Sellers):



 


		(i)	the
                                         Restructuring takes place in connection with the Closing; and



 


		(ii)	the
                                         Purchaser has performed in all material respects its obligations under this Agreement
                                         required to be performed by it on or prior to the Closing pursuant to the terms hereof.



 


3.3
Conditions Precedent of Purchaser


 


		3.3.1	The
                                         Purchaser’s obligation to consummate the transactions contemplated hereunder is
                                         subject only to the fulfilment (on or before the Closing Date) of the following conditions
                                         (to the extent not expressly waived by the Purchaser):



 


		(i)	the
                                         Restructuring takes place in connection with the Closing; and



 


		(ii)	the
                                         Sellers have performed in all material respects its obligations under this Agreement
                                         required to be performed by it on or prior to the Closing pursuant to the terms hereof
                                         (for the avoidance of doubt any possible breach of Warranties shall not be considered
                                         as non-performance of the Sellers’ obligation under this Section).



 


3.4
Deliveries at Closing


 


		3.4.1	At
                                         the Closing, and as a condition for the Closing, the following deliveries and actions
                                         shall take place:



 


		(i)	the
                                         Parties confirm the fulfilment or waiver, as the case may be, of the conditions precedent
                                         in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions Precedent
                                         of Purchaser);



 


		(ii)	the
                                         Sellers shall sell and transfer the Shares to the Purchaser;



 


		(iii)	the
                                         Restructuring takes place (including the sale of Other Loans and cancellation of Option
                                         Rights);



 


		(iv)	the
                                         Seller provides the result of the Bring Down of Disclosures to the Purchaser (in writing);



 


		(v)	the
                                         Purchaser delivers to the Sellers evidence of payment regarding transfer tax imposed
                                         on the transactions contemplated under this Agreement as set forth in Section 8.2.1 (Tax);



 


		(vi)	the
                                         Sellers deliver to the Purchaser the resignations set forth in Section 7.1 (Resignations);



 


		(vii)	the
                                         Parties confirm and acknowledge in writing the and the actions and deliveries at, and
                                         consummation of, the Closing; and



 


		(viii)	the
                                         Parties deliver any other document, condition, amount or matter reasonably required for
                                         to be produced, delivered, released, paid or fulfilled at the Closing.



 






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		3.4.2	All
                                         deliveries made and actions taken at the Closing will be considered to have occurred
                                         simultaneously as part of a single transaction and in the proper sequence, and no action
                                         will be considered to have been taken and no delivery will be considered to have been
                                         made until each of the above-mentioned actions and deliveries have been completed.



 


4
REPRESENTATIONS AND WARRANTIES OF SELLERS


 


4.1
General


 


		4.1.1	Prior
                                         to the date hereof, the Purchaser has been given an opportunity to conduct and the Purchaser
                                         has together with its professional advisors conducted the Due Diligence to the extent
                                         deemed appropriate by the Purchaser. For the purpose of the Due Diligence, the Purchaser
                                         and its professional advisors have been given access to and received access to the Disclosure
                                         Material.



 


		4.1.2	The
                                         Warranties, other than the Fundamental Warranties, are set out herein solely for the
                                         purposes of the Insurance Policy, and the Sellers shall have no liability for breach
                                         of the Warranties (other than the Fundamental Warranties). Having regard to the above
                                         and subject to what has been Fairly Disclosed, the Sellers represent and warrant to the
                                         Purchaser that the statements set forth below in this Section 4 are true and correct
                                         both on the date of this Agreement and at the Closing Date (except to the extent any
                                         Warranty refers to another date, in which case as of such other date).



 


		4.1.3	The
                                         Purchaser acknowledges and accepts with respect to any budgets, projections, forecasts
                                         or analyses made available by the Seller to the Purchaser, that (i) there are uncertainties
                                         inherent in attempting to make such budgets, projections, forecasts or analyses, (ii)
                                         it is familiar with such uncertainties, (iii) it is taking full responsibility for making
                                         its own evaluation of the adequacy and accuracy of all such budgets, projections, forecasts
                                         or analyses, and (iv) it shall have no claim against the Sellers with respect thereto.



 


4.2
Existence of Sellers and Validity


 


		4.2.1	Each
                                         corporate Seller is duly organized and validly existing under the laws of its incorporation.



 


		4.2.2	Each
                                         Seller is the legal owner of the respective Shares as set forth in Appendix A.
                                         Each Seller has the full right, power and authority to sell and transfer its Shares in
                                         accordance with the terms of this Agreement and the delivery to the Purchaser of the
                                         Shares pursuant to the provisions of this Agreement transfers the valid title to these
                                         Shares to the Purchaser free and clear of any Encumbrances at Closing.



 


		4.2.3	This
                                         Agreement is a valid and binding obligation of each Seller enforceable against it in
                                         accordance with its terms.



 


		4.2.4	No
                                         registration, authorisation, or approval or filing with any governmental authority, court,
                                         or other third party is necessary to enable each Seller to enter into, and to perform
                                         its obligations under, this Agreement. The execution of this Agreement and the consummation
                                         of the transactions contemplated hereby will not result in a violation or breach of any
                                         applicable Statutes, ruling or arbitral award of any government body, court or arbitral
                                         tribunal or obligation to which a Seller is bound.



 


4.3
Shares


 


		4.3.1	The
                                         Shares have been legally and validly issued, are fully paid and together with the Option
                                         Rights constitute (on a fully diluted basis) 100% of the issued shares and share capital
                                         of the Company.



 


		4.3.2	There
                                         are no other outstanding stock options, warrants, convertible loans or other special
                                         rights (in Finnish: erityinen oikeus) which would entitle any other than the Purchaser
                                         to any additional shares in the Company.



 


		4.3.3	The
                                         Company has not issued share certificates or interim share certificates for the Shares.



 






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4.4
Existence and Status of Company


 


		4.4.1	The
                                         Company is duly organised and validly existing under the laws of its jurisdiction of
                                         incorporation, with the requisite corporate power and authority to own and use its properties
                                         and assets and to carry on its business as currently conducted. The Company is duly qualified
                                         to transact business and is in good standing in each jurisdiction in which the failure
                                         to so qualify could be reasonably expected to result in a material adverse effect on
                                         the business, assets (including intangible assets), liabilities, financial condition,
                                         property, prospects or results of operations of the Company and the Subsidiaries, taken
                                         as a whole (a “Material Adverse Effect”).



 


4.5
Subsidiaries


 


		4.5.1	Each
                                         Subsidiary is duly organised and validly existing under the laws of its jurisdiction
                                         of incorporation, with the requisite corporate power and authority to own and use its
                                         properties and assets and to carry on its business as currently conducted. Each Subsidiary
                                         is duly qualified to transact business and is in good standing in each jurisdiction in
                                         which the failure to so qualify could be reasonably expected to result in a Material
                                         Adverse Effect.



 


		4.5.2	The
                                         Company does not own any shares or other ownership interest of material importance in
                                         legal persons other than the shares or other ownership interests in the Subsidiaries.



 


		4.5.3	All
                                         shares or other ownership interests in the Subsidiaries have been legally validly issued
                                         and are fully paid.



 


		4.5.4	There
                                         are no outstanding stock options, warrants, convertible loans or other rights which would
                                         entitle anyone other than the Company to any shares or other ownership interests in the
                                         Subsidiaries.



 


		4.5.5	Each
                                         Group Company has full corporate power to carry out its respective business.



 


4.6
Corporate Records and Documents


 


		4.6.1	True,
                                         complete and current copies of the articles of association and trade register extracts
                                         of each Group Company are included in the Data Room Material. No amendment is pending
                                         regarding any of the above-mentioned documents.



 


		4.6.2	The
                                         books and records of each Group Company exist, are in the possession of the respective
                                         Group Company, and are in all material respects duly and correctly kept, in each case,
                                         to the extent required by applicable Statutes, including the maintenance of an adequate
                                         system of internal controls.



 


4.7
Accounts


 


		4.7.1	Attached
                                         as Appendix 4.7.1 are true, correct and complete copies of the Accounts. The Accounts
                                         have been prepared in accordance with the Accounting Principles. The Accounts give a
                                         true and fair view of the results of the operations and financial condition of the Company,
                                         at such date and for such period. Except as set forth in the Accounts, neither the Company
                                         nor the Subsidiaries has any material liabilities or obligations, contingent or otherwise,
                                         other than (i) liabilities incurred in the Ordinary Course of Business subsequent to
                                         the Accounts Date; (ii) obligations under contracts and commitments incurred in the Ordinary
                                         Course of Business. The Company maintains a system of internal accounting controls sufficient
                                         to provide reasonable assurances that: (i) transactions are executed in accordance with
                                         management’s general or specific authorization; (ii) transactions are recorded
                                         as necessary in order to permit preparation of financial statements in accordance with
                                         Accounting Principles and to maintain accountability for assets; (iii) access to assets
                                         is permitted only in accordance with management’s general or specific authorization;
                                         and (iv) the recorded accountability for assets is compared with existing assets at reasonable
                                         intervals and appropriate action is taken with respect to any differences.



 






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4.8
Taxes


 


		4.8.1	Each
                                         Group Company:



 


		(i)	has
                                         filed the tax returns, reports and other notification in respect of Taxes, which are
                                         required to be filed with applicable tax or other authorities by the date of this Agreement,
                                         and such returns and reports were and remain correct, complete and accurate;



 


		(ii)	has
                                         made the appropriate withholdings and has paid to applicable authorities the Taxes required
                                         to be paid by the date of this Agreement and by the Closing Date; and



 


		(iii)	is
                                         not or will not be subject to any direct or indirect liability related to Taxes imposed
                                         or retroactively imposed on it for any period prior to the Closing Date under any fiscal,
                                         withholding, social security, customs, VAT or similar Statutes, exceeding the specific
                                         Tax provisions contained in the Accounts, excluding Tax arising in the Ordinary Course
                                         of Business after the Accounts Date.



 


		4.8.2	No
                                         Group Company has been granted any waiver or extension by any Tax authority of any period
                                         of limitation concerning the time of assessment or collection of any Taxes. There are
                                         no Tax audits currently pending against the Group.



 


4.9
Assets


 


		4.9.1	The
                                         Group has valid ownership to all the assets and rights, tangible or intangible (“Assets”),
                                         reflected as being owned in the Accounts, and to all such assets obtained after Accounts
                                         Date, except for those sold in the Ordinary Course of Business. Such assets are not subject
                                         to any Encumbrances, except as recorded in the Accounts or arising in the Ordinary Course
                                         of Business or by way of operation of applicable Statutes.



 


4.10
Premises


 


		4.10.1	The
                                         terms and conditions of all material lease agreements pursuant to which the Group leases
                                         premises have been Fairly Disclosed and such lease agreements are valid and binding in
                                         accordance with their respective terms. No Group Company is in breach of any such lease
                                         agreement and, to the Sellers’ Knowledge, none of the respective lessors is in
                                         breach of such lease agreement.



 


4.11
Agreements


 


		4.11.1	The
                                         terms and conditions of Group’s agreements and other arrangements are on arm’s
                                         length terms and in accordance with the Statutes. Neither the Company nor any Subsidiary
                                         is in breach of any of the Group’s agreements or other arrangements other than
                                         the Bond or any breach that could not reasonably be expected to result in a Material
                                         Adverse Effect.



 


		4.11.2	Except
                                         for agreements containing a confidentiality undertaking entered into in the Ordinary
                                         Course of Business, there are no agreements, commitments and other similar arrangements
                                         which explicitly and materially restrict or impair (e.g. through non-competition or other
                                         similar obligations) the current operations of the Group.



 


4.12
Employees


 


		4.12.1	The
                                         Disclosure Material includes information on the Key Employees to the extent permitted
                                         under the Statutes. The Disclosure Material indicates salaries, fringe benefits, pension
                                         entitlements, bonus or incentive schemes and similar entitlements of the Key Employees
                                         exceeding the requirement of mandatory law.



 


		4.12.2	The
                                         pension benefits of the Group’s current personnel (“Personnel”)
                                         are in accordance with, but not in excess of, that provided by mandatory laws in Finland.
                                         The pension insurance premiums have at all times been fully paid when due, and the pension
                                         liabilities are fully funded, and the Group has no liabilities thereunder related to
                                         the period prior to the Closing Date, except for liabilities arising in the Ordinary
                                         Course of Business.



 






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		4.12.3	The
                                         Group is in compliance in all material respects with its employment agreements and all
                                         applicable Statutes regarding employment related matters (including, but not limited
                                         to those related to employment practices, terms and condition, health and safety, collective
                                         bargaining agreements, wages and hours) with respect to its current and former personnel.



 


		4.12.4	There
                                         are currently no strikes, slowdowns, lockouts or similar actions, and to the Sellers’
                                         Knowledge there is no threat of such actions.



 


		4.12.5	No
                                         Key Employee has on or before the date of this Agreement been given a notice of termination.
                                         No Key Employee has on or before the date of this Agreement given notice of termination.



 


4.13
Intellectual Property


 


		4.13.1	The
                                         Owned Intellectual Property Rights are listed in Appendix 4.13.1. The Group owns
                                         or is the exclusive and perpetual licensee of the Owned Intellectual Property Rights.
                                         The Owned Intellectual Property Rights are valid and to the Sellers’ Knowledge,
                                         there exists no occurrences or circumstances that could affect the validity of any Owned
                                         Intellectual Property Rights. The Owned Intellectual Property Rights have, to the extent
                                         such Owned Intellectual Property Rights are capable of being registered, been duly registered
                                         in the relevant material jurisdictions.



 


		4.13.2	The
                                         Intellectual Property Rights owned or used by the Group do not violate or infringe any
                                         Intellectual Property Rights held by any third party, and, to the Sellers’ Knowledge,
                                         there is no threat of such violation or infringement. To the Sellers’ Knowledge,
                                         no Intellectual Property Rights owned or licensed to the Group are being infringed or
                                         threatened to be infringed.



 


		4.13.3	The
                                         Owned Intellectual Property Rights comprise all Intellectual Property Rights material
                                         to the operations of the Group as currently conducted. The Group owns or has sufficient
                                         licenses, or other rights, to all Intellectual Property Rights used in its operations
                                         as currently conducted.



 


4.14
Insurance


 


		4.14.1	The
                                         Group maintains directly insurance policies, which provide customary insurance coverage
                                         to the operations of the Group. All insurance premiums related to such insurance policies
                                         have been timely paid. Such insurance policies have been in force without interruptions
                                         and remain in force at least 90 days through the Closing Date. There is no material claim
                                         by the Group pending under any such insurance policies.



 


4.15
Compliance with Laws and Permits


 


		4.15.1	The
                                         Group is not in breach, default or any other violation of any applicable Statutes. Neither
                                         the Company nor any Subsidiary (i) is in violation in any material respect of any order
                                         of any court, arbitrator or governmental body, or (ii) is in violation in any material
                                         respect of any statute, rule or regulation of any governmental authority.



 


		4.15.2	All
                                         Permits necessary for the Group have been obtained and are, and have been, in full force
                                         and effect, and there are no currently existing violations of any such Permit, nor have
                                         such violations existed in the past. There is no pending action or threatened action
                                         which seeks the revocation of any such Permit.



 


		4.15.3	The
                                         execution and consummation of the transactions contemplated in this Agreement will not
                                         result in a violation or breach of or result in any changes to any Permit applicable
                                         to the Group.



 


		4.15.4	Neither
                                         the Sellers, the Company, nor any director, officer, employee, agent, contractor, consultant,
                                         or other person or entity associated with or acting on behalf of the Company, has directly
                                         or indirectly (a) made or offered to make any contribution, gift, bribe, rebate, payoff,
                                         influence payment, kickback, or other payment to any person, private or public, regardless
                                         of form, whether in money, property, or services (i) to obtain favorable treatment or
                                         an improper, illegal or unethical advantage in securing business for the Company, (ii)
                                         to pay for favorable treatment for business secured by the Company, (iii) to cause a
                                         government official to perform an official function, (iv) to obtain special concessions
                                         or for special concessions already obtained, for or in respect of the Company, or (v)
                                         in violation of applicable Statutes, or (b) established or maintained any fund or asset
                                         with respect to the Company that has not be recorded in the books and records of the
                                         Company in violation of applicable Statutes.



 






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4.16
Litigation and Claims


 


		4.16.1	There
                                         are no formal legal proceedings involving the Group as a party (including as an intervening
                                         party), nor is there to the Sellers’ Knowledge any threat of such legal proceedings.
                                         There is no outstanding judgement, ruling, arbitral award or other decision applicable
                                         on the Group or negatively affecting it.



 


		4.16.2	With
                                         the exceptions of non-material claims in the Ordinary Course of Business there is no
                                         complaint or other claim which has been presented by any third party (including authorities)
                                         against the Group nor is there to the Sellers’ Knowledge any threat of any such
                                         complaint or other claim.



 


4.17
No Conflicts


 


		4.17.1	The
                                         execution, delivery and performance of this Agreement by the Company and the consummation
                                         by the Company of the transactions contemplated hereby do not and will not (i) conflict
                                         with or violate any provision of the Company’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 the Company
                                         or any Subsidiary is a party or by which any property or asset of the Company or any
                                         Subsidiary 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 the Company or any Subsidiary is subject, or by which any property
                                         or asset of the Company or any Subsidiary 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.



 


4.18
Filings, Consents and Approvals.


 


		4.18.1	The
                                         Company 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 local or other governmental
                                         authority or other person in connection with the execution, delivery and performance
                                         by the Company of this Agreement, other than filings which may be required under applicable
                                         securities laws.



 


4.19
Brokers Fees.


 


		4.19.1	No
                                         fees or commissions will be payable by the Company to any broker, financial advisor or
                                         consultant, finder, placement agent, investment banker, or bank with respect to the transactions
                                         contemplated by this Agreement.



 


4.20
Accounts Receivable.


 


		4.20.1	The
                                         accounts receivable that are reflected on the Company’s balance sheet as of the
                                         Accounts Date and all accounts receivable arising thereafter and prior to the Closing
                                         Date arose and will arise from bona fide transactions in the ordinary course of business
                                         in arm’s length transactions and are carried in accordance with Accounting Principles,
                                         consistently applied in accordance with past practice.



 






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4.21
Changes.


 


		4.21.1	Except
                                         as contemplated hereby, since the Accounts Date there has not been:



 


		(i)	any
                                         material change in the assets, liabilities, financial condition or operating results
                                         of the Company (on a consolidated basis) from that reflected in the Accounts, except
                                         changes in the Ordinary Course of Business;



 


		(ii)	any
                                         damage, destruction or loss, whether or not covered by insurance, that would have a Material
                                         Adverse Effect;



 


		(iii)	any
                                         waiver or compromise by the Company or any Subsidiary of a valuable right or of a material
                                         debt owed to it;



 


		(iv)	any
                                         satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation
                                         by the Company or any Subsidiary, except in the ordinary course of business and the satisfaction
                                         or discharge of which would not have a Material Adverse Effect;



 


		(v)	any
                                         material change to a material contract or agreement by which the Company or any of its
                                         assets is bound or subject;



 


		(vi)	any
                                         material change in any compensation arrangement or agreement with any employee, officer,
                                         director or shareholder;



 


		(vii)	any
                                         mortgage, pledge, transfer of a security interest in, or lien, created by the Company
                                         or any Subsidiary, with respect to any of their respective material properties or assets,
                                         except liens for taxes not yet due or payable and liens that arise in the ordinary course
                                         of business and do not materially impair the Company’s or Subsidiary’s ownership
                                         or use of such property or assets;



 


		(viii)	any
                                         loans or guarantees made by the Company or any Subsidiary to or for the benefit of its
                                         employees, officers or directors, or any members of their immediate families, other than
                                         travel advances and other advances made in the Ordinary Course of Business;



 


		(ix)	any
                                         declaration, setting aside or payment or other distribution in respect of any of the
                                         Company’s capital stock, or any direct or indirect redemption, purchase, or other
                                         acquisition of any of such stock by the Company;



 


		(x)	any
                                         sale, assignment or transfer of any material Intellectual Property;



 


		(xi)	any
                                         receipt of notice from any supplier, distributor or customer of the Company that the
                                         Company is in breach of any agreement or that such supplier, distributor or customer
                                         of the Company is canceling, materially reducing or otherwise terminating its business
                                         with the Company or that it intends to cancel, reduce or otherwise terminate its relationship
                                         with the Company;



 


		(xii)	any
                                         receipt of notice that there has been a loss of, or material order cancellation by, any
                                         major customer of the Company;



 


		(xiii)	to
                                         the Sellers’ knowledge, any other event or condition of any character, other than
                                         events affecting the economy or the Company’s or any Subsidiary’s industry
                                         generally, that could reasonably be expected to result in a Material Adverse Effect;
                                         or



 


		(xiv)	any
                                         arrangement or commitment by the Company or any Subsidiary to do any of the things described
                                         in this Section 4.21.



 






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4.22
Environmental Laws.


 


		4.22.1	Neither
                                         the Company nor any Subsidiary has any liabilities under any Environmental Law, nor,
                                         to the Company’s knowledge, do any factors exist that are reasonably likely to give rise
                                         to any such liability, materially affecting any of the properties owned or leased by
                                         the Company or any Subsidiary. Neither the Company nor any Subsidiary has violated in
                                         any material respect any Environmental Law applicable to it now or previously in effect.
                                         For purposes of this Agreement, “Environmental Law” means any Statute relating
                                         to pollution or the protection, cleanup or restoration of the environment or natural
                                         resources, or to the public health or safety, or otherwise governing the generation,
                                         use, handling, collection, treatment, storage, transportation, recovery, recycling, discharge
                                         or disposal of hazardous materials.



 


4.23
No other Warranties


 


		4.23.1	The
                                         Parties specifically state and agree that the Sellers have not made, and the Purchaser
                                         has not relied on, any other express or implied representations and warranties regarding
                                         the Shares or the Group, than the Warranties contained in this Section 4.



 


5
REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


5.1
General


 


		5.1	The
                                         Purchaser hereby represents and warrants to the Sellers that the statements set forth
                                         below in this Section 5 are true and correct both on the date of this Agreement and at
                                         the Closing Date.



 


5.2
Existence of Purchaser and Validity


 


		5.2.1	The
                                         Purchaser is a corporation duly organised and validly existing under the laws of Nevada.
                                         This Agreement constitutes a valid and binding obligation of the Purchaser enforceable
                                         against it in accordance with its terms. A certified copy of the resolution of the Purchaser’s
                                         board of directors or other applicable authorised corporate body authorising the execution
                                         and consummation of this Agreement, including all transactions contemplated hereunder,
                                         is attached hereto as Appendix 5.2.1.



 


		5.2.2	No
                                         registration, authorisation, or approval or filing with any governmental authority or
                                         court is necessary to enable the Purchaser to enter into, and to perform its obligations
                                         under, this Agreement. The execution of this Agreement and the consummation of the transactions
                                         contemplated hereby will not result in a violation or breach of any applicable Statutes,
                                         ruling or arbitral award of any government body, court or arbitral tribunal or obligation
                                         to which the Purchaser is bound.



 


5.3
Financing


 


		5.3.1	Prior
                                         to the execution of this Agreement the Purchaser has secured necessary financing for
                                         the transactions contemplated under this Agreement and such financing will be readily
                                         available at Closing.



 


5.4
No Breach of Warranties


 


		5.4.1	On
                                         the date of this Agreement, the Purchaser is not aware of any facts or circumstances,
                                         which constitute a breach of any Warranty.



 


6
Sellers’ LIABILITY


 


6.1
Sellers’ Liability


 


		6.1.1	Subject
                                         to the provisions of this Agreement, including Section 6.2 (Insurance Policy),
                                         the Sellers shall, as a sole and exclusive remedy, compensate the Purchaser for any Losses
                                         actually suffered by the Purchaser as a direct result of any breach of this Agreement
                                         by the Sellers. Any indemnification paid by the Sellers to the Purchaser under this Agreement
                                         shall be construed as being a reduction of the Purchase Price.



 






    17 (24)


     


    

 


		6.1.2	The
                                         Sellers’ obligation to compensate the Purchaser for Losses under this Section 6
                                         shall be the sole and exclusive remedy to the Purchaser for Losses caused by a breach
                                         of this Agreement by the Sellers. No other remedy whatsoever, including remedies available
                                         under the Finnish Sale of Goods Act (355/1987, as amended) or any other Statute, including
                                         the right to withhold any payment, set-off any claim or receivable, or to rescind or
                                         terminate this Agreement is available to the Purchaser.



 


		6.1.3	The
                                         Sellers’ liability under this Agreement shall be several, not joint, and such liability
                                         shall be divided among the Sellers pro rata to the Purchase Price they actually
                                         receive. For avoidance of doubt, each Seller gives and is responsible for the Fundamental
                                         Warranties only for its own account.



 


6.2
Insurance Policy


 


		6.2.1	The
                                         Parties acknowledge that the Purchaser has obtained the Insurance Policy providing insurance
                                         coverage with respect to the Warranties as set out in the Insurance Policy.



 


		6.2.2	None
                                         of the Sellers is a party to the Insurance Policy and the Insurer is not a party to this
                                         Agreement. The Sellers and the Insurer have no rights or obligations against each other
                                         under this Agreement or the Insurance Policy.



 


		6.2.3	The
                                         Parties agree that the only remedy available to the Purchaser for a breach of the Warranties
                                         is an insurance claim against the Insurer under the Insurance Policy. Irrespective of
                                         whether the Insurance Policy is in force or not, and irrespective of whether the Claim
                                         of the Purchaser is covered by the Insurance Policy or nor, the Sellers have no liability
                                         whatsoever to the Purchaser under any of the Warranties, and the Warranties shall consequently
                                         not constitute any right for the Purchaser to make any claims against the Sellers for
                                         any breach of any Warranties, except in the event of fraud or wilful misconduct by the
                                         Sellers.



 


		6.2.4	For
                                         the sake of clarity, the Purchaser or any other person or party whatsoever shall have
                                         no right to make any claims against the Sellers regarding any retention amount or deductible
                                         under the Insurance Policy.



 


6.3
Limitation of Sellers’ Liability


 


		6.3.1	The
                                         Sellers’ liability under this Agreement shall be limited as follows:



 


		(i)	The
                                         aggregate amount of the compensation payable by the Sellers shall always be limited to
                                         the amount of the Purchaser Price.



 


		(ii)	The
                                         Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers
                                         shall not be liable for Losses to the extent the Purchaser could have mitigated those
                                         Losses by taking these steps.



 


		(iii)	In
                                         order to be valid, each Claim made by the Purchaser shall be made in writing as follows:



 


		(a)	each
                                         Claim shall state, with all relevant details, the specific grounds therefore and the
                                         amount claimed;



 


		(b)	each
                                         Claim shall, in order for such Claim to remain valid, be made within 90 days after the
                                         date on which the Purchaser becomes or should have become aware of the circumstances
                                         giving rise thereto;



 


		(c)	the
                                         Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings
                                         in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the
                                         Sellers’ receipt of the claim in case no agreement regarding such claim has been
                                         made prior to such date.



 






    18 (24)


     


    

 


		(iv)	The
                                         Seller shall only be liable for a losses which are covered by the definition of “Loss”.



 


		(v)	A
                                         Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in
                                         relation to this, unless and until such contingent Loss becomes an actual Loss and is
                                         due, payable and non-appealable. However, the Purchaser may, within the applicable expiry
                                         time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent
                                         Loss having arisen within said time period by stating all relevant details known at such
                                         time and specific grounds therefore in order to preserve its rights after such expiry.



 


		(vi)	If
                                         any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser
                                         or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount
                                         equivalent to actual tax saving.



 


		(vii)	No
                                         Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter
                                         Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s
                                         deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute
                                         an intentional breach or breach due to gross negligence by the Sellers.



 


		6.3.2	The
                                         Sellers’ liability for any breach of the Warranties shall in addition be limited
                                         as follows:



 


		(i)	The
                                         aggregate amount of the compensation shall not exceed EUR 6,000,000.



 


		(ii)	No
                                         compensation shall be made unless the aggregate amount of the Losses to be compensated
                                         under this Agreement amounts to EUR 250,000 (the “Basket”). If such
                                         Losses exceed the Basket, the indemnification shall be made for the amount exceeding
                                         the Basket. No individual Loss or group of related Losses which is less than EUR 25,000
                                         shall be taken into account when calculating the above-mentioned threshold.



 


		(iii)	Each
                                         Claim made by the Purchaser shall be made in writing as follows:



 


		(d)	each
                                         Claim shall state relevant details to the extent known at the time of the Claim;



 


		(e)	each
                                         Claim shall be made within reasonable time after the Purchaser becomes aware of the circumstances
                                         giving rise thereto; and



 


		(f)	no
                                         Claim shall be made after 24 months from the Closing Date, except for Claims due to breaches
                                         of (1) Fundamental Warranties, which Claims can be made for seven years from the Closing
                                         Date and (2) Section 4.8 (Taxes), which Claims can be made within seven years
                                         from the Closing Date. A Claim made with the then known specifics before the expiration
                                         of the aforementioned periods shall survive until such Claim is finally and fully resolved.



 


		(iv)	The
                                         Purchaser shall not be entitled to make any Claim to the extent that a provision or allowance
                                         for the matter of the Loss (whether as a specific reserve or as a general reserve) has
                                         been made in the Accounts, or the same is otherwise accounted for or reflected in the
                                         Accounts.



 


		(v)	No
                                         liability shall arise:



 


		(a)	if
                                         and to the extent that any Loss occurs as a result of any legislation which is not in
                                         force on the Closing Date, or which takes effect retroactively, or is due the change
                                         in the practices of governmental authorities;



 






    19 (24)


     


    

 


		(b)	if
                                         such Loss would not have arisen but for an event, act, omission or transaction carried
                                         out by the Purchaser (or its Affiliate or any entity deriving title from the Purchaser)
                                         after the Closing Date, provided, however, that such event, act, omission or transaction
                                         was not carried out (1) pursuant to a legally binding obligation of Purchaser or the
                                         Group incurred prior to Closing, (2) pursuant to an obligation imposed by any Statute,
                                         or (3) pursuant to this Agreement; nor



 


		(c)	as
                                         a result of any Loss for which the Purchaser would have the right to receive compensation
                                         under a policy of insurance. If such compensation has been or may be received after the
                                         Sellers have compensated the Purchaser, the Purchaser shall transfer or assign the amount
                                         of such compensation, or the right to receive it, to the Sellers.



 


		(vi)	The
                                         Purchaser shall make any and all Claims relating to any breach of the Sellers of any
                                         of the Warranties under the Insurance Policy, and shall have no right to make any such
                                         Claims against the Sellers, save for in case (i) a Claim arising out of the breach of
                                         the Fundamental Warranties to the extent a Loss relating to the Claim cannot be covered
                                         in full under the Insurance Policy (for the avoidance doubt in such case also limited
                                         by Section 6.3.1) or (ii) such Claim is the consequence of fraud or wilful misconduct
                                         by the Sellers as provided in Section 6.3.4 below.



 


		6.3.3	To
                                         the extent that a Claim, with respect to a Loss, has been satisfied under a provision
                                         of this Agreement, a Claim for indemnification or reimbursement for such Loss may not
                                         be made under any other provision of this Agreement.



 


		6.3.4	No
                                         limitations set forth in this Section 6.3 shall apply if the breach is due to Sellers’
                                         fraud or wilful misconduct.



 


7
ADDITIONAL UNDERTAKINGS


 


7.1
Resignations


 


		7.1.1	The
                                         Sellers shall cause the board members of the Group Companies to resign at the Closing
                                         from their positions as members of the board of directors or other similar governing
                                         bodies of each relevant Group Company by signing a resignation letter in the form of
                                         Appendix 7.1. Such persons shall state in the documents evidencing their resignation
                                         that they do not have any claims against any such Group Company based on such position.



 


		7.1.2	The
                                         Purchaser shall, to the extent possible under applicable law, cause each applicable ordinary
                                         shareholders’ meetings held after the Closing Date or other similar governing bodies
                                         of each relevant Group Company to discharge the persons who resigned pursuant to Section
                                         7.1.1 above from liability for their administration until the Closing Date.



 


		7.1.3	Purchaser
                                         shall (and shall cause the Company to) exculpate and hold harmless all past and present
                                         officers and directors of a Group Company other than in case the action(s) of such person
                                         would constitute (i) a wilful misconduct under the Finnish Companies Act, or (ii) fraud
                                         or similar criminal conduct.



 


7.2
Confidentiality and Publicity


 


		7.2.1	Each
                                         Party agrees not to disclose this Agreement or its contents to any third parties unless
                                         the other Party has given its consent to such disclosure, or if required to do so by
                                         Statutes or stock exchange rules. All press releases and other public relations activities
                                         of the Parties with regard to the transactions contemplated under this Agreement shall
                                         be mutually approved by the Sellers and the Purchaser in advance. Sentica and the Purchaser
                                         shall jointly agree on communications relating to the transactions contemplated by this
                                         Agreement, including any stock exchange releases.



 






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		7.2.2	However,
                                         the above-mentioned shall not apply to Confidential Information, which is or becomes
                                         generally available to the public other than as a result of a disclosure by the Parties.



 


7.3
Business between Signing and Closing


 


		7.3.1	During
                                         the period from the date of this Agreement until the Closing, the Sellers undertake (to
                                         the extent in their power) to cause the Group to conduct the business in the Ordinary
                                         Course of Business. In particular, and without limiting the generality of the foregoing
                                         and subject to any limitations arising from the competition Statutes, the Sellers undertake
                                         to cause the Group not to:



 


		(i)	change
                                         the articles of association;



 


		(ii)	increase
                                         in the indebtedness for borrowed money of the Group other than in the Ordinary Course
                                         of Business;



 


		(iii)	give
                                         any guarantees or place any collaterals other than in the Ordinary Course of Business;



 


		(iv)	enter
                                         into any agreement or transaction for the disposal or acquisition of any material properties
                                         and assets except in the Ordinary Course of Business;



 


		(v)	make
                                         any payment of dividends or group contribution or other distribution of assets (including,
                                         but not limited to repayment or redemption any of its share capital or other shareholders’
                                         equity);



 


		(vi)	make
                                         any change in any accounting practices; and



 


		(vii)	enter
                                         into any agreements, whether or not in writing, to do any of the foregoing.



 


		7.3.2	However,
                                         Section 7.3.1 above shall not limit the Sellers or the Group from taking any action (i)
                                         which has been approved by the Purchaser in writing, (ii) is based on the Sellers’
                                         or the Group’s existing obligation, (ii) is based on the Bond Transfer Agreement,
                                         (iv) which is required by Statutes, or (v) if not taking the action would on the reasonable
                                         opinion of the Company’s board have an adverse effect to the Group’s business
                                         (including customer or supplier relations) or creditors.



 


7.4
Waiver of Redemption Right and Consent to Transfer


 


		7.4.1	The
                                         Sellers shall at the Closing deliver to the Purchaser the minutes of a resolution by
                                         the board of directors of the Company confirming that the board of directors of the Company
                                         has given its consent to the acquisition of the Shares by the Purchaser and that the
                                         Company irrevocably waives its redemption right pursuant to the articles of association
                                         of the Company with respect to the Shares sold to the Purchaser.



 


7.5
Shareholders’ Agreements


 


		7.5.1	Each
                                         Seller confirms that the shareholders’ agreement relating to the Company entered into
                                         by such Seller and the Company shall terminate automatically when all deliveries have
                                         been made and all actions have taken place at the Closing in accordance with Section
                                         3.4 (Deliveries at Closing) and each Seller further confirms that it does not
                                         have any claims against any other party (including the Company) to such shareholders’
                                         agreement following the termination.



 






    21 (24)


     


    

 


8
MISCELLANEOUS


 


8.1
Notices


 


		8.1.1	All
                                         notices, demands, claims or other communication under this Agreement to the Parties shall
                                         be in the English language and are considered to have been duly given or made when delivered
                                         in writing by first class mail, email as high priority and always swiftly followed by
                                         first class mail or a courier to the party in question as follows (or in such other manner
                                         as the respective Party may hereafter specify in writing to the other Parties):



 


If
to the Sellers: to the addresses set forth in Appendix (A);


 


with
a copy to (which copy shall not constitute a notice): Borenius Attorneys Ltd, Eteläesplanadi 2, FI-00130 Helsinki, email:
johannes.piha@borenius.com; to the attention of Johannes Piha.


 


If
to the Purchaser: Celsius Holdings, Inc., 2424 N. Federal Highway, Suite 208, Boca Raton, Florida 33431; email: jfieldly@celsius.com;
to the attention of John Fieldly, CEO;


 


with
a copy to (which copy shall not constitute a notice): Gutierrez Bergman Boulris, PLLC, 901 Ponce de Leon Blvd, Suite 303, Coral
Gables, Florida 33134; email: dale.bergman@gbbpl.com; to the attention of Dale Bergman, Esq.


 


		8.1.2	Notices
                                         and other communication will be deemed to have been received by the relevant Party (a)
                                         on the fourth (5th) Business Day after the day of mailing if sent by first class mail;
                                         (b) on the next day of transmission if sent by email on high priority (and absent of
                                         any transmission error); or (c) on the day when received if sent by a courier.



 


8.2
Assignment


 


		8.2.1	This
                                         Agreement and the rights and obligations specified herein are binding upon and inure
                                         to the benefit of the Parties and may not be assignable by either Party. Notwithstanding
                                         the foregoing Celsius Holdings, Inc. shall have the right to nominate a fully owned subsidiary
                                         of Celsius Holdings, Inc. as the Purchaser (the “Designated Transferee”)
                                         as set out in the Parties-Section of the Agreement. In case of such assignment, Celsius
                                         Holdings, Inc. shall (together with the Designated Transferee) remain liable for all
                                         the obligations transferred to the Designated Transferee under this Agreement and 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.



 


8.3
Tax


 


		8.3.1	The
                                         Purchaser shall pay all applicable transfer taxes incurred in connection with the transactions
                                         under this Agreement. The Purchaser shall pay the transfer tax imposed on the transactions
                                         contemplated hereunder pursuant to the Finnish Act on Transfer Tax (931/1996, as amended)
                                         at the Closing in immediately available funds into the Finnish tax authorities’
                                         applicable bank account, and the Purchaser shall deliver to the Sellers documentation
                                         evidencing such payments.



 


		8.3.2	Each
                                         Party bears their own Taxes relating to the transactions contemplated in this Agreement.



 


8.4
Costs


 


		8.4.1	Each
                                         Party shall bear its own costs unless otherwise agreed in the Bond Transfer Agreement.



 


9
INTERPRETATION AND DISPUTES


 


9.1
Integration and Drafting


 


		9.1.1	This
                                         Agreement represents the whole agreement between the Parties with respect to the transfer
                                         of Shares and supersedes all prior negotiations, understandings and agreements relating
                                         to the subject matter hereof. This Agreement is construed as having been mutually drafted
                                         by the Parties without regard to any actual division of responsibility in the drafting
                                         hereof.



 


9.2
Provisions Severable


 


		9.2.1	If
                                         any part of this Agreement or any transaction contemplated herein (partly or in whole)
                                         is held to be invalid or unenforceable, such determination will not invalidate any other
                                         provision of this Agreement or other transactions contemplated herein, unless the deletion
                                         of such provision or provisions would result in such a material change so as to cause
                                         the transactions contemplated herein to be manifestly unreasonable.



 






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9.3
Headings


 


		9.3.1	The
                                         headings, table of contents and list of appendices of this Agreement are for convenience
                                         only and shall not in any manner affect or limit the meaning or interpretation of the
                                         provisions of this Agreement.



 


9.4
Amendments


 


		9.4.1	Any
                                         amendments to this Agreement shall be agreed upon in writing by all Parties. Any claim
                                         based on an oral or implied amendment shall be deemed void.



 


9.5
Governing Law and Disputes


 


		9.5.1	This
                                         Agreement is governed by and construed in accordance with the laws of Finland without
                                         regard to its conflict of laws rules and principles or private international law, excluding
                                         the Finnish Sale of Goods Act.



 


		9.5.2	Any
                                         dispute, controversy or claim arising out of or relating to this Agreement, or the breach,
                                         termination or validity thereof, shall be finally settled by arbitration in accordance
                                         with the Arbitration Rules of the Finland Chamber of Commerce by three arbitrators. The
                                         place of arbitration shall be Helsinki, Finland, and the arbitration proceedings shall
                                         be conducted in the English language, but evidence may be submitted also in Finnish or
                                         Swedish and witnesses heard in any of the said languages. The Emergency Arbitrator provisions
                                         shall not apply.



 


[Signatures
on the following page]



 






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10
COUNTERPARTS


 


		10.1.1	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.


 





	 	
        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:	 
	Title:	By
    proxy	 	Title:	 


 





	 	ANTTI PIRINEN    
	 	CIRCUMFILIA LIMITED    
	 	jani uusi-ristaniemi    
	 	robin lybeck    
	 	thorsten brandt    
	 	TEEMU TOLONEN    
	 	TOMMI VIRTANEN    
	 	Each represented by power of attorney by Sentica Buyout IV GP Oy representing Sentica Buyout IV Ky and Sentica Buyout IV Co-Investment Ky as their general partner




 


	 	/s/
    Mika Uotila	 	 	 
	Name:	Mika
    Uotila	 	Name:	 
	Title:	By
    proxy	 	Title:	 


 


	 	Celsius
    Holdings, Inc.	 	 	 
	 	 	 	 	 
	 	/s/
    John Fieldly	 	 	 
	Name:	John
    Fieldly	 	Name:	 
	Title:	Chief
    Executive Officer	 	Title:	 


 


 


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