CELSIUS HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●] Debt Securities INDENTUREIndenture • December 27th, 2018 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Nevada
This INDENTURE, dated as of [●], 20 , is entered into by and between Celsius Holdings, Inc., a Nevada corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2007 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 22, 2007, by and between Celsius Holdings, Inc., a Nevada corporation, (the "Company"), and Fusion Capital Fund II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
CELSIUS HOLDINGS, INC. 6,518,267 Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York
Celsius Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell, and each person or entity (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”) identified as a Selling Stockholder in Schedule C annexed hereto, proposes to sell, to the underwriters (the “Underwriters”), for whom each of UBS Securities LLC and Jefferies LLC are acting as representatives (each, a “Representative” and collectively, the “Representatives”), an aggregate of 6,518,267 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company, of which 1,000,000 Firm Shares are to be issued and sold by the Company and an aggregate of 5,518,267 Firm Shares are to be sold by the Selling Stockholders, pursuant to this underwriting agreement (this “Agreement”). The number of Firm Shares to be sold by the Selling Stockholders is the number of Firm Shares set forth opposite the names of the Selling Stockholders in Schedule C annexed her
900,000 Units CELSIUS HOLDINGS, INC. Each Unit consisting of Four Shares of Common Stock and One Warrant, each to Purchase One Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2010 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York
CELSIUS HOLDINGS, INC, a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined below) an aggregate of (i) 3,600,000 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 900,000 shares of Common Stock (the “Warrant Shares”) pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”). The Shares and Warrants shall be sold in units (each a “Unit”), each Unit consisting of four (4) Shares and one (1) Warrant, each to purchase one (1) Warrant Share at the exercise price per share specified in the Prospectus (as defined below). The Shares and the Warrants shall be issued separately and shall be transferable separately immediately upon issuance. The Warrants will be issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be entered into by and between the Company and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2009 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 8, 2009 (this Agreement”), is by and between Celsius Holdings, Inc., a Nevada corporation (the “Company”), and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company (“Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2008 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • California
Securities Purchase Agreement dated as of December 19, 2007 (this “Agreement”) by and between Celsius Holdings, Inc., a Nevada corporation, with principal executive offices located at 140 NE 4th Avenue, Suite C, Delray Beach, Florida 33483 (the “Company”), and Golden Gate Investors, Inc. (“Holder”).
ContractConvertible Debenture • January 9th, 2008 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2008 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
THIS SECURITIES PURCHASE AGREEMENT, dated as of December 12, 2008 (this “Agreement”), is by and between CELSIUS HOLDINGS, INC., a Nevada corporation (the “Company”), and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company (“Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
WHEREAS, Employer is actively engaged in the business of a manufacturing and distributing of non-alcoholic beverages; and,
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2024 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of February 2, 2024 with the effective date as of January 1, 2024 (the “Effective Date”), by and between CELSIUS HOLDINGS, INC., a Nevada corporation (the “Company”) and JARROD LANGHANS (“Executive”). The Company and Executive are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2010 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Employment Agreement is made on this 20th day of January 2010 between Celsius Holdings, Inc. (“Employer”) and Geary W. Cotton (“Employee”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • December 19th, 2018 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made and entered into as of December 12, 2018 (“Effective Date”), by and between GRIEG INTERNATIONAL LIMITED (“Lender”), and CELSIUS HOLDINGS, INC., a Nevada corporation (“Borrower”).
AND HOLLADAY STOCK TRANSFER Warrant AgentWarrant Agreement • November 21st, 2005 • Vector Ventures Corp. • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Nevada
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for reference as of ____________, 2007 by and among Celsius Holdings, Inc., a Nevada corporation (the "Corporation") and Investa Capital Partners, Inc. ("Investa"), those subscribers of the Private Placement whose names and signatures appear on the signature pages hereto (the "Subscribers"), John T. Nugent ("Nugent"), Anthony J. Baudanza ("Baudanza"), and Gregory T. Horn ("Horn") (the parties other than the Corporation may be referred to as "holders" or individually as a "holder").
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Employment Agreement to be effective as of the 1st day of January, 2017 between Celsius Holdings, Inc. (“Employer”) and John Fieldly (“Employee”).
This Employment Agreement is made on this 19th day of January 2007 between ELITE FX, INC. ("Employer") and Jan Norelid ("Employee").Employment Agreement • July 16th, 2007 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
WHEREAS, Employer is actively engaged in the business of a manufacturing and distributing of non-alcoholic beverages; and,
ContractRestricted Stock Grant Agreement • August 6th, 2024 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 13th, 2010 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Loan and Security Agreement (hereinafter called "Agreement") is between CELSIUS HOLDINGS, INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. whose address is 140 N.E. 4th Avenue, Suite C, Delray Beach, Florida 33483 (hereinafter called "Debtor”) and CD FINANCIAL, LLC, a Florida limited liability company (hereinafter called "Secured Party").
Investa WarrantWarrant Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Nevada
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CELSIUS HOLDINGS, INC., CELSIUS, INC., ELITE FX, INC. AND THE OTHER PARTIES SIGNATORY HERETO Dated as of January 24, 2007Merger Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of January 24, 2007, by and among Celsius Holdings, Inc., a Nevada corporation ("Parent"), Celsius, Inc., a Nevada corporation and wholly-owned subsidiary of Parent ("Sub"), Elite FX, Inc., a Florida corporation (the "Company"), Steve Haley (the "Indemnifying Officer") and, with respect to Article 7 and Article 9 only, and Steve Haley as securityholder agent ("Securityholder Agent"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 10.
WARRANT AGREEMENTWarrant Agreement • February 8th, 2010 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York
Agreement made as of February __, 2010 between CELSIUS HOLDINGS, INC., a Nevada corporation, with offices at 140 NE 4th Avenue, Suite C, Delray Beach, FL 33483 (“Company”), and INTERWEST TRANSFER COMPANY, INC., a Utah corporation, with offices at 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117 (“Warrant Agent”).
Exhibit 99.1 STOCK SUBSCRIPTION AGREEMENT VECTOR VENTURES CORP. TO: BOARD OF DIRECTORS: 1. Subscription. The undersigned hereby subscribes to purchase ___________ Units (the "Units"), consisting of one share of Common Stock, par value $.001 (the...Stock Subscription Agreement • November 21st, 2005 • Vector Ventures Corp. • Nevada
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 28th, 2016 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Loan and Security Agreement (hereinafter called "Agreement") is between CELSIUS HOLDINGS, INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. whose address is 140 N.E. 4th Avenue, Suite C, Delray Beach, Florida 33483 (hereinafter called "Debtor") and CD FINANCIAL, LLC, a Florida limited liability company (hereinafter called "Secured Party").
ContractConvertible Note • November 12th, 2009 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
ADDENDUM TO REGISTRATION RIGHTS AGREEMENTSRegistration Rights Agreement • November 19th, 2009 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters
THIS ADDENDUM dated as of November 16, 2009 shall modify those certain registration rights agreements referenced herein by and between CELSIUS HOLDINGS, INC., a Nevada corporation (the “Company”) and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company (the “Investor”).
Stock Purchase AgreementStock Purchase Agreement • April 7th, 2008 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
THIS STOCK PURCHASE AGREEMENT ("Stock Agreement") is made and entered into as of this 28th day of March 2008, (“Effective Date”) by and between Joseph and Gionis, LLC ("J & G"), a California limited liability corporation of the State of California, and CELSIUS, INC. a Nevada Corporation located in the State of Florida and Celsius Holdings, Inc. a Nevada Corporation located in the State of Florida (CELSIUS, INC. and Celsius Holdings, Inc. are hereby referred to as “Celsius”); Celsius and J & G may be collectively referred to as “parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 10th, 2009 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Loan and Security Agreement (hereinafter called "Agreement") is between CELSIUS HOLDINGS, INC., a Nevada Corporation, authorized to do business in Florida as CELSIUS PRODUCTS HOLDINGS, INC. (“Borrower”), CELSIUS, INC., a Nevada corporation, authorized to do business in Florida as CELSIUS PRODUCTS, INC., (“Celsius Products”) whose address is 140 N.E. 4th Avenue, Suite C, Delray Beach, Florida 33483 (hereinafter Borrower and Celsius Products are hereinafter individually and collectively called "Grantor”) and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company (hereinafter called "Lender").
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 19th, 2016 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2015, is made by and among CELSIUS HOLDINGS, INC., a Nevada corporation (the “Company”) and the parties named on Schedule 1.2 hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Horn Stock Grant AgreementStock Grant Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
This ___ day of January, 2007, Celsius Holdings, Inc. (the "Company") hereby grants to Gregory T. Horn (hereafter, "you" or "Grantee") shares of the Company's common stock (the "Shares"), pursuant to the terms and conditions of this Stock Grant Agreement (the "Grant").
CELSIUS HOLDINGS, INC. (a Nevada corporation) Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2019 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York
Contract10% Unsecured Note • November 20th, 2006 • Vector Ventures Corp. • Metal mining
THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.
STOCK GRANT AGREEMENT ADDENDUM 1Stock Grant Agreement • May 15th, 2007 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
Whereas Elite FX, Inc and Jan Norelid entered into a stock grant agreement on January 19, 2007, a copy of which is attached hereto as Exhibit A (the “Grant Agreement”).
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2017 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Florida
This Consulting Agreement is made on this 1st day of March, 2017 (the “Effective Date”) between Celsius Holdings, Inc. (the “Company”) and Gerry David (“Consultant”).
FORM OF NOTESecured Note • November 26th, 2008 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters
THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.
CELSIUS HOLDINGS, INC. OBSERVATION RIGHTS AND TERMINATION AGREEMENTObservation Rights and Termination Agreement • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
This Agreement dated as of January ___, 2007 is entered into by and among Celsius Holdings, Inc., a Nevada corporation (the "Company"), and John T. Nugent and Anthony J. Baudanza (the "Observers" collectively or the "Observer" individually).
