ADDENDUM TO REGISTRATION RIGHTS AGREEMENTS
Exhibit
10.28
ADDENDUM
TO REGISTRATION RIGHTS AGREEMENTS
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”).
WHEREAS,
the Company and Investor entered into certain registration rights agreements as
more fully described herein, and
WHEREAS,
the Company and Investor wish to amend the said registration rights agreements
pursuant to the terms and conditions of this Addendum.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. The
Company and Investor hereby agree to modify each of the following
agreements:
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a.
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Registration
Rights Agreement dated August 8,
2008;
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b.
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Registration
Rights Agreement dated December 12, 2008;
and
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c.
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Registration
Rights Agreement dated September 8,
2009
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(collectively,
the “Registration Rights Agreements”) as follows:
The term
“Filing
Deadline” shall mean thirty (30) days from written request from the
Investor to file a Registration Statement.
The term
“Registration
Deadline” means one hundred eighty (180) days after the Filing Deadline
date.
2. Notwithstanding
any contrary term in any of the Registration Rights Agreements, Investor may
make multiple requests to the Company to file Registration Statements each of
which may contain any number of shares determined by the Investor in its sole
discretion.
3. All
other terms and conditions remain the same.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have duly caused this Addendum to be
executed and delivered on the date first above written.
By: /s/ Jan
Norelid
Name: Jan Norelid
Title: Chief Financial
Officer
CDS
VENTURES OF SOUTH FLORIDA, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager