Stock Purchase Agreement
THIS STOCK PURCHASE
AGREEMENT ("Stock Agreement") is made and entered into as of this 28th day of
March 2008, (“Effective Date”) by and between Xxxxxx and Xxxxxx, 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”.
WHEREAS,
J & G is the Celsius Exclusive Distributor for the Middle East as under the
Distribution Agreement between J & G and Celsius dated March 15, 2007 for
the product line of Celsius;
WHEREAS,
Celsius is interested in obtaining financing for operations;
WHEREAS,
J & G desires to assist Celsius with financing and distribution
internationally;
NOW,
THEREFORE, for and in consideration of the mutual promises set forth herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties do hereby agree as follows:
I. Respective Covenants and
Promises
Both J
& G and Celsius hereby agree to the following covenants and
promises:
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(A).
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Immediately
upon execution of this Stock Agreement, Celsius Holdings, Inc. shall issue
one-million (1,000,000) unregistered Celsius Holdings, Inc. shares of
common stock (“Common Stock”) to J & G for a total consideration of
$100 (one hundred dollars).
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(B).
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Immediately
upon execution of this Stock Agreement, Celsius Holdings, Inc. agrees to
sell, and J & G agrees to buy, nine-million (9,000,000) of
unregistered Celsius Holdings, Inc. shares of Common Stock for a total
price of five-hundred thousand dollars ($500,000.00
USD);
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(1).
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J
& G shall pay to Celsius one-hundred thousand dollars ($100,000.00) of
the total five-hundred thousand dollars ($500,000.00 USD) price for the
nine-million (9,000,000) unregistered Celsius Holdings, Inc. shares of
Common Stock; the remaining four-hundred thousand dollars ($400,000.00)
shall be paid to Celsius within seven (7) working days from Monday, Xxxxx
00, 0000.
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XX
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XX
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XX
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Celsius
Holdings
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Celsius
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J
& G
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1
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(C).
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Concurrent
upon the occurrence of section I (B) supra ($500,000.00 USD stock
purchase) Celsius Holdings, Inc. agrees to immediately issue to J & G
a warrant with the right to purchase a total of seven-million (7,000,000)
unregistered Common Stock at an exercise price per share equal to 110% of
Volume Weighted Average Price (VWAP) for the prior five trading days from
the effective date of this Agreement; such warrant shall immediately vest
and shall expire on the anniversary date three (3) years from the
effective date of this Stock Agreement. Form of warrant shall be provided
by Celsius and shall be attached as exhibit
A.
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(D).
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J
& G shall additionally receive seven-hundred fifty-thousand (750,000)
unregistered shares of Celsius Holdings, Inc. common stock immediately
upon the occurrence of either (i) three increments of 250,000 shares each
for every $500,000 of Product purchased by J & G; or (ii) upon the
common stock reaching $0.45 (forty-five cents) or greater for a period of
5 trading days, whichever occurs
first.
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(E).
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Immediately
upon the occurrence of section I (B) supra ($500,000.00 USD stock
purchase) Xxxxxxx X. Xxxxx agrees, as a shareholder and/or as a member of
the Board of Directors of Celsius Inc. to vote for the affirmation or
appointment of a member of the J & G organization or their designee,
as member of the Board of Directors of the Celsius Holdings, Inc. in
accordance with the By-laws
thereof.
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II. General
Provisions
Both J & G and Celsius hereby agree
to the following general provisions:
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(A).
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Assignment. This
Stock Agreement may not be assigned by either party, in whole or in part,
except upon the mutual agreement of the parties which shall be consented
to in writing.
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(B).
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Governing Law and
Venue. This Stock Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida
and any pertinent and applicable federal
law.
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(C).
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Notices. Any
notice under this Stock Agreement will be valid and effective only if
given by written instrument which is either personally delivered or
delivered via international overnight courier (e.g., Fed Ex or DHL), or
delivered via registered or certified mail, postage prepaid, return
receipt requested addressed as
follows:
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If to
Celsius: Celsius,
Inc.
Attn:
Xxxxxxx X. Xxxxx
000 XX 0xx Xxxxxx,
Xxxxx x
Xxxxxx Xxxxx, Xxxxxxx
00000
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SH
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SH
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TJ
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Celsius
Holdings
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Celsius
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J
& G
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2
With copy
to: Xxxxxx
& Xxxxxx, LLP
0000 Xxxxxx Xxxxx Xxxxxxx, XX, Xxxxx
000
Xxxx
Xxxxx, Xxxxxxx 00000
Attn:
Xxxx X. Xxxxxx
If to J
&
G: Xxxxxx
and Xxxxxx, LLC
Attn: Xx. Xxxxxx X. Xxxxxx
0000 Xxxxxx Xxxxx #000
Xxxxxxx Xxxxx, Xxxxxxxxxx
00000
Any
notice, claim, demand, request or other communication given as provided herein,
if given personally or by international courier (Fed Ex. or DHL), will be
effective upon delivery; and, if given by mail, shall be effective upon
confirmation of the return receipt requested delivery date. Either party may
change the address at which it is to be given notice by giving written notice to
the other party as provided herein.
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(D).
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Entire Agreement. This Stock Agreement sets forth the entire and final agreement and understanding of the parties with respect to the subject matter of this Stock Agreement. Any and all prior agreements or understandings, whether written or oral, with respect to the subject matter of this Stock Agreement, are hereby terminated, ab initio. Any terms or conditions which may be different from, or in addition to those agreed to and set forth in this Stock Agreement, are expressly objected to and will not be binding upon either party unless mutually agreed to in writing. |
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(E).
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Waiver. No
waiver, forbearance or failure by any party of its right to enforce any
provision of this Stock Agreement will constitute a waive or estopel of
such party's right to enforce any other provision of this Stock Agreement
or such party's right to enforce such provision in the
future.
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(F).
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Integration. All
recitals and exhibits referred to in this Stock Agreement are an integral
part of this Stock Agreement and are incorporated in this Stock Agreement
by this reference as though at this point are set forth in
full.
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(G).
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Further
Assurances. Each party will do such further acts,
including executing and delivering additional agreements or instruments as
the other may reasonably require, to consummate, evidence or confirm the
agreements contained in this Stock
Agreement.
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(H).
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Survival. Upon
any sale, merger, consolidation, acquisition or any other form of
reorganization of either CELSIUS, INC. or Celsius Holdings, Inc., this
Stock Agreement and the original Distribution Agreement of March 2007
shall survive and remain valid, legally enforceable and effective in
respect to each and every of their provisions and
terms.
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SH
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SH
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TJ
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Celsius
Holdings
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Celsius
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J
& G
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3
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(I).
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Counterparts. This
Stock Agreement may be executed in separate counterparts, each of which
shall be deemed an original and, when executed separately or together,
shall constitute a single original instrument, effective in the same
manner as if the parties have executed one and the same
instrument.
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IN
WITNESS WHEREOF, Celsius and J & G, by their respective duly authorized
officers or representatives, have executed and delivered this Stock Agreement on
the date first above written with the intent to be legally bound by this Stock
Agreement.
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CELSIUS,
INC.
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XXXXXX
AND XXXXXX, LLC
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By:___/s/
Xxxxxxx Haley_______
Xxxxxxx
Xxxxx, President/CEO
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By:______/s/
Xxxxxx X. Gionis_______
Xx.
Xxxxxx X. Xxxxxx, President / CEO
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Date: 3/27/08
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Date: 3/27/08
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Celsius
Holdings, INC.
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By:___/s/
Xxxxxxx Haley__________
Xxxxxxx
Xxxxx, President/CEO
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Date: 3/27/08
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Notary:
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XXXXXXXXX
XXXX
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COMM
#1755973
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/s/
Xxxxxx X Xxxxx
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Notary
Public * California
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Orange
County
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Notary
Public-State of Florida
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Comm.
Exp July 8, 0000
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Xxxxxx X. Xxxxx
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Xxxxxxxxxx #
XX0000000
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Expires Dec. 10,
0000
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XXXXXX
XXXX XXXXXXXX XXXXXXX XX, INC.
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SH
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SH
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TJ
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Celsius
Holdings
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Celsius
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J
& G
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4
