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
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”).
