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,
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").
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.
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. 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).
