|
Exhibit 10.1
CONVERTIBLE NOTE
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.
8% UNSECURED CONVERTIBLE NOTE
THIS
Note is one of a duly authorized issue US $250,000.00 of
CELSIUS HOLDINGS, INC., a corporation organized and existing
under the laws of the State of Nevada (" Celsius ")
designated as its 8% Unsecured
Convertible Note.
FOR
VALUE RECEIVED, Celsius promises to pay to CD Financial, LLC.,
the registered holder hereof (the " Holder "), the
principal sum of Two Hundred and Fifty Thousand United States
Dollars (US $250,000) together with interest on the unpaid
principal sum from the date hereof stated below as provided
herein. After an Event of Default, interest will
accrue on the unpaid principal balance at the then current
statutory interest rate provided under Florida law. The
principal of this Note and interest are payable in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts, at the address last appearing on the Note Register of
Celsius as designated in writing by the Holder from time to
time. Celsius will make payments when due to the registered
holder of this Note and addressed to such holder at the last
address appearing on the Note Register at such time payment is
made.
This
Note is subject to the following additional
provisions:
1. Celsius
shall be entitled to withhold from all payments of principal
of this Note, and any interest due on this Note any amounts
required to be withheld under the applicable provisions of the
United States income tax laws or other applicable laws at the
time of such payments, and Holder shall execute and deliver
all required documentation in connection
therewith.
2. This
Note has been issued subject to investment representations of
the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of
1933 , as amended (the " Act "), and other
applicable state and foreign securities laws. In the event of
any proposed transfer of this Note, Celsius may require, prior
to issuance of a new Note in the name of such other person,
that it receive reasonable transfer documentation including
legal opinions that the issuance of the Note in such other
name does not and will not cause a violation of the Act or any
applicable state or foreign securities laws. Prior to due
presentment for transfer of this Note, Celsius and any agent
of Celsius may treat the person in whose name this Note is
duly registered on Celsius' Note Register as the owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note be overdue,
and neither Celsius nor any such agent shall be affected by
notice to the contrary.
3. Except
as provided by law, no recourse shall be had for the payment
of the principal of, or the interest on, this Note, or for any
claim based hereon, or otherwise in respect hereof, against
any incorporator, shareholder, officer or director, as such,
past, present or future, of Celsius, all such liability being,
by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
4. The
Holder of the Not
|
