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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 $750,000.00 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 Seven Hundred and Fifty Thousand United
States Dollars (US $750,000) 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 Note, by acceptance hereof, agrees that this
Note is being acquired for investment and that such Holder
will not offer, sell or otherwise dispose of this Note except
under circumstances which will not result in a violation of
the Act or any applicable state Blue Sky or foreign laws or
similar laws relating to the sale of securities.
5. This
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