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Exhibit 10.12
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 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) on April 16, 2008 (the " Maturity Date
"). This note shall bear eight (8) percent simple
interest through the Maturity Date and is payable on the
Maturity Date. In an Event of a Default, interest will accrue
on unpaid balance, if any, at the then current statutory
interest provided under Florida law. The principal payment 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 pay the principal, less any amounts required by law to be
deducted, 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. The forwarding of such
check shall constitute a payment of principal hereunder and
shall satisfy and discharge the liability for principal on
this Note to the extent of the sum represented by such check
plus any amounts so deducted.
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 post-Maturity 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. No
recourse shall be had for the payment of the principal
of,
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