Exhibit 10.1
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.
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No. 11-2009
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US $1,000,000
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CELSIUS HOLDINGS,
INC.
6% UNSECURED NOTE
This Note is one of a duly
authorized issue US $1,000,000.00 of CELSIUS HOLDINGS, INC., a
corporation organized and existing under the laws of the State of
Nevada (" Celsius ") designated as its 6% Unsecured
Note.
FOR
VALUE RECEIVED, Celsius promises to pay to CD Financial, LLC., the
registered holder hereof (the " Holder "), the principal sum
of One Million United States Dollars (US $1,000,000) together with
interest on the unpaid principal sum at the rate of 6 percent per
annum 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 direct
