LOAN AND SECURITY AGREEMENT

1.            Grant of Security Interest.   Subject to the terms and conditions of the Note (as hereinafter defined) and this Agreement, Debtor, for consideration as defined herein, and to secure the full and prompt payment, observance and performance when due of all present and future obligations and indebtedness of Debtor to Secured Party, whether at the stated time, by acceleration or otherwise, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, whether or not of the same or similar class or of like kind to any indebtedness incurred contemporaneously with the execution of this Agreement, and whether now or hereafter existing, or due or to become due, and whether such indebtedness from time to time is reduced and thereafter increased, or entirely extinguished and thereafter reincurred, including without limitation, the following:

(a)           Any and all amounts owed by Debtor, under, in connection with, and/or pursuant to the indebtedness evidenced by that certain Promissory Note of even date herewith, in the original principal sum of ONE MILLION AND NO/100THS DOLLARS ( $1,000,000.00 ) (the "Note"), with interest thereon according to the provisions thereof, and all obligations thereunder, in connection therewith and/or pursuant to any and all agreements and other documents in connection therewith; and

(b)           All sums advanced or expenses or costs paid or incurred (including without limitation reasonable attorneys' fees and other legal expenses) by Secured Party pursuant to or in connection with the Note or any other agreements and documents in connection therewith plus applicable interest on such sums, expenses or costs; and

(c)           Any extensions, modifications, changes, substitutions, restatements, renewals or increases or decreases of any or all of the indebtedness referenced above

(d)           Any and all amounts owed by CELSIUS HOLDINGS, INC. , a Nevada corporation, under, in connection with, and/or pursuant to its Unconditional Unlimited Guaranty of even date herewith for all indebtedness evidenced by the Note, with interest thereon according to the provisions thereof, and all obligations thereunder, in connection therewith and/or pursuant to any and all agreements and other documents in connection therewith; and

hereby grants to Secured Party a security interest in the collateral described in Schedule 1, same being attached to this Agreement and made a part hereof (hereinafter collectively called the "Collateral").

                2.           Definitions. The following terms shall have the following meanings

“Accounts” means all Accounts as that term is defined in Article 9 of the UCC;

“Chattel Paper” means all Chattel Paper as that term is defined in Article 9 of the UCC;

“Commercial Tort Claims” means all Commercial Tort Claims as that term is defined in Article 9 of the UCC;

“Consignments” means all Consignments as that term is define in Article 9 of the UCC;

“Contracts” means all contracts, undertakings, franchise agreements or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined above and below) in or under which the Debtor may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, and any agreement relating to the terms of payment or the terms of performance thereof;

“Copyrights” means (a) all copyrights of the United States or any other country; (b) all copyright registrations filed in the United States or in any other country; and (c) all proceeds thereof;

“Copyright License” means all agreements, whether written or oral, providing for the grant by the Debtor of any right to use any Copyright;

“Deposit Accounts” means all Deposit Accounts at that term is defined in Article 9 of the UCC;

“Documents” means all Documents as that term is defined in Article 9 of the UCC;

“Encumbrance(s)” means all Encumbrance(s) as that term is defined in Article 9 of the UCC;

“Equipment” means all Equipment as that term is defined in Article 9 of the UCC;

“Fixtures” means all Fixtures as that term is defined in Article 9 of the UCC;

“General Intangibles” means all General Intangibles as that term is defined in Article 9 of the UCC;

“Goods” means all Goods as that term is defined in Article 9 of the UCC;

“Guarantor” means CELSIUS HOLDINGS, INC., a Nevada corporation, as all more particularly described in the Note;

“Health-Care-Insurance Receivables” means all Health-Care-Insurance Receivables as that term is defined in Article 9 of the UCC;

“Instruments” means all Instruments as that term is defined in Article 9 of the UCC;

“Inventory” means all Inventory as that term is defined in Article 9 of the UCC;

“Investment Property” means all Investment Property as that term is defined in Article 9 of the UCC;

“Letters of Credit” means all Letters of Credit as that term is defined in the Article 5 of the UCC;

“Letter-of-Credit Rights” means all Letter-of-Credit Rights as that term is defined in Article 9 of the UCC;

“Patents” means (a) all letters patent of the United States and all reissues and extensions thereof, (b) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof or any other country, including, without limitation, any thereof referred to in any schedule attached hereto and (c) all proceeds thereof, including the goodwill of the business connected with the use of and symbolized by the Patents;

“Patent License” means all agreements, whether written or oral, providing for the grant by the Debtor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in any schedule attached hereto;

“Payment Intangibles” means all Payment Intangibles as that term is defined in Article 9 of the UCC;

“Proceeds” means all Proceeds as that term is defined in Article 9 of the UCC;

“Promissory Note(s)” means as that term is defined in Article 9 of the UCC;

“Software” means all Software as that term is defined in Article 9 of the UCC;

“Supporting Obligations” means all Supporting Obligations as that term is defined in Article 9 of the UCC;

“Tangible Chattel Paper” means all Tangible Chattel Paper as that term is defined in Article 9 of the UCC;

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether registered in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof or otherwise, including, without limitation, any thereof referred to in any schedule attached hereto; (b) all renewals thereof; and (c) all proceeds thereof, including the goodwill of the business connected with the use of and symbolized by the Trademarks;

“Trademark License” means any agreement, written or oral, providing for the grant by the Debtor of any right to use any Trademark.

“UCC” means the Uniform Commercial Code as in effect from time-to-time in the State of Florida and State of Nevada.

3.            Representations, Warranties and Covenants of Debtor.   Debtor expressly represents, warrants and covenants as follows:

(a)          The address appearing with Debtor's signature below is the address of Debtor's principal office.  If any part of the Collateral is not located at Debtor's principal office, it will be located at such other locations as Debtor, or any other entity affiliated with Debtor, may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).

(b)           If Debtor does not keep the records concerning the Collateral and concerning accounts, general intangibles, mobile goods and contract rights at Debtor’s principal office, same will be located at such other locations as Debtor, or any other entity affiliated with Debtor, may utilize in its business from time to time, and Debtor hereby covenants to notify Secured Party of any such additional location(s).

(c)           Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor's principal office, the location of the Collateral or the location of the records described above, or (ii) the Ownership of Debtor's business, (iii) the principals responsible for the management of Debtor's business, (iv) Debtor's company structure or identity, or (v) Debtor's name or trade name, or prior to commencing to use an assumed name not set forth in this Agreement.

(d)           If any of the Collateral is to be or has been attached to real estate, the legal description of the real estate is attached to this Agreement as Schedule 2 and made a part hereof.

(e)           If Debtor does not have a record interest in the real estate described above, the record Owner is indicated on the attached Schedule 2.

(f)           Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business.  Debtor represents and warrants that Debtor and/or one or more of the Guarantor are the owners of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands.

(g)           Debtor will keep the Collateral insured by such companies, in such amounts and against such risks as shall be acceptable to Secured Party, and the Secured Party hereby acknowledges that the current levels of insurance maintained by Debtor are acceptable for the first year of the Loan, with loss payable and additional insured clauses in favor of Secured Party as are satisfactory to Secured Party. Debtor will deposit such insurance policies with Secured Party. Debtor hereby assigns to Secured Party and grants to Secured Party a security interest in any return of unearned premium due upon cancellation of any such insurance and directs the insurer thereunder to pay to Secured Party all amounts so due. All amounts received by Secured Party in payment of insurance losses or return of unearned premium may, at Secured Party's option, be applied to the indebtedness by Secured Party, or all or any part thereof may be used for the purpose of repairing, replacing or restoring the Collateral.  Notwithstanding the foregoing, if there is no default under the Loan, at the request of the Debtor, and upon the approval of Secured Party in its sole discretion, amounts received by Secured Party in payment of insurance losses or return of unearned premium shall be used for the purpose of repairing, replacing or restoring the Collateral.   If Debtor fails to maintain satisfactory insurance, Secured Party shall have the option, but not the obligation, to obtain such insurance in such amounts as Secured Party deems necessary, and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party.

(h)           Debtor represents and warrants to Secured Party that all financial statements, income tax returns and credit information delivered by Debtor to Secured Party accurately reflect the financial condition and operations of Debtor at the times and for the periods therein stated.  So long as this Agreement is in force and effect, Debtor agrees to deliver to Secured Party within one hundred twenty (120) calendar days after the end of each of Borrower’s fiscal years, a complete and accurate copy of the consolidated audited financial statements (with notes) of Borrower’s parent, the Guarantor which is Celsius Holdings,