Celsius Holdings, Inc. (Form: 8-K, Received: 09/11/2019 16:55:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 11, 2019

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-55663		20-2745790
(Commission File Number)		(IRS Employer Identification No.)

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(561) 276-2239

(Registrant’s telephone number including area code)

Former Name or Former Address (If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $.001 par value		CELH		Nasdaq Capital Market

When used in this Current Report on Form 8-K (this “Current Report”), unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.

Cautionary Note Regarding Forward Looking Statements

This Current Report may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of our future results of operations and/or financial position, or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. You should not rely on forward-looking statements since Celsius’ actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius has filed previously with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K for the year ended December 31, 2018 and our most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. Except as required by law, Celsius undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this Current Report, or to reflect the occurrence of unanticipated events or circumstances.

Item 1.01

Entry into a Material Definitive Agreement.

On September 11, 2019, the Company issued a press release announcing that effective such date, it had entered into a series of agreements (the “Acquisition Agreements”) with the shareholders, bondholders and certain other lenders of Func Food Group Oyj, a Finnish corporation (“Func Food”), pursuant to which Func Food’s outstanding debt of approximately US$55,257,991, certain of which is in default, will be restructured and Celsius will acquire all of the issued and outstanding capital stock of Func Food. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Func Food is a Finland based wellness company that markets and distributes beverages, protein bars, supplements and superfoods in Finland, Sweden, and Norway. Celsius has had a distribution arrangement with Func Food since 2016, when Func Food commenced distribution of our products in Sweden (where they have become the best-selling fitness drink). Func Food subsequently expanded distribution of our products to Finland in 2016 and Norway in 2018. In addition to Celsius’ products, Func Food also distributes products under the brands FAST, FitFarm and CocoVi. The FAST, FitFarm and CocoVi brands and associated products are owned by Func Food. FAST products is a market leader in Finland and has begun distribution into the Swedish market. FitFarm and CocoVi are well-established brands of superfoods and other supplements in the Nordic countries.

Func Food currently has the following outstanding debt:

●

senior secured bonds (the “Outstanding Bonds”) in the principal amount of $33,181,649 plus accrued but unpaid interest and default interest;

●

loans from Func Food principal shareholders, Sentica Buyout IV KY and Sentica Buyout IV Co-Investment Ky (collectively, “Sentica”) in the principal amount of $9,965,922 plus accrued but unpaid interest (the “Sentica Loans”);

●

a capital loan in the principal amount of $55,627, plus accrued but unpaid interest and a shareholder loan in the principal amount of $40,693, plus accrued but unpaid interest from Jutta Marketing Oy (the “Jutta Loans”);

●

a subordinated convertible loan in the principal amount of $338,078, plus accrued but unpaid interest from Joy Group Oy (the “Joy Loan”); and

●

a subordinated vendor loan of $1,680,000, plus accrued but unpaid interest from Magmax AB (the “Vendor Loan”).

The Acquisition Agreements provide for the restructuring of the Outstanding Bonds into two new classes of bonds as follows:

●

“Reinstated Bonds” to be held by the existing holders of the Outstanding Bonds, Sentica (in exchange for the Sentica Loans) and management, as provided for below. The Reinstated Bonds will be in the original principal amount of $9,520,000 with an original issue discount of 5%, be due and payable on October 30, 2020, bear interest at the rate of 6%, payable semi-annually in arrears and will be secured by a first priority lien on substantially all of Func Food’s assets.

●

“Buyer Bonds” in the original principal amount of $33,181,649, which will have the same terms and conditions as the Reinstated Bonds but will be subordinated to the Reinstated Bonds. The Buyer Bonds will be acquired by Celsius from the holders of the Outstanding Bonds for $14,354,480. The purchase price of $672,000 to be paid by Celsius for the Jutta Loans, Joy Loan and Vendor Loan as described below and $93,250 in cash, which will be paid to members of Func Food management as part of a retention bonus, will be deducted from the purchase price paid to the holders of the Outstanding Bonds for the Buyer Bonds. Celsius will also have the option to convert up to $4,480,000 in trade receivables from Func Food into Buyer Bonds.

The Reinstated Bonds and the Buyer Bonds will constitute direct, unconditional, unsubordinated and secured obligations of Func Food and will be guaranteed by all of Func Food’s subsidiaries. Celsius may, in its own discretion choose to repay up to 50% of the principal amount of the Reinstated Bonds at maturity by way of newly-issued shares of its common stock, at price per share equal to the lower of (i) 110% of the 30 day volume weighted average closing price for our shares at closing of the acquisition; and (ii) €3.50.

The Reinstated Bonds may be redeemed in full (but not in part) at Func Food’s option at any time prior to maturity at a redemption premium of 103% of the principal amount. In addition, if (a) prior to maturity of the Reinstated Bonds, Func Food’s FAST business is sold; or (b) on or after January 1, 2020, Celsius consummates a subsequent equity capital raise, the net proceeds from such transactions, to the fullest extent possible shall be applied to redemption of the Reinstated Bonds.

The Reinstated Bonds and the Buyer Bonds will have customary affirmative and negative covenants applicable to Fund Food, including restrictions on distributions, pledging assets and incurring additional indebtedness, meeting quarterly liquidity and other financial compliance tests, providing periodic financial reports and requiring bondholder consent to amendments and waivers.

$932,960 of the Reinstated Bonds will be allocated to Sentica in exchange for the Sentica Loans, $93,250 of the Reinstated Bonds will be allocated to members of Func Food management as part of their retention bonus and the balance will be allocated to the holders of the Outstanding Bonds.

At closing, we will acquire the Jutta Loans, Joy Loan and Vendor Loan for an aggregate of $672,000 and all of the issued and outstanding capital stock of Func Food from Sentica and the other shareholders for nominal consideration of $1.12. We will also reimburse the other parties to the acquisition up to $224,000 in legal and advisory fees.

Consummation of the restructuring and acquisition of Func Food is expected to occur in October 2019 and is subject to customary closing conditions, including (a) the absence of a material breach by the parties with their respective covenants and agreements under the Acquisition Agreements; (b) approval of the restructuring of Func Food by existing bondholders in accordance with Swedish Law; and (c) our successful completion of this offering in an amount sufficient to fund the cash needed to consummate the acquisition. The Acquisition Agreements contain certain termination rights, including the right of either party to terminate the transaction if it has not closed on or before October 31, 2019.

We intend to fund the acquisition of Func Food and pay related fees, costs and expenses through a portion of the proceeds of the public offering described in Item 7.01 of this Current Report. The necessary cash to fund the consummation of the Func Food acquisition will be placed in escrow with NT Services, AS, a Norwegian fiduciary services company located in Oslo, Norway (“NT Services”), pending closing of the acquisition or termination of the Acquisition Agreements. This offering is not conditioned on the closing of the acquisition of Func Food. We cannot assure you that the acquisition of Func Food will be consummated on the terms described herein or at all. If the acquisition of Func Food is not consummated, we intend to use the net proceeds of the public offering described in Item 7.01 of this Current Report for general corporate purposes, which may include future acquisitions.

The above referenced summary of our planned acquisition of Func Food is qualified in its entirety by reference to the Acquisition Agreements attached as Exhibits 10.1 and 10.2 to this Current Report.

All U.S. dollar denominated information in this Current Report with respect to the Company’s acquisition of Func Food Group Oyj, reflects a foreign exchange rate of US$1.12=€1.00.

Item 7.01

Regulation FD Disclosure.

On September 11, 2019, Celsius issued a press release announcing the commencement of a public offering of $25,000,000 in common stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional $3,750,000 in common stock in connection with the offering solely to cover overallotments. A copy of the press release is attached as Exhibit 99.2 to this Current Report.

In addition, in connection with the public offering, the Company will be making road show presentations to certain existing and potential Celsius shareholders. The road show materials are attached as Exhibit 99.3 to this Current Report.

Item 8.01

Other Information.

As previously disclosed, Celsius entered into Convertible Loan Agreements (the “Loan Agreements”) with Charmnew Limited (“Charmnew”) and Grieg International Limited (“Grieg”) on December 12, 2018, and with CD Financial, LLC (“CD Financial”), an affiliate of a principal shareholder of the Company on December 14, 2018, providing for aggregate loans to the Company in principal amounts of $3,000,000, $2,000,000 and $5,000,000, respectively. In connection with the Loan Agreements, the Company executed and delivered Convertible Promissory Notes (the “Notes”) in favor of each of Charmnew, Grieg and CD Financial. The Notes have a maturity date of the second anniversary after issuance and bear interest at the rate of 5% per annum payable semi-annually. Upon consummation of the public offering described in Item 7.01 of this Current Report, the principal amount of all accrued but unpaid interest on the Notes held by Charmnew, Grieg and CD Financial will convert, in accordance with their terms, into 1,022,705, 681,803 and 1,492,385 shares of our common stock, at a conversion price of $3.04, $3.04 and $3.39, respectively.

The shares issuable upon conversion of the Notes will be issued pursuant to the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No		Description
10.1		Master Transfer Agreement dated effective September 11, 2019

10.2		Stock Purchase Agreement dated effective September 11, 2019

99.1		Press Release dated September 11, 2019, announcing the Func Food Acquisition

99.2		Press Release dated September 11, 2019, announcing commencement of the public offering

99.3		Road Show Materials

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELSIUS HOLDINGS, INC.

Date: September 11, 2019	By:	/s/ John Fieldly
		John Fieldly, Chief Executive Officer

Exhibit 10.1

Master Transfer Agreement

by and among

inter alia

the Bondholder Committee

and

Sentica

and

the Buyer

and

the Company

regarding inter alia

all shares and other instruments in the Company (Func Food Group Oyj), etc.

11 September 2019

Table of content

1	Parties	1
2	Background	1
3	Definitions	3
4	Sale and purchase, etc.	9
5	Purchase price	10
6	Conditions precedent	11
7	Actions prior to Closing, etc.	12
8	Closing	14
9	Subsequent clean-up	15
10	Warranties of the Parties	15
11	Limitation of liability	17
12	No liability for the Bondholder Committee and the Bondholders	18
13	Confidentiality	18
14	Announcements	19
15	Bondholder Committee Representative	19
16	Miscellaneous	20
17	Governing law and disputes	24

Schedules

Schedule 3(i)	Joy Loan Purchase Agreement
Schedule 3(ii)	Jutta Loan Purchase Agreement
Schedule 3(iii)	Management Compensation Agreement
Schedule 3(iv)	Sentica Loan Purchase Agreement
Schedule 3(v)	Share Purchase Agreement
Schedule 3(vi)	Vendor Loan Purchase Agreement
Schedule 3(vii)	Written Procedure Notice
Schedule 5.2.1	Escrow Agreement

1	Parties

This master transfer agreement (including its Schedules, this “Agreement”) has been entered into on 11 September 2019 by and among:

1.1	The Bondholder Committee (as defined below);

1.2

Sentica Buyout IV Ky, a Finnish limited partnership (business ID 2511391-7) represented by its general partner Sentica Buyout IV GP Oy (business ID 2473814-9) and Sentica Buyout IV Co-Investment Ky, a Finnish limited partnership (business ID 2511383-7) represented by its general partner Sentica Buyout IV GP Oy (business ID 2473814-9) (jointly referred to as “Sentica”);

1.3

Celsius Holdings, Inc., a Nevada corporation listed in Nasdaq Stock Market LLC: CELH, having its registered domicile in the state of Nevada, USA (directly or indirectly through a Dutch fully owned subsidiary of Celsius Holdings, Inc. nominated by Celsius Holdings, Inc. prior to Closing) (the “Buyer”); and

1.4	Func Food Group Oyj, a Finnish public limited liability company with business identity code 2592369-6 (the “Company”).

1.5	Each of the entities in Section 1.1–1.4 above is referred to as a “Party” and jointly as the “Parties”.

2	Background

2.1	The Company is a public company incorporated under the laws of Finland with 31,396,564 shares (the “Shares”). The Sellers are the owners of all the Shares as set out in the Share Purchase Agreement.

2.2	The Group’s current long-term debt consists of:

(i)

the Bonds;

(ii)

the Sentica Shareholder Loans;

(iii)

the Jutta Loans;

(iv)

the Joy Loan; and

(v)

the Vendor Loan.

2.3

The Company has had and has financial difficulties and has committed several breaches of the terms and conditions for the Existing Bonds (including non-payment on the final maturity date of the Existing Bonds on 26 June 2019). The Company and the Bondholder Committee, have over a certain period of time discussed a potential agreement on an out-of-court restructuring of the Company and its subsidiaries (the “Group” and each a “Group Company”) in order to prevent the Company from bankruptcy and in order to secure any return on the Bondholders’ investment in the Existing Bonds. The Parties have agreed that the Buyer shall, subject to the Written Procedure Approval, acquire all shares and certain restructured debt of the Company as set forth in this Agreement (the “Restructuring”). The agreement is based on a term sheet in relation to the Restructuring previously entered into between the Parties (excluding the Buyer) (the “Restructuring Term Sheet”).

2.4	Subject to, inter alia, the Written Procedure Approval, the Parties have agreed to execute the Restructuring mainly by the following actions:

(i)

the Sellers have agreed to sell, and the Buyer has agreed to purchase, all the Shares at a purchase price of EUR 1 pursuant to the terms and conditions set forth in the Share Purchase Agreement;

(ii)

the Existing Bonds will be replaced by two instruments (the Written Procedure Approval will allow such replacement with binding effect for all Bondholders);

the Reinstated Bonds (to be allocated to the Bondholders, Sentica and Management as set out in the Written Procedure Notice); and

the Buyer Bonds;

(iii)

the Bondholder Committee has agreed to sell, and the Buyer has agreed to purchase, the Buyer Bonds at the Buyer Bond Purchase Price (the Written Procedure Approval will make such sale and purchase binding on all Bondholders);

(iv)

Sentica has agreed to sell, and the Buyer has agreed to purchase, the Sentica Shareholder Loans and related convertible option rights for an allocation of Reinstated Bonds in a nominal amount of up to EUR 833,000 as set out in the Written Procedure Notice, pursuant to the terms and conditions of the Sentica Loan Purchase Agreement;

(v)

Management will receive a bonus consisting of (i) an allocation of Reinstated Bonds in a nominal amount of EUR 83,500, and (ii) cash in an amount of EUR 83,500 (the latter being referred to as the “Management Cash Compensation”) in accordance with terms and conditions of the Management Compensation Agreement; and

(vi)

the creditors of the Agreed Other Loans have agreed to sell the Agreed Other Loans and the Buyer has agreed to purchase the Agreed Other Loans pursuant to the terms and conditions of the Agreed Other Loans Purchase Agreements.

2.5	As set out in the Written Procedure Notice, a portion of the Reinstated Bonds will not be issued and allocated to the Bondholders and Sentica upon Closing but be subject to delayed issuance conditional upon certain events taking place after the Closing Date.

3	Definitions

In this Agreement, in addition to such terms as are defined elsewhere in this Agreement, the following terms and expressions shall have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms of such terms and expression):

	“Advisory Success Fee”		means an advisory success fee of EUR 285,000 (calculated as set out in the Written Procedure Notice) payable to Robus Capital Management Ltd by the Bondholders.

	“Affiliate”		of any Person means, as of any time, (i) any other Person(s) directly or indirectly controlled by or under the common control of that first-mentioned person and (ii) any other Person(s) directly or indirectly controlling or jointly controlling such first-mentioned Person (whereby “control” means the possession, directly or indirectly, of the power to direct or influence the direction of the management or policies of a Person, whether through ownership or otherwise, and the term “controlling” shall have a meaning correlative to the foregoing).

	“Agent”		means the Bondholders’ agent under the terms and conditions for the Existing Bonds, the Reinstated Bonds and the Buyer Bonds respectively, from time to time, initially being; Nordic Trustee & Agency AB (publ) (reg. no. 556882-1879, P.O. Box 7329, 103 90 Stockholm, Sweden.

	“Agreed Other Lenders Compensation”		means the aggregate of the purchase prices as set out in the Jutta Loan Purchase Agreement, Joy Loan Purchase Agreement and the Vendor Loan Purchase Agreement.

	“Agreed Other Loans”		means the Jutta Loans, the Joy Loan and the Vendor Loan.

	“Agreed Other Loans Purchase Agreements”		means the Jutta Loan Purchase Agreement, Joy Loan Purchase Agreement and the Vendor Loan Purchase Agreement.

	“Agreement”		has the meaning stated in the introductory paragraph of Section 1.

	“Applicable Law”		means any law, code, rule, regulation, order, statute, decree or ordinance applicable to either of the parties to this Agreement or any of the Group Companies, as the case may be.

	“Bondholder”		means a holder of Existing Bonds.

	“Bondholder Committee”		means (i) Tailor High Yield Opportunities, (ii) Apex Asset Management AG, (iii) Mandatum Life Nordic High Yield, (iv) Genève Invest (Europe) S.A., (v) Peak Core Strategies, (vi) Robus Capital Management Ltd as investment manager of Prime Capital Debt SCS SICAV-FIS Robus Recovery Sub-Fund, Prime Capital SA SICAV-FIS Robus German Credit Opportunities Sub-Fund and Hauck & Aufhäuser Privatbankiers Kgaa Robus Mid-Market Value Bond Fund, (vii) Stichting Pensioenfonds DSM Nederland, (viii) Stichting Pensioenfonds SABIC, (ix) C.L. Davids Fond og Samling, Oy Neonest Ab (x) and Anchor Oy Ab, which together are representing beneficial holders of Existing Bonds representing approximately 65 per cent. of the nominal amount of the Existing Bonds.

	“Bondholder Committee Representative”		has the meaning stated in Section 15.1.

	“Buyer”		shall have the meaning set forth in the introductory paragraph of this Agreement.

	“Buyer Bonds”		has the meaning set out in the Written Procedure Notice.

	“Buyer Bond Purchase Price”		has the meaning stated in Section 5.1.

	“Buyer Finance”		has the meaning stated in Section 7.2.1.

	“Business Day“		means a day when commercial banks are open for general banking business (other than Internet banking) in Finland, the US and Sweden.

	“Closing”		means the completion of the closing events set forth in Section 8.3 below.

	“Closing Date”		means a date set out in the Step Plan, such date to occur after the Written Procedure Approval and at the latest on 30 October 2019.

	“Company”		shall have the meaning set forth in Section 2.1 above.

	“Confidential Information”		means any information of any kind or nature, whether written or oral, which relates to the Restructuring and the negotiations thereof, including without limitation financial information, trade secrets, customer lists and any other information regarding the Sellers and its Affiliates (in case of the Buyer only), the Buyer and its Affiliates (in case of the Sellers only) and the Group Companies, which is not known to the general public.

	“Designated Transferee”		has the meaning stated in Section 16.5.

	“Encumbrance”		means any option, lien, mortgage, pledge, charge, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal, licenses or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, for the avoidance of doubt, excluding any such third party rights provided as security under the Existing Bonds.

	“Escrow Account”		shall have the meaning ascribed to it in the Escrow Agreement;

	“Escrow Agent”		shall have the meaning ascribed to it in the Escrow Agreement;

	“Escrow Agreement”		shall have the meaning substantially set forth in Section 5.2.1;

	“Escrow Amount”		means EUR 13,500,000;

	“Euroclear”		means the central securities depository and registrar in respect of the Existing Bonds, the Buyer Bonds and the Reinstated Bonds, being Euroclear Sweden AB (corporate identification number 556112-8074, P.O. Box 191, SE-101 23 Stockholm, Sweden).

	“Existing Bonds”		means the EUR 38,000,000 (EUR 29,626,472 outstanding) Senior Secured Bonds 2015/2019 with ISIN: SE0007186150 issued by the Company.

	“Fee Coverage”		has the meaning stated in Section 16.2.5.

	“Governmental Entity”		shall mean any foreign, domestic, regional, territorial, extraterritorial, municipal, county, district, local or other governmental, administrative or regulatory authority or agency, including any court, ministry, department or other subdivision thereof.

	“Group”		has the meaning set out in Section 2.3.

	“Group Companies”		has the meaning set out in Section 2.3.

	“Insurance Premium Compensation”		means an amount of up to EUR 100,000 for the Buyer’s customary W&I insurance policy for contingent liabilities in relation to the Share Purchase Agreement to be paid by the Existing Bondholders out of the Buyer Bond Purchase Price.

	“Issuing Agent”		has the meaning stated in Section 7.1.

	“Joy Loan”		means the ‘Loan’ as defined in the Joy Loan Purchase Agreement.

	“Joy Loan Purchase Agreement”		means the agreement including its schedules in Schedule 3(i).

	“Jutta Loans”		means the ‘Loan’ as defined in the Jutta Loan Purchase Agreement.

	“Jutta Loan Purchase Agreement”		means the agreement including its schedules in Schedule 3(ii).

	“Long Stop Date”		means 30 October 2019.

	“Loss”		means any reasonable and foreseeable cost, direct loss (Sw. direkt skada) liability or expense incurred by a Party (excluding indirect loss).

	“Management”		means Robin Lybeck and Thorsten Brandt.

	“Management Cash Compensation”		Has the meaning set out in Section 2.4(v).

	“Management Compensation Agreement”		is the agreement regarding compensation to Management in Schedule 3(iii).

	“Minority Shareholders”		means the minority shareholders listed as Minority Shareholders in a schedule to the Share Purchase Agreement.

	“Party” or “Parties”		means each of the entities listed in the introductory paragraph of this Agreement.

	“Person”		means an individual or a legal entity, partnership (limited or general), joint venture, trust, unincorporated organization, governmental authority, court or any other organization, enterprise or entity, other than a Group Company.

	“Reinstated Bond”		has the meaning set out in the Written Procedure Notice.

	“Restructuring”		has the meaning stated in Section 2.3 above.

	“Restructuring Term Sheet”		has the meaning set out in Section 2.3 above.

	“Schedule”		means a schedule to this Agreement.

	“Sentica”		shall have the meaning set forth in Section 1.2 above.

	“Sentica Shareholder Loans”		means the ‘Loan’ as defined in the Sentica Loan Purchase Agreement.

	“Sentica Loan Purchase Agreement”		means the agreement including its schedules in Schedule 3(iv).

	“Sellers”		means Sentica and the Minority Shareholders.

	“Share Purchase Agreement”		means the share purchase agreement in Schedule 3(v).

	“Shares”		shall have the meaning set forth in Section 2.1 above.

	“Signing Date”		means the date of signing this Agreement.

	“Step Plan”		shall have the meaning set forth in Section 7.1.2.

	“Tax”		mean all direct and indirect taxes and charges (including, but not limited to, any income tax, capital gains tax, value added tax, sales tax, custom duty, property tax, property transfer tax, capital duty, securities transfer tax, withholding tax, social security charges, withholding tax from employment income) wherever arising and all penalties, surcharges and interest relating to any of the foregoing.

	“Vendor Loan”		means the ‘Loan’ as defined in the Vendor Loan Purchase Agreement.

	“Vendor Loan Purchase Agreement”		means the agreement including its schedules in Schedule 3(vi).

	“Written Procedure Approval”		means that the Request (as defined in the Written Procedure Notice) has been passed with a sufficient majority as set out in the Written Procedure Notice.

	“Written Procedure Notice”		means the written procedure notice substantially set forth in Schedule 3(vii).

4	Sale and purchase, etc.

4.1	The Parties undertake to procure that the Existing Bonds will be replaced by two new financial instruments by way of a mandatory exchange of instruments, i.e. the Reinstated Bonds and the Buyer Bonds, on the Closing Date.

4.2

Subject to the terms and conditions of this Agreement, the Bondholders Committee, on behalf of the Bondholders and subject to the Written Procedure Approval, agrees to sell, and the Buyer agrees to purchase, the Buyer Bonds, free and clear of any Encumbrance together with all rights attached to them.

5	Purchase price

5.1	Purchase Price

The purchase price for the Buyer Bonds shall be EUR 12,816,500 (EUR 13,500,000 less the Agreed Other Lenders Compensation and less the Management Cash Compensation) (the “Buyer Bond Purchase Price”).

5.2

Payments

5.2.1

The Escrow Amount shall no later than 25 September 2019 by wire transfer of immediately available funds be paid to the Escrow Account and be held as security for payment of inter alia the Buyer Bond Purchase Price, and shall be held and administered by the Escrow Agent in accordance with the terms and conditions of the escrow agreement, substantially in the form as set out in Schedule 5.2.1, to be entered into between the Bondholders’ Representative, the Buyer and the Escrow Agent (the “Escrow Agreement”).

5.2.2

No later than seven (7) Business Days prior to the Closing Date:

(i)

the Bondholder Committee (with the assistance of the Company if necessary) shall deliver by email to the Buyer a statement setting out any Fee Coverage payable by the Bondholders in accordance with Section 16.2 and the Advisory Success Fee;

(ii)

the Buyer shall deliver by email to the Bondholder Committee a statement setting out the Insurance Premium Compensation together with supporting documentation satisfactory to the Bondholder Committee.

5.2.3

The Buyer and the Bondholder Committee Representative shall, by the issuance of joint instruction(s) to the Escrow Agent, procure that the Escrow Agent on the dates specified below by wire transfer of immediately available funds from the Escrow Account pays:

(i)

the Buyer Bond Purchase Price less the Fee Coverage payable by the Bondholders, the Advisory Success Fee and the Insurance Premium Compensation (as decided in accordance with Section 5.2.2 above) to such bank account as has been designated by the Bondholder Committee not less than five (5) Business Days prior to the Closing Date, such payment to be made not less than one (1) Business Day prior to the Closing Date;

(ii)

the Fee Coverage payable by the Bondholders to such bank accounts as has been designated by the Bondholder Committee not less than five (5) Business Days prior to the Closing Date, such payment to be made on the Closing Date;

(iii)

the Advisory Success Fee to such bank account as has been designated by Robus Capital Management Ltd not less than five (5) Business Days prior to the Closing Date, such payment to be made on the Closing Date;

(iv)

the Agreed Other Lenders Compensation should be paid in accordance with the Agreed Other Lenders Loan Purchase Agreements, such payment to be made on the Closing Date;

(v)

the Management Cash Compensation should be paid in accordance with the Management Compensation Agreement, such payment to be made on the Closing Date; and

(vi)

the Insurance Premium Compensation is to be paid to the W&I insurance company to such bank account as has been designated by the Buyer not less than five (5) Business Days prior to the Closing Date, such payment to be made on the Closing Date.

5.2.4

All costs related to and for the Escrow Agreement and Escrow Account shall be borne by the Buyer.

6	Conditions precedent

6.1	The obligation of the Parties to complete the Restructuring is subject to the Written Procedure Approval.

6.2	The obligation of the Bondholder Committee and the Bondholders to complete the Restructuring is subject to:

(i)

that the Buyer has no later than 20 September 2019 provided written confirmation and evidence satisfactory to the Bondholder Committee that the Buyer’s new issue of securities has been successfully completed and that accordingly, the Buyer’s financing of the Restructuring has been secured;

(ii)

that the Escrow Agreement have been entered into no later than 20 September 2019; and

(iii)

that the Buyer has paid the Escrow Amount to the Escrow Account in accordance with Section 5.2.1 above.

6.3

In the event the conditions precedent set forth in Section 6.1 above has not been satisfied or waived by the Parties, the Parties shall have the right, by written notice to the other Parties, to terminate this Agreement with immediate effect. In the event the conditions precedent set forth in Section 6.2 has not been satisfied or waived by the Bondholder Committee, the Bondholder Committee shall have the right, by written notice to the other Parties, to terminate this Agreement with immediate effect.

6.4

In the event that this Agreement is terminated by either of the Parties in accordance with Section 6.3 above, the Parties shall have no further liability against each other under this Agreement, except that a Party shall compensate the other Parties for any cost, loss, liability or expense incurred or paid by the other Parties as a result of the first Party’s breach of any obligation under this Agreement. The provisions of Sections 13 (Confidentiality), 14 (Announcement) and 17 (Governing law and disputes) below shall survive any termination of this Agreement pursuant to Section 6.3 above.

7	Actions prior to Closing, etc.

7.1

Preparation of the mandatory exchange of instruments

7.1.1

The mandatory exchange of instruments to replace the Existing Bonds by the Reinstated Bonds and the Buyer Bonds and the allocation of the new instruments to the Buyer, the Bondholders, Sentica and Management (as set out in the Written Procedure Notice) require assistance by Euroclear and an issuing agent (“Issuing Agent”).

7.1.2

Prior to Closing, the Company shall (i) together with the Bondholder Committee and its advisors, Euroclear and the Issuing Agent prepare and agree with the relevant parties a step plan for the mandatory exchange of instruments as contemplated by the Written Procedure Notice (the “Step Plan”) and (ii) appoint the Issuing Agent (in discussion with the Bondholder Committee and its advisors).

7.2

Buyer Finance

7.2.1

Until Closing, the Buyer may provide trade financing to the Company on a secured basis (i.e. by assignment of the Company’s receivables or a mortgage over the inventory stock) of up to EUR 2.0 million (“Buyer Finance”). Although such Buyer Finance would be prohibited under the terms and conditions of the Existing Bonds, the Bondholder Committee temporarily waives any such default until the Closing. After Closing, the Buyer Finance will be permitted under the Reinstated Bonds.

7.2.2

As part of the conditions precedents under any Buyer Finance, authorization will be required from the Buyer for the Company to enter into any agreements, purchase commitments, incur obligations and/or disbursements. In addition, the Company and the Buyer Finance provider may agree on other restrictions of payments and that daily, weekly and monthly financial reports, including cash flow statements will be provided by the Company.

7.3

Standstill, lock-up and voting undertaking, etc.

7.3.1

Each member of the Bondholder Committee undertake not to ask or instruct the Agent under the bonds to take any action due to the maturity of the Existing Bonds and the non-payment and (b) not to sell the Existing Bonds they represent (lock-up) until the earlier of (i) the Restructuring has been completed, (ii) 12 September 2019 if the Restructuring has not been publicly disclosed by the Buyer by that date; (iii) the Written Procedure is concluded rejecting the Restructuring; and (iv) 30 October 2019.

7.3.2

Each member of the Bondholder Committee irrevocably and unconditionally undertake to vote and/or undertake to ensure that the holding of Existing Bonds they represent vote in favour of the Restructuring in accordance with request set out in the Written Procedure Notice.

7.4

No amendments without consent

The Parties agree and undertake to procure that no amendments or assignments are agreed in relation to the (i) Agreed Other Loans Purchase Agreements; (ii) Sentica Loan Purchase Agreement; (iii) Management Compensation Agreement; and (iv) Share Purchase Agreement, without the prior written consent of the Bondholder Representative.

8	Closing

8.1

The actions in this Section 8 shall be deemed to occur simultaneously and Closing shall not be deemed to have occurred until and unless (i) the conditions precedent set forth in Section 6.1 above have been satisfied or waived as set out therein and (ii) all of the actions to occur at Closing pursuant to this Section 8 have been performed or the performance thereof have been waived by the Parties.

8.2	Closing shall take place at the offices of Gernandt & Danielsson Advokatbyrå KB at Hamngatan 2 in Stockholm, Sweden, and commence at 10.00 a.m. (CET) on the Closing Date.

8.3	At Closing:

(a)

The Buyer shall:

(i)

present evidence that payment of the Escrow Amount has been made in accordance with Section 6.2.

(ii)

present evidence that the payments from the Escrow Account have been made and have been received in accordance with Sections 5.2.3;

(iii)

provide a confirmation that purchase of the Shares has been duly completed in accordance with the Share Purchase Agreement;

(iv)

provide a confirmation that purchase of the Agreed Other Loans and convertible option rights related to the Joy Loan have been duly completed in accordance with the Agreed Other Loans Purchase Agreements;

(v)

provide a confirmation that purchase of the Sentica Shareholder Loans and related convertible options rights have been duly completed in accordance with the Sentica Loan Purchase Agreement;

(vi)

provide a confirmation that the Management Compensation has been paid in full;

(b)

The Company and/or the Buyer shall pay any Fee Coverage payable by them to the bank account designated by the relevant advisor at the latest five (5) business days prior to Closing.

(c)

The Parties shall present the executed Escrow Agreement in accordance with Section 6.1.

(d)

The Bondholder Committee (for and on behalf of the Bondholders) shall present evidence that the Written Procedure Approval has been obtained in accordance with Section 6.1.

(e)

The Company shall present evidence that the Company has undertaken all measures necessary in order to effect the mandatory exchange of the Existing Bonds into Reinstated Bonds and Buyer Bonds and the allocation of the Reinstated Bonds to the Bondholders, Sentica and Management and allocation of the Buyer Bonds to the Buyer, in accordance with the Written Procedure Notice, this Agreement and the Step Plan.

(f)

Sentica and the Company shall present evidence that Pareto and Nordhaven have confirmed that they have no claims for fees and costs (relating to the Restructuring or any potential transactions evaluated prior to the Restructuring) against the Company or its subsidiaries (unless such confirmations have already been presented in the Disclosure Material (as defined in the Share Purchase Agreement)) and the Company shall confirm that no other advisors (except legal advisors) have been engaged for the Restructuring or any potential transactions evaluated prior to the Restructuring.

9	Subsequent clean-up

Subsequent to Closing, the Buyer shall be entitled to, at its own discretion, decide to clean up the capital structure of the Company by (i) issuing additional secured debt under the Buyer Bonds (subordinated to the Reinstated Bond), (ii) swap any Buyer Bonds or other debt held into equity and/or (iii) waive any debt instruments held or transfer those claims to a third party in accordance with terms and conditions for the Reinstated Bond and the Buyer Bond.

Warranties of the Parties

10.1

Warranties of Sentica and the Company

10.1.1

Sentica and the Company, respectively, each and separately makes the following warranties to the other Parties as at the date hereof and as at the Closing Date.

10.1.2

Each of Sentica and the Company are duly organised and validly existing under the laws of their respective jurisdictions. Each of Sentica and the Company have full corporate power and authority to execute this Agreement and to complete the Restructuring.

10.1.3

This Agreement and any other documents or instruments to be executed by Sentica and the Company pursuant to this Agreement (i) have been duly authorised by all necessary actions on the part of Sentica and the Company and (ii) will, when executed, constitute valid and binding obligations of Sentica and the Company.

10.1.4

The execution, delivery and performance of this Agreement by each of Sentica and the Company and the consummation of the Restructuring do not and will not require any consent, approval, authorization or other action by, filing with or notification to, any Governmental Entity or third party.

10.1.5

The execution of this Agreement and the consummation of the Restructuring will not result in:

(a)

a violation or breach of any provision of the articles of association of any of Sentica and the Company ;

(b)

a breach of, or give rise to a default under, any contract or other instrument to which any of Sentica and the Company is a party or by which any of Sentica and the Company is bound that would have any adverse effect on the Restructuring; or

(c)

a violation or breach of any Applicable Laws.

10.2

Warranties of the Buyer

10.2.1

The Buyer makes the following warranties to the other Parties as at the date hereof and as at the Closing Date.

10.2.2

The Buyer is duly organised and validly existing under the laws of its jurisdiction. The Buyer has full corporate power and authority to execute this Agreement and to complete the Restructuring.

10.2.3

This Agreement and any other documents or instruments to be executed by the Buyer pursuant to this Agreement (i) have been duly authorised by all necessary actions on the part of the Buyer and (ii) will, when executed, constitute valid and binding obligations of the Buyer.

10.2.4

The execution, delivery and performance of this Agreement by the Buyer and the consummation of the Restructuring do not and will not require any consent, approval, authorization or other action by, filing with or notification to, any Governmental Entity or third party.

10.2.5

The execution of this Agreement and the consummation of the Restructuring will not result in:

(d)

a violation or breach of any provision of the articles of association of the Buyer;

(e)

a breach of, or give rise to a default under, any contract or other instrument to which the Buyer is a party or by which the Buyer is bound that would have any adverse effect on the Restructuring; or

(f)

a violation or breach of any Applicable Laws.

10.2.6

As per the Closing Date, the Buyer has secured sufficient and unconditional financing or has available internal funds to enable it to complete the Restructuring and to make any payments that the Buyer is or may become required to make pursuant to this Agreement.

11	Limitation of liability

11.1

Compensation

In the event of a breach of the warranties set out in Section 10 above or any breach of any covenant, undertaking or indemnity contained in this Agreement by a Party, the relevant Party’s right to compensation is limited to compensation for Losses on a SEK for SEK basis due to such breach in accordance with this Section 11 (which compensation shall thus not be established by reference to any multiple factor).

11.2

No other warranties

The warranties set out in Section 10 above are the only warranties given by the Parties. For the avoidance of doubt, the Buyer may not rely, and has not relied, on any information, statement or other warranty (express or implied), whether based on the Swedish Sale of Goods Act (Sw. köplagen (1990:931)), the United Nations Convention on Contracts for the International Sale of Goods (Sw. Förenta nationernas konvention den 11 april 1980 angående avtal om internationella köp av varor), any other Applicable Law or otherwise.

11.3

Remedies

11.3.1

The Parties’ sole remedies for a breach of the warranties set out in Section 10 above or any breach of any covenant, undertaking or indemnity in this Agreement by each of the other Parties are:

(a)

compensation in accordance with Section 11.1 above; and

(b)

seeking specific performance (Sw. fullgörelse).

Such remedies shall be exclusive and, consequently, no other remedy, including the right to rescind this Agreement, shall be available to the Buyer in the event of a breach of this Agreement by the other Parties, whether under the Swedish Sale of Goods Act, the United Nations Convention on Contracts for the International Sale of Goods, any other Applicable Law or otherwise.

11.3.2

Instead of compensating the relevant Party in accordance with Section 11.1 above, the other Parties shall have the right to remedy (if capable of being remedied) the subject of a claim for compensation, provided that such breach is remedied by the other Parties (as applicable) within thirty (30) Business Days after receipt of a notice thereof. The relevant Party shall be entitled to compensation in accordance with Section 11.1 to the extent the breach has not been remedied.

11.3.3

None of the limitations in this Section 11 shall apply to the extent a claim arises or is increased as a result of fraud or wilful misconduct by the Buyer, the Sellers or the Company.

11.3.4

The relevant Party shall take all reasonable actions to mitigate any compensable Loss in respect of which a claim could be made under this Agreement.

11.3.5

The relevant Party shall not be entitled to compensation for the same Loss twice pursuant to this Agreement.

12	No liability for the Bondholder Committee and the Bondholders

For the avoidance of doubt, the Bondholder Committee, the Bondholders and Sentica may not be held liable for any Loss arising as a result of or in connection with this Agreement.

13	Confidentiality

13.1	Each Party undertakes not to disclose any Confidential Information unless:

(a)

required to do so by law or pursuant to any order of court or arbitrational tribunal;

(b)

required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place or financial regulatory authority;

(c)

such disclosure has been consented to by the Buyer and the Bondholder Committee in writing (such consent not to be unreasonably withheld);

(d)

such Confidential Information has been made available to the public by other means than breach of this Agreement;

(e)

such disclosure of Confidential Information is made to the minimum strictly required in order to, in the best possible way, look after a Party’s interests in relation to the other Parties as a result of a dispute relating to this Agreement; or

(f)

it is disclosed to its professional advisers who are bound to the Party by a duty of confidence which applies to any information disclosed.

13.2	If a Party becomes required, in circumstances contemplated by Section 13.1(a) or (b) above to disclose any Confidential Information, the disclosing Party shall use its reasonable endeavours to consult with the Buyer or the Bondholder Committee, as applicable, prior to any such disclosure.

13.3	The restrictions contained in this Section 13 shall continue to apply during twenty-four (24) months after the Closing Date or termination of this Agreement.

14	Announcements

14.1	Each of the Buyer and the Company will issue a press release on the date of this Agreement with regard to this Agreement and the Restructuring.

14.2

All press releases, public announcements or public relations activities by a Party with regard to this Agreement, the Restructuring or any related matter, for the avoidance of doubt including the press releases referred to in Section 14.1, shall be approved in writing by the Buyer and the Bondholder Committee in advance of such release, announcement or activity (such consent not to be unreasonably withheld or delayed).

15	Bondholder Committee Representative

15.1	The Bondholder Committee hereby unconditionally, irrevocably and exclusively fully authorises Andreas Jaufer (the “Bondholder Committee Representative”), to be their representative in the following matters under this Agreement:

(a)

consent to any disclosure or announcement in accordance with Section 13 (Confidentiality) or Section 14 (Announcements);

(b)

giving, executing and delivering any waiver or consent under, or any amendment to, this Agreement; and

(c)

signing, executing and delivering any document and taking any action that may be necessary or appropriate in connection with this Agreement (including but not limited to the Escrow Agreement and any document to be signed, executed or delivered at Closing unless such document is to be signed by the Agent in accordance with the Written Procedure Notice).

15.2

All decisions and actions of the Bondholder Committee Representative has been authorised to undertake in accordance with this Agreement shall be binding upon the Bondholder Committee as if expressly confirmed and ratified in writing by each of the Bondholder Committee members, and none Bondholder Committee members shall have the right to object, dissent, protest or otherwise contest the same.

15.3

The Bondholder Committee fully discharge the Bondholder Committee Representative from any liability whatsoever, provided that the Bondholder Committee Representative has not acted with gross negligence or wilful misconduct and confirm that the Bondholder Committee Representative shall never be responsible for indirect loss.

16	Miscellaneous

16.1

Notices

16.1.1

All notices and other communications required or permitted under this Agreement must be in writing and sent by courier, registered mail or e-mail and shall be deemed to have been received by a party:

(i)

if delivered by courier, on the day of delivery;

(ii)

if sent by registered mail, three (3) Business Days after the notice was deposited in the mail (postage prepaid); or

(iii)

if sent by e-mail, when sent by the sender unless the sender receives a delivery failure notification indicating that the e-mail has not been delivered to the addressee.

16.1.2

All notices and communications required or permitted under this Agreement shall be addressed as set forth below or to such other addresses as may be given by written notice in accordance with this Section 16.1.

*If to Sentica:*		Sentica Buyout IV GP Oy (representing Sentica Buyout IV Ky and Sentica Buyout IV Co-Investment Ky)

For the attention of:		Mika Uotila Kasarmikatu 21 B, FI-00130 Helsinki FINLAND mika.uotila@sentica.fi

*With a copy to:*		Borenius Attorneys Ltd

For the attention of:		Johannes Piha Eteläesplanadi 2, FI-00130 Helsinki FINLAND Email: johannes.piha@borenius.com

*If to the Company*		Func Food Group Oyj

For the attention of:		Robin Lybeck Mannerheimintie 105, FI-00280 Helsinki FINLAND Email: robin.lybeck@funcfood.com

*With a copy to:*		Borenius Attorneys Ltd

For the attention of:		Johannes Piha Eteläesplanadi 2, FI-00130 Helsinki, FINLAND Email: johannes.piha@borenius.com

*If to the Bondholder Committee:*		Robus Capital Management Ltd

For the attention of:		Andreas Jaufer 9 Percy Street, London W1T 1DL UK Email: aj@robuscap.com

*With a copy to:*		Gernandt & Danielsson Advokatbyrå KB

For the attention of:		Mikael Borg and Caroline Jägenstedt Wikman Hamngatan 2 P.O. Box 5747 SE-114 87 Stockholm SWEDEN Email: mikael.borg@gda.se, and caroline.j.wikman@gda.se

*If to the Buyer:*		Celsius Holdings, Inc.

For the attention of:		John Fieldly, CEO 2424 N. Federal Highway, Suite 208, Boca Raton, Florida 33431 USA Email: jfieldly@celsius.com

*With a copy to:*		Gutierrez Bergman Boulris, PLLC

For the attention of:		Dale Bergman, Esq. 901 Ponce de Leon Blvd, Suite 303, Coral Gables, Florida 33134 USA Email: dale.bergman@gbbpl.com

16.2

Costs and expenses

16.2.1

Except as otherwise set forth in this Agreement, each Party shall bear its own costs and expenses, including without limitation fees and expenses of advisors, in relation to the Restructuring. Without prejudice to the previous sentence, the following has been agreed between the Parties.

16.2.2

Fees to the Company’s advisors, the Agent and the Agent’s and the Bondholder Committee’s advisors in relation to the Restructuring shall be capped at EUR 500,000 (the “Fee Cap”) plus, if relevant, any amount payable under the Third Fee Coverage (as defined below). Fees shall only be payable to legal advisors.

16.2.3

EUR 300,000 of fees to the Agent and the Agent’s and Bondholder Committee’s advisors (the “Bondholders’ Fees”) shall be paid out of the cash purchase price for the Buyer Bond (the “First Fee Coverage”).

16.2.4

EUR 200,000 of fees to the Company’s advisors and, if exceeding the First Fee Coverage, the Bondholders’ Fees shall be paid by the Company, and, secondly, if the Company has not sufficient cash at hand at Closing, be paid by the Buyer (the “Second Fee Coverage”). Such payment shall be made in advance upon request by the Bondholder Committee and at the latest on the Closing Date.

16.2.5

Should the Bondholders’ Fees not be fully covered in accordance with what is set out above, the Agent, the Agent’s and the Bondholder Committee’s advisors shall have the right to be compensated for any outstanding amount out of the cash purchase price for the Buyer Bonds, for the avoidance of doubt in excess of the Fee Cap (the “Third Fee Coverage” and jointly with the First Fee Coverage and the Second Fee Coverage, the “Fee Coverage”).

16.2.6

The Bondholders shall compensate the Buyer for the Insurance Premium Compensation out of the Buyer Bond Purchase Price.

16.2.7

The Bondholders shall furthermore pay Robus Capital Management Ltd the Advisory Success Fee.

16.3

Amendments and waivers

This Agreement may only be amended by an instrument in writing duly executed by the Parties. No change, termination, modification or waiver of any provision, term or condition of this Agreement shall be binding on the Parties, unless it is made in writing.

16.4

Entire agreement

This Agreement supersedes all prior agreements and understandings, written and oral, between the Parties with respect to its subject matter and constitutes the entire agreement between the Parties.

16.5

Assignment

No Party may assign, sub-contract, or otherwise transfer, pledge or grant any other security interest in or over any rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing the Buyer shall have the right to nominate a fully owned subsidiary of the Buyer as the “Buyer” under this Agreement (the “Designated Transferee”) as set out in Section 1. In case of such assignment, the Buyer (Celsius Holdings, Inc.) shall (together with the Designated Transferee) remain liable for all the obligations transferred to the Designated Transferee under this Agreement and the Buyer (Celsius Holdings, Inc.) guarantees, as for its own debt, the fulfilment of any liabilities and obligations of the Designated Transferee arising out of this Agreement.

16.6

No waiver

Failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce such provisions, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any subsequent breach of such provision or waiver by such Party of any breach of any other provision hereof.

16.7

Partial invalidity

If any provision of this Agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the Parties shall amend this Agreement in order to give effect to, so far as is possible, the spirit of this Agreement. If the Parties fail to amend this Agreement, the provision, which is void, invalid or unenforceable, shall be deemed deleted and the remaining provisions of this Agreement shall continue in full force and effect.

17	Governing law and disputes

17.1

This Agreement shall be governed by and construed in accordance with the laws of Sweden without taking into account its conflicts of law principles.

17.2

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration tribunal shall be composed of three arbitrators. The place of arbitration shall be Stockholm and the arbitral proceedings shall be conducted in the English language.

17.3

Arbitration initiated with reference to this Section 17.2 shall be treated as confidential by the Parties and may not be disclosed to third parties without the other Party’s approval. Such confidentiality includes all information which is disclosed in the course of the arbitration as well as decisions and awards rendered as a result of the arbitration. A Party shall, however, not be prevented from disclosing such information in situations referred to in Sections 13.1(a) through (f) above.

* * *

[SIGNATURE PAGES TO FOLLOW]

This Agreement shall enter into force on the date set out in the beginning of this Agreement when signed by all Parties. This Agreement may be executed electronically in any number of counterparts.

Tailor High Yield Opportunities

/s/ Didier Margetyal
Name: Didier Margetyal		Name:

Apex Asset Management AG

/s/ Lars Jensen
Name: Lars Jensen		Name:

Mandatum Life nordic high yield

/s/ Kristian Nihtilä		/s/ Merja Koliseva
Name: Kristian Nihtilä		Name: Merja Koliseva

Genève Invest (Europe) S.A.

/s/ Helge Müller
Name: Helge Müller		Name:

Peak Core StratEgies

/s/ Per Djerf
Name: Per Djerf		Name:

ROBUS CAPITAL MANAGEMENT LTD AS INVESTMENT MANAGER OF PRIME CAPITAL DEBT SCS SICAV-FIS ROBUS RECOVERY SUB-FUND, PRIME CAPITAL SA SICAV-FIS ROBUS GERMAN CREDIT OPPORTUNITIES SUB-FUND AND HAUCK & AUFHÄUSER PRIVATBANKIERS KGAA ROBUS MID-MARKET VALUE BOND FUND

/s/ Andreas Jaufer
Name: Andreas Jaufer		Name:

Stichting Pensioenfonds DSM Nederland

/s/ Ger Van Neer
Name: Ger Van Neer		Name:

Stichting Pensioenfonds SABIC

/s/ Ger Van Neer
Name: Ger Van Neer		Name:

C.L. davids fond og samling

/s/ Niels Manzanti
Name: Niels Manzanti		Name:

Oy Neonest Ab

/s/ Roger Lönnberg		/s/ Lauri Soikkeli
Name: Roger Lönnberg		Name: Lauri Soikkeli

Anchor Oy Ab

/s/ Roger Lönnberg		/s/ Lauri Soikkeli
Name: Roger Lönnberg		Name: Lauri Soikkeli

Sentica Buyout IV Ky SENTICA BUYOUT IV CO-INVESTMENT KY Both represented by their general partner Sentica Buyout IV GP Oy

/s/ Mika Uotila
Name: Mika Uotila		Name:

Celsius Holdings, Inc.

/s/ John Fieldly
Name: John Fieldly		Name:

Func food group oyj

/s/ Robin Lybeck
Name: Robin Lybeck		Name:

Exhibit 10.2

share purchase agreement

BY AND AMONG

SHAREHOLDERS OF Func Food group Oyj,

AS THE SELLERS,

AND

Celsius Holdings, inc.

AS THE purchaser,

REGARDING THE SHARES IN

func food group oyj

TABLE OF CONTENTS

Parties		5
DEFINITIONS		6
1	SALE AND PURCHASE	9
	1.1 Object	9
	1.2 Delivery and Transfer of Title	9
2	Purchase Price and Payment of Purchase Price	9
	2.1 Purchase Price	9
	2.2 Payment of the Purchase Price	9
3	CLOSING	9
	3.1 Closing	9
	3.2 Conditions Precedent of Sellers	10
	3.3 Conditions Precedent of Purchaser	10
	3.4 Deliveries at Closing	10
4	REPRESENTATIONS AND WARRANTIES OF SELLERS	11
	4.1 General	11
	4.2 Existence of Sellers and Validity	11
	4.3 Shares	11
	4.4 Existence and Status of Company	12
	4.5 Subsidiaries	12
	4.6 Corporate Records and Documents	12
	4.7 Accounts	12
	4.8 Taxes	13
	4.9 Assets	13
	4.10 Premises	13
	4.11 Agreements	13
	4.12 Employees	13
	4.13 Intellectual Property	14
	4.14 Insurance	14
	4.15 Compliance with Laws and Permits	14
	4.16 Litigation and Claims	15
	4.17 No Conflicts	15
	4.18 Filings, Consents and Approvals	15
	4.19 Brokers Fees	15
	4.20 Accounts Receivable	15
	4.21 Changes	16
	4.22 Environmental Laws	17
	4.23 No other Warranties	17

2 (24)

5	REPRESENTATIONS AND WARRANTIES OF PURCHASER	17
	5.1 General	17
	5.2 Existence of Purchaser and Validity	17
	5.3 Financing	17
	5.4 No Breach of Warranties	17
6	Sellers’ LIABILITY	17
	6.1 Sellers’ Liability	17
	6.2 Insurance Policy	18
	6.3 Limitation of Sellers’ Liability	18
7	ADDITIONAL UNDERTAKINGS	20
	7.1 Resignations	20
	7.2 Confidentiality and Publicity	20
	7.3 Business between Signing and Closing	21
	7.4 Waiver of Redemption Right and Consent to Transfer	21
	7.5 Shareholders’ Agreements	21
8	MISCELLANEOUS	22
	8.1 Notices	22
	8.2 Assignment	22
	8.3 Tax	22
	8.4 Costs	22
9	INTERPRETATION AND DISPUTES	22
	9.1 Integration and Drafting	22
	9.2 Provisions Severable	22
	9.3 Headings	23
	9.4 Amendments	23
	9.5 Governing Law and Disputes	23
10	COUNTERPARTS	24

3 (24)

APPENDICES

Appendix	Description
A	Sellers

4.5	Subsidiaries

4.7.1	Accounts

4.13.1	Owned Intellectual Property Rights

5.2.1	Purchaser’s resolution

7.1	Form of Resignation Letter

4 (24)

share purchase agreement

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into effective 11 September 2019 between:

Parties

(1)	Sentica Buyout IV Ky, a Finnish limited partnership with Business Identity Code 2511391-7, having its registered domicile in Helsinki, Finland and represented by its general partner Sentica Buyout IV GP Oy (“Sentica”);
(2)	Sentica Buyout IV Co-Investment Ky, a Finnish limited partnership with Business Identity Code ID 2577383-7, having its registered domicile in Helsinki, Finland and represented by its general partner Sentica Buyout IV GP Oy (“Sentica Co-Investment”)
(3)	the minority shareholders listed as Minority Shareholders in Appendix A (the “Minority Shareholders”); and
(4)	Celsius Holdings, Inc., a Nevada corporation listed in Nasdaq Stock Market LLC: CELH, having its registered domicile in the state of Nevada, USA or a Dutch fully owned subsidiary of Celsius Holdings, Inc. nominated by Celsius Holdings, Inc. prior to Closing (the “Purchaser”).

	Parties (1) – (3) together the “Sellers” and each a “Seller”. Parties (1) – (4) together the “Parties” and individually a “Party”.

BACKGROUND

(A)

The Sellers own 31,396,564 shares (the “Shares”) in Func Food Group Oyj, a Finnish public company with Business Identity Code 2592369-6 (the “Company”). The Shares constitute all of the issued and outstanding shares in the Company.

(B)

The Company has issued a EUR 38,000,000 Senior Security Callable Floating Rate Bonds 2015/2019 (ISIN SE0007186150) (the “Bond”) previously listed at the Nasdaq Stockholm Exchange. In addition to the Bond certain other lenders have granted subordinated loans to the Group, some of which have convertible option rights attached to them.

(C)

The Company is in default under the terms and conditions for the Bond due to the non-payment of interest and due to the non-payment on the final maturity date on 26 June 2019 and the Company has no means to repay the Bond. Therefore, the Bondholders could request for the immediate payment of the Bond and pursue other actions under the terms of the Bond and related security documents.

(D)

Prior to the entering into this Agreement, the Company, the Purchaser, the Bondholders and the Other Lenders have negotiated a restructuring of the Bond and Other Loans in connection with the Closing. As part of the restructuring, the Shares will be sold to the Purchaser.

(E)

The Sellers are selling the Shares for nominal consideration and are assuming only limited liability with respect to Fundamental Warranties. In the event of inaccuracies in the Warranties, the Sellers and the Purchaser have agreed that the Purchaser may arrange for a warranty and indemnity insurance in the name of the Purchaser, without possibility of any recourse against the Sellers (unless otherwise explicitly set forth in this Agreement), on the terms and conditions set forth in the Insurance Policy.

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DEFINITIONS

As used in this Agreement, including the preamble and the Appendices, and unless expressly otherwise stated or evident in the context, the following terms and expressions shall have the following meanings, the singular (where appropriate) includes the plural and vice versa:

“Accounting Principles”	means, with respect to the consolidated and unconsolidated Accounts of the Company, (i) the generally accepted accounting principles in Finland, which are subject to the International Financial Reporting Standards (IFRS), the Finnish Accounting Act (1336/1997, as amended) and the Finnish Accounting Ordinance (1339/1997, as amended), as adopted and consistently applied by the Company.

“Accounts”	means the audited consolidated financial statements of the Company for the financial period ended on the Accounts Date.

“Accounts Date”	means 31 December 2018.

“Affiliate”	means, with respect to any company, other entity or person, any other company, other entity or person directly or indirectly controlling, controlled by, or under direct or indirect common control with such company, other entity or person.

“Agreement”	means this Share Purchase Agreement and its Appendices, as amended, modified or restated from time to time, as the case may be.

“Basket”	has the meaning set forth in Section 6.3.2(ii).

“Bond”	has the meaning set forth in the Background Section.

“Bondholder”	has the meaning set forth in the Bond, i.e. the person who is registered on a Securities Account as direct registered owner (in Swedish: ägare) or nominee (in Swedish: förvaltare) with respect to a Bond.

“Bond Transfer Agreement”	means the transfer agreement in relation to the Bond and the master agreement for the Restructuring entered into on the date of this Agreement.

“Bring Down of Disclosures”	means a review of the Warranties given at Closing with the individuals referred to in the definition “Seller’s Knowledge” immediately prior to the Closing to identify any facts or circumstances constituting a breach of any of the Warranties given at Closing.

“Business Day”	means any day from Monday to Friday on which the banks in Helsinki, Finland and Stockholm, Sweden are normally open for the general banking business.

“Company”	has the meaning set forth in the Background Section.

“Claim”	means any claim made by the Purchaser against the Sellers in respect of any breach of the Agreement.

“Closing”	means the consummation of the transactions hereunder as contemplated in Section 2 (Closing).

“Closing Date”	has the meaning set forth in Section 3.1.1 (Closing).

“Disclosure Material”	means the files (including for the avoidance of doubt the Q&A) uploaded in the data room set up for the purpose of the Due Diligence and included on an USB drive to be delivered to the Purchaser at Closing.

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“Due Diligence”	means the commercial, financial, tax, and legal due diligence review of the Group carried out by the Purchaser.

“Encumbrance”	means any pledge, mortgage, retention of title, right of recovery (in Finnish: takaisinotto-oikeus), other security interest or other similar encumbrance.

“Fairly Disclosed”	means any risk, fact, event, occurrence, circumstance or other matter fairly disclosed to the Purchaser (including its representatives and professional advisors) in the Disclosure Material, in the Bring Down of Disclosures or in the Bond Transfer Agreement (including its schedules). However, if the disclosure of a risk, fact, event, circumstance or other matter is made in such a manner that it could not be expected that a diligent and professional purchaser using professional advisors’ services could be reasonably able to realize the existence of the relevant risk, fact, event, occurrence, circumstance or other matter, such matter shall not be deemed Fairly Disclosed.

“Fundamental Warranties”	means the Warranties set out in Sections 4.2 (Existence of Sellers and Validity) and 4.3 (Shares).

“Group”	means the Company and the Subsidiaries.

“Group Company”	means any company belonging to the Group.

“Insurance Policy”	means the warranty and indemnity insurance policy in the name of the Purchaser and in the form separately agreed by and between the Purchaser and the Insurer.

“Insurer”	means the insurer under the Insurance Policy.

“Intellectual Property Rights”	means patents, trade names, trademarks, designs, utility models, copyrights, internet domains and any other intellectual property in any jurisdiction, including in each case applications and licenses related to these.

“Key Employees”	means Robin Lybeck and Thorsten Brandt.

“Loss”	means any direct and actual losses (including reasonable attorney’s fees) and such indirect losses the Purchaser can show that have been reasonably foreseeable result from the breach of the Warranty in question or other respective term of the Agreement.

“Option Rights”	means the 18,800,000 option rights convertible into shares in the Company and attached to the Sentica Loans and Joy Loan.

“Ordinary Course of Business”	means the ordinary course of business of the Group as a going concern and consistent with past practice.

“Other Lenders”	means each of Jutta Marketing Oy, Joy Group Oy, Magmax AB, Sentica and Sentica Co-Investment.

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“Other Loans”	means the following loans

	(i)	Jutta Marketing Oy capital loan of EUR 49,666.67, plus accrued but unpaid interest (EUR 15,029.20 as per 30 April 2019), and shareholder loan of EUR 36,333.00, plus accrued but unpaid interest (EUR 11,009.40 as per 30 April 2019) (the “Jutta Loans”);

	(ii)	Joy Group Oy convertible loan of EUR 301,854.98, plus accrued but unpaid interest (EUR 86,456.77 as per 30 April 2019) (subordinated loan) (the “Joy Loan”);

	(iii)	Magmax AB a subordinated vendor loan of EUR 1,500,000, plus accrued but unpaid interest (EUR 446,538.14 as per 30 April 2019) (the “Vendor Loan”);

	(iv)	Sentica and Sentica Co-Investment convertible loans with total principal of EUR 8,898,145.02, plus accrued but unpaid interest (EUR 1,803,162.56 as per 30 April 2019) (the “Sentica Loans”).

“Owned Intellectual Property Rights”	means Intellectual Property Rights which the Group owns or exclusively licenses.

“Party”	has the meaning set out in the Parties section.

“Permits”	means permits, licenses, consents and other authorisations of public authorities and other regulatory bodies (public or non-public).

“Personnel”	has the meaning set forth in Section 4.12.2.

“Purchase Price”	has the meaning set forth in Section 2.1.

“Purchaser”	has the meaning set forth in the Parties Section.

“Restructuring”	means the restructuring of the Bond and sale and transfer of Other Loans and Shares to the Purchaser and cancellation of Option Rights in connection therewith pursuant to the Bond Transfer Agreement.

“Restructuring Date”	means a date when the Restructuring takes place pursuant to the Bond Transfer Agreement.

“Sellers”	has the meaning set forth in the Parties Section.

“Sellers’ Knowledge”	means the actual knowledge of the Company’s board of directors and CEO.

“Shares”	has the meaning set forth in the Background Section.

“Statutes”	means any laws, regulations, decisions, ordinances or other statutes.

“Subsidiary”	means a direct or indirect subsidiary of the Company as set out in Appendix 4.5.

“Tax”	means any taxes, social security charges, statutory unemployment and pensions premiums, customs and other similar payments (including withholdings thereof) imposed by any tax or other authority (including statutory pension insurance institutions), including all penalties (including tax increases) and interests thereon.

“Warranties”	means the representations and warranties of the Sellers under Section 4 (Representations and Warranties of Sellers).

References to Appendices and Sections means the Appendices and Sections of this Agreement. The words “include”, “includes” and “including” shall be read “without limitation”. Unless the context otherwise requires, any reference to any contract or Statutes is a reference to it as amended and supplemented from time to time. Reference to a “day” or a number of “days” (other than Business Day) is a reference to a calendar day. Unless otherwise indicated, any reference to a time is a reference to Helsinki (EET) time.

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1 SALE AND PURCHASE

1.1 Object

1.1.1

Upon the terms and subject to the conditions set forth in this Agreement, the Sellers sell and the Purchaser purchases the Shares free and clear of any Encumbrances effective on the Closing Date.

1.2 Delivery and Transfer of Title

1.2.1

The full and unrestricted ownership of and title to the Shares free and clear of any Encumbrances shall pass from the Sellers to the Purchaser at the Closing against payment of the Purchase Price pursuant to Section 2.2 and fulfilment and completion of the Closing procedures set forth in Section 3.4 (Deliveries at Closing).

2 Purchase Price and Payment of Purchase Price

2.1 Purchase Price

2.1.1

The purchase price payable by the Purchaser to the Sellers for all the Shares shall be one (1) euro (the “Purchase Price”).

2.2 Payment of the Purchase Price

2.2.1

The Parties acknowledge the payment and receipt of the Purchase Price on the Closing Date automatically upon completion of the Restructuring.

3 CLOSING

3.1 Closing

3.1.1

The Closing takes place on the Closing Date on the same date as the closing of the Bond Transfer Agreement takes place or at other time and place as the Parties may agree upon. The Closing Date is the Restructuring Date provided that all the conditions precedent for the Closing set forth in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser) have been fulfilled or have been waived.

3.1.2

The Parties shall use their respective best efforts to cause all necessary actions to be taken in order to fulfil all the conditions precedent set forth in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser) as promptly as possible and make all deliveries as set forth in Section 3.4 (Deliveries at Closing) timely and properly. Each Party shall promptly inform the other Party of the fulfilment, non-fulfilment or waiver of the conditions precedent set forth in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser).

3.1.3

If the Closing has not taken place within 3 months from the date of this Agreement, either Party may terminate this Agreement provided, however, that the failure for the Closing to take place is not due to a breach of this Agreement by such Party. In case of such rescission, a Party is not entitled to any indemnification due to such termination under this Agreement or otherwise under law provided that the failure for the Closing to take place is not due to a breach of this Agreement by the other Party. In the event that this Agreement is rescinded pursuant to this Section 3.1.3, all further obligations of the Parties under this Agreement (other than pursuant to Section 7.2 (Confidentiality and Publicity) and Section 9 (Interpretation and Disputes)), terminate.

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3.2 Conditions Precedent of Sellers

3.2.1

The Sellers’ obligation to consummate the transactions contemplated hereunder is subject only to the fulfilment (on or before the Closing Date) of each of the following conditions (to the extent not expressly waived by the Sellers):

(i)

the Restructuring takes place in connection with the Closing; and

(ii)

the Purchaser has performed in all material respects its obligations under this Agreement required to be performed by it on or prior to the Closing pursuant to the terms hereof.

3.3 Conditions Precedent of Purchaser

3.3.1

The Purchaser’s obligation to consummate the transactions contemplated hereunder is subject only to the fulfilment (on or before the Closing Date) of the following conditions (to the extent not expressly waived by the Purchaser):

(i)

the Restructuring takes place in connection with the Closing; and

(ii)

the Sellers have performed in all material respects its obligations under this Agreement required to be performed by it on or prior to the Closing pursuant to the terms hereof (for the avoidance of doubt any possible breach of Warranties shall not be considered as non-performance of the Sellers’ obligation under this Section).

3.4 Deliveries at Closing

3.4.1

At the Closing, and as a condition for the Closing, the following deliveries and actions shall take place:

(i)

the Parties confirm the fulfilment or waiver, as the case may be, of the conditions precedent in Sections 3.2 (Conditions Precedent of Sellers) and 3.3 (Conditions Precedent of Purchaser);

(ii)

the Sellers shall sell and transfer the Shares to the Purchaser;

(iii)

the Restructuring takes place (including the sale of Other Loans and cancellation of Option Rights);

(iv)

the Seller provides the result of the Bring Down of Disclosures to the Purchaser (in writing);

(v)

the Purchaser delivers to the Sellers evidence of payment regarding transfer tax imposed on the transactions contemplated under this Agreement as set forth in Section 8.2.1 (Tax);

(vi)

the Sellers deliver to the Purchaser the resignations set forth in Section 7.1 (Resignations);

(vii)

the Parties confirm and acknowledge in writing the and the actions and deliveries at, and consummation of, the Closing; and

(viii)

the Parties deliver any other document, condition, amount or matter reasonably required for to be produced, delivered, released, paid or fulfilled at the Closing.

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3.4.2

All deliveries made and actions taken at the Closing will be considered to have occurred simultaneously as part of a single transaction and in the proper sequence, and no action will be considered to have been taken and no delivery will be considered to have been made until each of the above-mentioned actions and deliveries have been completed.

4 REPRESENTATIONS AND WARRANTIES OF SELLERS

4.1 General

4.1.1

Prior to the date hereof, the Purchaser has been given an opportunity to conduct and the Purchaser has together with its professional advisors conducted the Due Diligence to the extent deemed appropriate by the Purchaser. For the purpose of the Due Diligence, the Purchaser and its professional advisors have been given access to and received access to the Disclosure Material.

4.1.2

The Warranties, other than the Fundamental Warranties, are set out herein solely for the purposes of the Insurance Policy, and the Sellers shall have no liability for breach of the Warranties (other than the Fundamental Warranties). Having regard to the above and subject to what has been Fairly Disclosed, the Sellers represent and warrant to the Purchaser that the statements set forth below in this Section 4 are true and correct both on the date of this Agreement and at the Closing Date (except to the extent any Warranty refers to another date, in which case as of such other date).

4.1.3

The Purchaser acknowledges and accepts with respect to any budgets, projections, forecasts or analyses made available by the Seller to the Purchaser, that (i) there are uncertainties inherent in attempting to make such budgets, projections, forecasts or analyses, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such budgets, projections, forecasts or analyses, and (iv) it shall have no claim against the Sellers with respect thereto.

4.2 Existence of Sellers and Validity

4.2.1

Each corporate Seller is duly organized and validly existing under the laws of its incorporation.

4.2.2

Each Seller is the legal owner of the respective Shares as set forth in Appendix A. Each Seller has the full right, power and authority to sell and transfer its Shares in accordance with the terms of this Agreement and the delivery to the Purchaser of the Shares pursuant to the provisions of this Agreement transfers the valid title to these Shares to the Purchaser free and clear of any Encumbrances at Closing.

4.2.3

This Agreement is a valid and binding obligation of each Seller enforceable against it in accordance with its terms.

4.2.4

No registration, authorisation, or approval or filing with any governmental authority, court, or other third party is necessary to enable each Seller to enter into, and to perform its obligations under, this Agreement. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a violation or breach of any applicable Statutes, ruling or arbitral award of any government body, court or arbitral tribunal or obligation to which a Seller is bound.

4.3 Shares

4.3.1

The Shares have been legally and validly issued, are fully paid and together with the Option Rights constitute (on a fully diluted basis) 100% of the issued shares and share capital of the Company.

4.3.2

There are no other outstanding stock options, warrants, convertible loans or other special rights (in Finnish: erityinen oikeus) which would entitle any other than the Purchaser to any additional shares in the Company.

4.3.3

The Company has not issued share certificates or interim share certificates for the Shares.

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4.4 Existence and Status of Company

4.4.1

The Company is duly organised and validly existing under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify could be reasonably expected to result in a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company and the Subsidiaries, taken as a whole (a “Material Adverse Effect”).

4.5 Subsidiaries

4.5.1

Each Subsidiary is duly organised and validly existing under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify could be reasonably expected to result in a Material Adverse Effect.

4.5.2

The Company does not own any shares or other ownership interest of material importance in legal persons other than the shares or other ownership interests in the Subsidiaries.

4.5.3

All shares or other ownership interests in the Subsidiaries have been legally validly issued and are fully paid.

4.5.4

There are no outstanding stock options, warrants, convertible loans or other rights which would entitle anyone other than the Company to any shares or other ownership interests in the Subsidiaries.

4.5.5

Each Group Company has full corporate power to carry out its respective business.

4.6 Corporate Records and Documents

4.6.1

True, complete and current copies of the articles of association and trade register extracts of each Group Company are included in the Data Room Material. No amendment is pending regarding any of the above-mentioned documents.

4.6.2

The books and records of each Group Company exist, are in the possession of the respective Group Company, and are in all material respects duly and correctly kept, in each case, to the extent required by applicable Statutes, including the maintenance of an adequate system of internal controls.

4.7 Accounts

4.7.1

Attached as Appendix 4.7.1 are true, correct and complete copies of the Accounts. The Accounts have been prepared in accordance with the Accounting Principles. The Accounts give a true and fair view of the results of the operations and financial condition of the Company, at such date and for such period. Except as set forth in the Accounts, neither the Company nor the Subsidiaries has any material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the Ordinary Course of Business subsequent to the Accounts Date; (ii) obligations under contracts and commitments incurred in the Ordinary Course of Business. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with Accounting Principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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4.8 Taxes

4.8.1

Each Group Company:

(i)

has filed the tax returns, reports and other notification in respect of Taxes, which are required to be filed with applicable tax or other authorities by the date of this Agreement, and such returns and reports were and remain correct, complete and accurate;

(ii)

has made the appropriate withholdings and has paid to applicable authorities the Taxes required to be paid by the date of this Agreement and by the Closing Date; and

(iii)

is not or will not be subject to any direct or indirect liability related to Taxes imposed or retroactively imposed on it for any period prior to the Closing Date under any fiscal, withholding, social security, customs, VAT or similar Statutes, exceeding the specific Tax provisions contained in the Accounts, excluding Tax arising in the Ordinary Course of Business after the Accounts Date.

4.8.2

No Group Company has been granted any waiver or extension by any Tax authority of any period of limitation concerning the time of assessment or collection of any Taxes. There are no Tax audits currently pending against the Group.

4.9 Assets

4.9.1

The Group has valid ownership to all the assets and rights, tangible or intangible (“Assets”), reflected as being owned in the Accounts, and to all such assets obtained after Accounts Date, except for those sold in the Ordinary Course of Business. Such assets are not subject to any Encumbrances, except as recorded in the Accounts or arising in the Ordinary Course of Business or by way of operation of applicable Statutes.

4.10 Premises

4.10.1

The terms and conditions of all material lease agreements pursuant to which the Group leases premises have been Fairly Disclosed and such lease agreements are valid and binding in accordance with their respective terms. No Group Company is in breach of any such lease agreement and, to the Sellers’ Knowledge, none of the respective lessors is in breach of such lease agreement.

4.11 Agreements

4.11.1

The terms and conditions of Group’s agreements and other arrangements are on arm’s length terms and in accordance with the Statutes. Neither the Company nor any Subsidiary is in breach of any of the Group’s agreements or other arrangements other than the Bond or any breach that could not reasonably be expected to result in a Material Adverse Effect.

4.11.2

Except for agreements containing a confidentiality undertaking entered into in the Ordinary Course of Business, there are no agreements, commitments and other similar arrangements which explicitly and materially restrict or impair (e.g. through non-competition or other similar obligations) the current operations of the Group.

4.12 Employees

4.12.1

The Disclosure Material includes information on the Key Employees to the extent permitted under the Statutes. The Disclosure Material indicates salaries, fringe benefits, pension entitlements, bonus or incentive schemes and similar entitlements of the Key Employees exceeding the requirement of mandatory law.

4.12.2

The pension benefits of the Group’s current personnel (“Personnel”) are in accordance with, but not in excess of, that provided by mandatory laws in Finland. The pension insurance premiums have at all times been fully paid when due, and the pension liabilities are fully funded, and the Group has no liabilities thereunder related to the period prior to the Closing Date, except for liabilities arising in the Ordinary Course of Business.

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4.12.3

The Group is in compliance in all material respects with its employment agreements and all applicable Statutes regarding employment related matters (including, but not limited to those related to employment practices, terms and condition, health and safety, collective bargaining agreements, wages and hours) with respect to its current and former personnel.

4.12.4

There are currently no strikes, slowdowns, lockouts or similar actions, and to the Sellers’ Knowledge there is no threat of such actions.

4.12.5

No Key Employee has on or before the date of this Agreement been given a notice of termination. No Key Employee has on or before the date of this Agreement given notice of termination.

4.13 Intellectual Property

4.13.1

The Owned Intellectual Property Rights are listed in Appendix 4.13.1. The Group owns or is the exclusive and perpetual licensee of the Owned Intellectual Property Rights. The Owned Intellectual Property Rights are valid and to the Sellers’ Knowledge, there exists no occurrences or circumstances that could affect the validity of any Owned Intellectual Property Rights. The Owned Intellectual Property Rights have, to the extent such Owned Intellectual Property Rights are capable of being registered, been duly registered in the relevant material jurisdictions.

4.13.2

The Intellectual Property Rights owned or used by the Group do not violate or infringe any Intellectual Property Rights held by any third party, and, to the Sellers’ Knowledge, there is no threat of such violation or infringement. To the Sellers’ Knowledge, no Intellectual Property Rights owned or licensed to the Group are being infringed or threatened to be infringed.

4.13.3

The Owned Intellectual Property Rights comprise all Intellectual Property Rights material to the operations of the Group as currently conducted. The Group owns or has sufficient licenses, or other rights, to all Intellectual Property Rights used in its operations as currently conducted.

4.14 Insurance

4.14.1

The Group maintains directly insurance policies, which provide customary insurance coverage to the operations of the Group. All insurance premiums related to such insurance policies have been timely paid. Such insurance policies have been in force without interruptions and remain in force at least 90 days through the Closing Date. There is no material claim by the Group pending under any such insurance policies.

4.15 Compliance with Laws and Permits

4.15.1

The Group is not in breach, default or any other violation of any applicable Statutes. Neither the Company nor any Subsidiary (i) is in violation in any material respect of any order of any court, arbitrator or governmental body, or (ii) is in violation in any material respect of any statute, rule or regulation of any governmental authority.

4.15.2

All Permits necessary for the Group have been obtained and are, and have been, in full force and effect, and there are no currently existing violations of any such Permit, nor have such violations existed in the past. There is no pending action or threatened action which seeks the revocation of any such Permit.

4.15.3

The execution and consummation of the transactions contemplated in this Agreement will not result in a violation or breach of or result in any changes to any Permit applicable to the Group.

4.15.4

Neither the Sellers, the Company, nor any director, officer, employee, agent, contractor, consultant, or other person or entity associated with or acting on behalf of the Company, has directly or indirectly (a) made or offered to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment or an improper, illegal or unethical advantage in securing business for the Company, (ii) to pay for favorable treatment for business secured by the Company, (iii) to cause a government official to perform an official function, (iv) to obtain special concessions or for special concessions already obtained, for or in respect of the Company, or (v) in violation of applicable Statutes, or (b) established or maintained any fund or asset with respect to the Company that has not be recorded in the books and records of the Company in violation of applicable Statutes.

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4.16 Litigation and Claims

4.16.1

There are no formal legal proceedings involving the Group as a party (including as an intervening party), nor is there to the Sellers’ Knowledge any threat of such legal proceedings. There is no outstanding judgement, ruling, arbitral award or other decision applicable on the Group or negatively affecting it.

4.16.2

With the exceptions of non-material claims in the Ordinary Course of Business there is no complaint or other claim which has been presented by any third party (including authorities) against the Group nor is there to the Sellers’ Knowledge any threat of any such complaint or other claim.

4.17 No Conflicts

4.17.1

The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s Articles of Incorporation or bylaws (each as amended through the date hereof); (ii) conflict with, or constitute a default (or an event which with notice or lapse of time, or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time, or both) of, any agreement, credit facility, indenture or instrument (evidencing an the Company debt or otherwise) to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Subsidiary is subject, or by which any property or asset of the Company or any Subsidiary is bound or affected, except in the case of each of clauses (ii) and (iii), as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.18 Filings, Consents and Approvals.

4.18.1

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of this Agreement, other than filings which may be required under applicable securities laws.

4.19 Brokers Fees.

4.19.1

No fees or commissions will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, or bank with respect to the transactions contemplated by this Agreement.

4.20 Accounts Receivable.

4.20.1

The accounts receivable that are reflected on the Company’s balance sheet as of the Accounts Date and all accounts receivable arising thereafter and prior to the Closing Date arose and will arise from bona fide transactions in the ordinary course of business in arm’s length transactions and are carried in accordance with Accounting Principles, consistently applied in accordance with past practice.

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4.21 Changes.

4.21.1

Except as contemplated hereby, since the Accounts Date there has not been:

(i)

any material change in the assets, liabilities, financial condition or operating results of the Company (on a consolidated basis) from that reflected in the Accounts, except changes in the Ordinary Course of Business;

(ii)

any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;

(iii)

any waiver or compromise by the Company or any Subsidiary of a valuable right or of a material debt owed to it;

(iv)

any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company or any Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;

(v)

any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;

(vi)

any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;

(vii)

any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any Subsidiary, with respect to any of their respective material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or Subsidiary’s ownership or use of such property or assets;

(viii)

any loans or guarantees made by the Company or any Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the Ordinary Course of Business;

(ix)

any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

(x)

any sale, assignment or transfer of any material Intellectual Property;

(xi)

any receipt of notice from any supplier, distributor or customer of the Company that the Company is in breach of any agreement or that such supplier, distributor or customer of the Company is canceling, materially reducing or otherwise terminating its business with the Company or that it intends to cancel, reduce or otherwise terminate its relationship with the Company;

(xii)

any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;

(xiii)

to the Sellers’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s or any Subsidiary’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or

(xiv)

any arrangement or commitment by the Company or any Subsidiary to do any of the things described in this Section 4.21.

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4.22 Environmental Laws.

4.22.1

Neither the Company nor any Subsidiary has any liabilities under any Environmental Law, nor, to the Company’s knowledge, do any factors exist that are reasonably likely to give rise to any such liability, materially affecting any of the properties owned or leased by the Company or any Subsidiary. Neither the Company nor any Subsidiary has violated in any material respect any Environmental Law applicable to it now or previously in effect. For purposes of this Agreement, “Environmental Law” means any Statute relating to pollution or the protection, cleanup or restoration of the environment or natural resources, or to the public health or safety, or otherwise governing the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, discharge or disposal of hazardous materials.

4.23 No other Warranties

4.23.1

The Parties specifically state and agree that the Sellers have not made, and the Purchaser has not relied on, any other express or implied representations and warranties regarding the Shares or the Group, than the Warranties contained in this Section 4.

5 REPRESENTATIONS AND WARRANTIES OF PURCHASER

5.1 General

5.1

The Purchaser hereby represents and warrants to the Sellers that the statements set forth below in this Section 5 are true and correct both on the date of this Agreement and at the Closing Date.

5.2 Existence of Purchaser and Validity

5.2.1

The Purchaser is a corporation duly organised and validly existing under the laws of Nevada. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms. A certified copy of the resolution of the Purchaser’s board of directors or other applicable authorised corporate body authorising the execution and consummation of this Agreement, including all transactions contemplated hereunder, is attached hereto as Appendix 5.2.1.

5.2.2

No registration, authorisation, or approval or filing with any governmental authority or court is necessary to enable the Purchaser to enter into, and to perform its obligations under, this Agreement. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a violation or breach of any applicable Statutes, ruling or arbitral award of any government body, court or arbitral tribunal or obligation to which the Purchaser is bound.

5.3 Financing

5.3.1

Prior to the execution of this Agreement the Purchaser has secured necessary financing for the transactions contemplated under this Agreement and such financing will be readily available at Closing.

5.4 No Breach of Warranties

5.4.1

On the date of this Agreement, the Purchaser is not aware of any facts or circumstances, which constitute a breach of any Warranty.

6 Sellers’ LIABILITY

6.1 Sellers’ Liability

6.1.1

Subject to the provisions of this Agreement, including Section 6.2 (Insurance Policy), the Sellers shall, as a sole and exclusive remedy, compensate the Purchaser for any Losses actually suffered by the Purchaser as a direct result of any breach of this Agreement by the Sellers. Any indemnification paid by the Sellers to the Purchaser under this Agreement shall be construed as being a reduction of the Purchase Price.

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6.1.2

The Sellers’ obligation to compensate the Purchaser for Losses under this Section 6 shall be the sole and exclusive remedy to the Purchaser for Losses caused by a breach of this Agreement by the Sellers. No other remedy whatsoever, including remedies available under the Finnish Sale of Goods Act (355/1987, as amended) or any other Statute, including the right to withhold any payment, set-off any claim or receivable, or to rescind or terminate this Agreement is available to the Purchaser.

6.1.3

The Sellers’ liability under this Agreement shall be several, not joint, and such liability shall be divided among the Sellers pro rata to the Purchase Price they actually receive. For avoidance of doubt, each Seller gives and is responsible for the Fundamental Warranties only for its own account.

6.2 Insurance Policy

6.2.1

The Parties acknowledge that the Purchaser has obtained the Insurance Policy providing insurance coverage with respect to the Warranties as set out in the Insurance Policy.

6.2.2

None of the Sellers is a party to the Insurance Policy and the Insurer is not a party to this Agreement. The Sellers and the Insurer have no rights or obligations against each other under this Agreement or the Insurance Policy.

6.2.3

The Parties agree that the only remedy available to the Purchaser for a breach of the Warranties is an insurance claim against the Insurer under the Insurance Policy. Irrespective of whether the Insurance Policy is in force or not, and irrespective of whether the Claim of the Purchaser is covered by the Insurance Policy or nor, the Sellers have no liability whatsoever to the Purchaser under any of the Warranties, and the Warranties shall consequently not constitute any right for the Purchaser to make any claims against the Sellers for any breach of any Warranties, except in the event of fraud or wilful misconduct by the Sellers.

6.2.4

For the sake of clarity, the Purchaser or any other person or party whatsoever shall have no right to make any claims against the Sellers regarding any retention amount or deductible under the Insurance Policy.

6.3 Limitation of Sellers’ Liability

6.3.1

The Sellers’ liability under this Agreement shall be limited as follows:

(i)

The aggregate amount of the compensation payable by the Sellers shall always be limited to the amount of the Purchaser Price.

(ii)

The Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers shall not be liable for Losses to the extent the Purchaser could have mitigated those Losses by taking these steps.

(iii)

In order to be valid, each Claim made by the Purchaser shall be made in writing as follows:

(a)

each Claim shall state, with all relevant details, the specific grounds therefore and the amount claimed;

(b)

each Claim shall, in order for such Claim to remain valid, be made within 90 days after the date on which the Purchaser becomes or should have become aware of the circumstances giving rise thereto;

(c)

the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim has been made prior to such date.

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(iv)

The Seller shall only be liable for a losses which are covered by the definition of “Loss”.

(v)

A Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry.

(vi)

If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax saving.

(vii)

No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach or breach due to gross negligence by the Sellers.

6.3.2

The Sellers’ liability for any breach of the Warranties shall in addition be limited as follows:

(i)

The aggregate amount of the compensation shall not exceed EUR 6,000,000.

(ii)

No compensation shall be made unless the aggregate amount of the Losses to be compensated under this Agreement amounts to EUR 250,000 (the “Basket”). If such Losses exceed the Basket, the indemnification shall be made for the amount exceeding the Basket. No individual Loss or group of related Losses which is less than EUR 25,000 shall be taken into account when calculating the above-mentioned threshold.

(iii)

Each Claim made by the Purchaser shall be made in writing as follows:

(d)

each Claim shall state relevant details to the extent known at the time of the Claim;

(e)

each Claim shall be made within reasonable time after the Purchaser becomes aware of the circumstances giving rise thereto; and

(f)

no Claim shall be made after 24 months from the Closing Date, except for Claims due to breaches of (1) Fundamental Warranties, which Claims can be made for seven years from the Closing Date and (2) Section 4.8 (Taxes), which Claims can be made within seven years from the Closing Date. A Claim made with the then known specifics before the expiration of the aforementioned periods shall survive until such Claim is finally and fully resolved.

(iv)

The Purchaser shall not be entitled to make any Claim to the extent that a provision or allowance for the matter of the Loss (whether as a specific reserve or as a general reserve) has been made in the Accounts, or the same is otherwise accounted for or reflected in the Accounts.

(v)

No liability shall arise:

(a)

if and to the extent that any Loss occurs as a result of any legislation which is not in force on the Closing Date, or which takes effect retroactively, or is due the change in the practices of governmental authorities;

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(b)

if such Loss would not have arisen but for an event, act, omission or transaction carried out by the Purchaser (or its Affiliate or any entity deriving title from the Purchaser) after the Closing Date, provided, however, that such event, act, omission or transaction was not carried out (1) pursuant to a legally binding obligation of Purchaser or the Group incurred prior to Closing, (2) pursuant to an obligation imposed by any Statute, or (3) pursuant to this Agreement; nor

(c)

as a result of any Loss for which the Purchaser would have the right to receive compensation under a policy of insurance. If such compensation has been or may be received after the Sellers have compensated the Purchaser, the Purchaser shall transfer or assign the amount of such compensation, or the right to receive it, to the Sellers.

(vi)

The Purchaser shall make any and all Claims relating to any breach of the Sellers of any of the Warranties under the Insurance Policy, and shall have no right to make any such Claims against the Sellers, save for in case (i) a Claim arising out of the breach of the Fundamental Warranties to the extent a Loss relating to the Claim cannot be covered in full under the Insurance Policy (for the avoidance doubt in such case also limited by Section 6.3.1) or (ii) such Claim is the consequence of fraud or wilful misconduct by the Sellers as provided in Section 6.3.4 below.

6.3.3

To the extent that a Claim, with respect to a Loss, has been satisfied under a provision of this Agreement, a Claim for indemnification or reimbursement for such Loss may not be made under any other provision of this Agreement.

6.3.4

No limitations set forth in this Section 6.3 shall apply if the breach is due to Sellers’ fraud or wilful misconduct.

7 ADDITIONAL UNDERTAKINGS

7.1 Resignations

7.1.1

The Sellers shall cause the board members of the Group Companies to resign at the Closing from their positions as members of the board of directors or other similar governing bodies of each relevant Group Company by signing a resignation letter in the form of Appendix 7.1. Such persons shall state in the documents evidencing their resignation that they do not have any claims against any such Group Company based on such position.

7.1.2

The Purchaser shall, to the extent possible under applicable law, cause each applicable ordinary shareholders’ meetings held after the Closing Date or other similar governing bodies of each relevant Group Company to discharge the persons who resigned pursuant to Section 7.1.1 above from liability for their administration until the Closing Date.

7.1.3

Purchaser shall (and shall cause the Company to) exculpate and hold harmless all past and present officers and directors of a Group Company other than in case the action(s) of such person would constitute (i) a wilful misconduct under the Finnish Companies Act, or (ii) fraud or similar criminal conduct.

7.2 Confidentiality and Publicity

7.2.1

Each Party agrees not to disclose this Agreement or its contents to any third parties unless the other Party has given its consent to such disclosure, or if required to do so by Statutes or stock exchange rules. All press releases and other public relations activities of the Parties with regard to the transactions contemplated under this Agreement shall be mutually approved by the Sellers and the Purchaser in advance. Sentica and the Purchaser shall jointly agree on communications relating to the transactions contemplated by this Agreement, including any stock exchange releases.

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7.2.2

However, the above-mentioned shall not apply to Confidential Information, which is or becomes generally available to the public other than as a result of a disclosure by the Parties.

7.3 Business between Signing and Closing

7.3.1

During the period from the date of this Agreement until the Closing, the Sellers undertake (to the extent in their power) to cause the Group to conduct the business in the Ordinary Course of Business. In particular, and without limiting the generality of the foregoing and subject to any limitations arising from the competition Statutes, the Sellers undertake to cause the Group not to:

(i)

change the articles of association;

(ii)

increase in the indebtedness for borrowed money of the Group other than in the Ordinary Course of Business;

(iii)

give any guarantees or place any collaterals other than in the Ordinary Course of Business;

(iv)

enter into any agreement or transaction for the disposal or acquisition of any material properties and assets except in the Ordinary Course of Business;

(v)

make any payment of dividends or group contribution or other distribution of assets (including, but not limited to repayment or redemption any of its share capital or other shareholders’ equity);

(vi)

make any change in any accounting practices; and

(vii)

enter into any agreements, whether or not in writing, to do any of the foregoing.

7.3.2

However, Section 7.3.1 above shall not limit the Sellers or the Group from taking any action (i) which has been approved by the Purchaser in writing, (ii) is based on the Sellers’ or the Group’s existing obligation, (ii) is based on the Bond Transfer Agreement, (iv) which is required by Statutes, or (v) if not taking the action would on the reasonable opinion of the Company’s board have an adverse effect to the Group’s business (including customer or supplier relations) or creditors.

7.4 Waiver of Redemption Right and Consent to Transfer

7.4.1

The Sellers shall at the Closing deliver to the Purchaser the minutes of a resolution by the board of directors of the Company confirming that the board of directors of the Company has given its consent to the acquisition of the Shares by the Purchaser and that the Company irrevocably waives its redemption right pursuant to the articles of association of the Company with respect to the Shares sold to the Purchaser.

7.5 Shareholders’ Agreements

7.5.1

Each Seller confirms that the shareholders’ agreement relating to the Company entered into by such Seller and the Company shall terminate automatically when all deliveries have been made and all actions have taken place at the Closing in accordance with Section 3.4 (Deliveries at Closing) and each Seller further confirms that it does not have any claims against any other party (including the Company) to such shareholders’ agreement following the termination.

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8 MISCELLANEOUS

8.1 Notices

8.1.1

All notices, demands, claims or other communication under this Agreement to the Parties shall be in the English language and are considered to have been duly given or made when delivered in writing by first class mail, email as high priority and always swiftly followed by first class mail or a courier to the party in question as follows (or in such other manner as the respective Party may hereafter specify in writing to the other Parties):

If to the Sellers: to the addresses set forth in Appendix (A);

with a copy to (which copy shall not constitute a notice): Borenius Attorneys Ltd, Eteläesplanadi 2, FI-00130 Helsinki, email: johannes.piha@borenius.com; to the attention of Johannes Piha.

If to the Purchaser: Celsius Holdings, Inc., 2424 N. Federal Highway, Suite 208, Boca Raton, Florida 33431; email: jfieldly@celsius.com; to the attention of John Fieldly, CEO;

with a copy to (which copy shall not constitute a notice): Gutierrez Bergman Boulris, PLLC, 901 Ponce de Leon Blvd, Suite 303, Coral Gables, Florida 33134; email: dale.bergman@gbbpl.com; to the attention of Dale Bergman, Esq.

8.1.2

Notices and other communication will be deemed to have been received by the relevant Party (a) on the fourth (5th) Business Day after the day of mailing if sent by first class mail; (b) on the next day of transmission if sent by email on high priority (and absent of any transmission error); or (c) on the day when received if sent by a courier.

8.2 Assignment

8.2.1

This Agreement and the rights and obligations specified herein are binding upon and inure to the benefit of the Parties and may not be assignable by either Party. Notwithstanding the foregoing Celsius Holdings, Inc. shall have the right to nominate a fully owned subsidiary of Celsius Holdings, Inc. as the Purchaser (the “Designated Transferee”) as set out in the Parties-Section of the Agreement. In case of such assignment, Celsius Holdings, Inc. shall (together with the Designated Transferee) remain liable for all the obligations transferred to the Designated Transferee under this Agreement and Celsius Holdings, Inc. guarantees, as for its own debt, the fulfilment of any liabilities and obligations of the Designated Transferee arising out of this Agreement.

8.3 Tax

8.3.1

The Purchaser shall pay all applicable transfer taxes incurred in connection with the transactions under this Agreement. The Purchaser shall pay the transfer tax imposed on the transactions contemplated hereunder pursuant to the Finnish Act on Transfer Tax (931/1996, as amended) at the Closing in immediately available funds into the Finnish tax authorities’ applicable bank account, and the Purchaser shall deliver to the Sellers documentation evidencing such payments.

8.3.2

Each Party bears their own Taxes relating to the transactions contemplated in this Agreement.

8.4 Costs

8.4.1

Each Party shall bear its own costs unless otherwise agreed in the Bond Transfer Agreement.

9 INTERPRETATION AND DISPUTES

9.1 Integration and Drafting

9.1.1

This Agreement represents the whole agreement between the Parties with respect to the transfer of Shares and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement is construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof.

9.2 Provisions Severable

9.2.1

If any part of this Agreement or any transaction contemplated herein (partly or in whole) is held to be invalid or unenforceable, such determination will not invalidate any other provision of this Agreement or other transactions contemplated herein, unless the deletion of such provision or provisions would result in such a material change so as to cause the transactions contemplated herein to be manifestly unreasonable.

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9.3 Headings

9.3.1

The headings, table of contents and list of appendices of this Agreement are for convenience only and shall not in any manner affect or limit the meaning or interpretation of the provisions of this Agreement.

9.4 Amendments

9.4.1

Any amendments to this Agreement shall be agreed upon in writing by all Parties. Any claim based on an oral or implied amendment shall be deemed void.

9.5 Governing Law and Disputes

9.5.1

This Agreement is governed by and construed in accordance with the laws of Finland without regard to its conflict of laws rules and principles or private international law, excluding the Finnish Sale of Goods Act.

9.5.2

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by three arbitrators. The place of arbitration shall be Helsinki, Finland, and the arbitration proceedings shall be conducted in the English language, but evidence may be submitted also in Finnish or Swedish and witnesses heard in any of the said languages. The Emergency Arbitrator provisions shall not apply.

[Signatures on the following page]

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10 COUNTERPARTS

10.1.1

This Agreement shall enter into force on the date set out in the beginning of this Agreement when signed by all Parties.

This Agreement may be executed electronically in any number of counterparts.

SENTICA BUYOUT IV KY

Sentica Buyout IV Co-Investment Ky

Both represented by their general partner Sentica Buyout IV GP Oy

	/s/ Mika Uotila
Name:	Mika Uotila	Name:
Title:	By proxy	Title:

	ANTTI PIRINEN
	CIRCUMFILIA LIMITED
	jani uusi-ristaniemi
	robin lybeck
	thorsten brandt
	TEEMU TOLONEN
	TOMMI VIRTANEN
	Each represented by power of attorney by Sentica Buyout IV GP Oy representing Sentica Buyout IV Ky and Sentica Buyout IV Co-Investment Ky as their general partner

	/s/ Mika Uotila
Name:	Mika Uotila	Name:
Title:	By proxy	Title:

	Celsius Holdings, Inc.

	/s/ John Fieldly
Name:	John Fieldly	Name:
Title:	Chief Executive Officer	Title:

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:

Cameron Donahue

(651) 653-1854

cameron@haydenir.com

Celsius to Acquire Nordic Wellness Company Func Food Group Oyj

Expands Portfolio of Products;

Gains Critical Access to Expand Celsius in the European Market, Well-Established Operational Infrastructure and Unique Marketing Platform

Boca Raton, FL (September 11, 2019) – (Nasdaq: CELH) Celsius Holdings Inc., maker of the leading global fitness drink, CELSIUS®, today announced that the company has entered into a series of definitive agreements with the shareholders, bondholders and certain other lenders of Func Food Group Oyj, a Finnish corporation (“Func Food”), pursuant to which Func Food’s outstanding debt will be restructured and Celsius will acquire Func Food. Consideration for the transaction is comprised of approximately $15.1 million in cash and the assumption of $9.5 million of outstanding debt (assuming a foreign exchange rate of $1.12=€1.00).

Func Food is a Nordic wellness company that markets and distributes beverages, protein bars, supplements and superfoods under the brands Celsius^®, FAST Sports Nutrition, CocoVi and FitFarm. Func Food represents a comprehensive portfolio of well-being products which promote active and, healthy lifestyles by investing in high-quality ingredients and best-in-class food and beverage expertise. Celsius first began its relationship with Func Food in 2016 when Func Food acquired People’s Choice, the former distributor and took over the distribution of Celsius in the Nordics, solidifying Celsius^® as the best-selling fitness drink in Sweden.

“The acquisition of Func Food is an important next step in our strategy to build a globally dominate brand and solidifies our position in the Nordics while opening a new distribution platform for the rest of Europe,” said John Fieldly, President and Chief Executive Officer. “At the same time, this transaction provides us with the ability to bring an entirely new, yet complementary product offering to consumers; Func Food’s innovative FAST business. The acquisition, valued significantly below our revenue multiple, approximately 1x incremental revenue, provides immediate accretion to our shareholders and incremental opportunities to expand our European footprint.”

Fieldly continued, “According to industry statistics, more than half of all European consumers plan to improve their health through food and beverages. Adding Func Food into the Celsius family will allow us to capitalize on these areas of opportunity and benefit from the growing Sports Nutrition and Energy Drink markets in Europe. The strategic acquisition of Func Food provides Celsius with additional scale and is expected to provide a meaningful increase to our top-line, with an expected pro-forma revenue run rate of approximately $100 million, while enabling us to maintain our historically solid gross margins and extract significant operating efficiencies that will allow for reinvestment for growth.”

Func Food Group Oyj Chief Executive Officer Robin Lybeck comments; “The acquisition of Fund Food by Celsius is a very welcome development to our solid long-term partnership. Func Food has built Celsius to become a leading fitness beverage in the Nordic markets, with exceptionally high per capita-consumption in Sweden and we are looking forward to expanding the footprint of this great brand as we move ahead. Together with our category-leading offering in wellness nutrition, we are uniquely positioned to offer a complete range of products to our customers across current and future markets. As our key categories continue to grow across European markets, we feel the acquisition and our strong brands will enable us to capitalize on this development.”

Rationale of Acquisition

The acquisition of Func Food represents a meaningful opportunity for Celsius to quickly gain critical access to the European nutrition markets, expand its product offerings in-line with growing market potential and position the company to capitalize on a broader revenue base. With approximately $37.0 million in revenue and $702,000 in Adjusted EBITDA in 2018, Func Food offers a number of synergies and benefits that are expected to be captured through this business combination.

More specifically, Func Food

is well connected to the European nutrition market, which will enable quick access to distributors and customers in new European markets;

currently operates an established, multi-market supply chain providing the combined entity with central production planning and joint filling runs for new markets;

sources the majority of its convenience products from leading manufacturers in continental Europe, which when combined with Celsius’ production in central Europe, will enable the creation of logistics synergies for new and existing markets; and

has built a unique marketing and operational platform for the Nordics, the mechanics of which can be quickly replicated and expanded to other markets in Europe at a reasonable cost.

In addition, the combined business is expected to enable much stronger in-market investments to drive expansion across Europe before expected broader brand and market consolidation occurs. Adding Func Food’s FAST Sports Nutrition line to the Celsius^® line- will provide Celsius with new, additive revenue streams and establish an additional product offer and platforms for growth.

Key Terms and Financing

Under the terms of the agreement, the $24.6 million purchase price will be comprised of a cash payment of $15.1 million and the assumption of $9.5 million of debt (assuming a foreign exchange rate of $1.12=€1.00), and represents a purchase price multiple of approximately 1.0x trailing 12 month revenue.

The Company intends to finance the acquisition with proceeds from a follow-on equity public offering of $25.0 million that is being contemporaneously announced.

The transaction, which has been unanimously approved by the Board of Directors of Celsius and by the governing bodies of Func Food, is expected to close in October 2019, subject to successful completion of the follow-on offering by Celsius, required legal compliance by Func Food under Swedish law and other customary closing conditions.

For additional information related to this transaction, please refer to the Company’s report filed on Form 8-K with the Securities and Exchange Commission contemporaneously herewith on September 11, 2019.

About Func Food Group Oyj (“Func Food”)

Func Food Group is a Nordic wellness company, which markets and distributes Celsius^®, FAST, FitFarm and CocoVi brands in Finland and Sweden. Func Food was built in 2014 and 2015 through various acquisitions in Finland and Sweden.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its CELSIUS^® brand and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS has four beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The four lines include, CELSIUS^® Originals, CELSIUS HEAT™, CELSIUS^® On-the-Go, and CELSIUS^® Sweetened with Stevia. CELSIUS^® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS^® is also soy and gluten-free and contains very little sodium. CELSIUS^® is backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS^® provides. CELSIUS^® is sold nationally at Target, CVS, GNC, Vitamin Shoppe, 7-Eleven, Dick’s Sporting Goods, The Fresh Market, Sprouts and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s and Food Lion. It is also available on Amazon, at fitness clubs and in select micro-markets across the country. For more information, visit CELSIUS^® at www.celsius.com or Celsius Holdings, Inc., at www.celsiusholdingsinc.com.

Forward-Looking Statements

This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Celsius’ future results of operations and/or financial position, or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” or similar words. You should not rely on forward-looking statements since Celsius’ actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius has filed previously with the Securities and Exchange Commission. Celsius does not intend to and undertakes no duty to update the information contained in this press release.

Exhibit 99.2

FOR IMMEDIATE RELEASE

Investor Relations:

Cameron Donahue

(651) 653-1854

cameron@haydenir.com

Celsius Holdings Announces Launch of Public Offering of Common Stock

Boca Raton, FL. – September 11, 2019 – Celsius Holdings, Inc. (NASDAQ: CELH) (the “Company” or “CELH”) today announced the launch of an underwritten registered public offering of shares of its common stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock sold in the proposed offering. All shares of common stock to be sold in the proposed offering will be offered by the Company. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Certain directors and affiliates of the Company have indicated an interest in purchasing shares of common stock in the offering. The Company intends to use the net proceeds from the offering, if completed, to fund the cash needed to consummate the acquisition of Func Food Group Oyj (the “Func Food Acquisition”) and related fees, costs and expenses, and the remaining, for general corporate purposes, including funding marketing initiatives and expanding European distribution of CELH products.

B. Riley FBR, Inc. is acting as sole bookrunner for the offering.

The proposed offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-228888) that was declared effective by the Securities and Exchange Commission (“SEC”) on February 1, 2019. The shares may be offered only by means of a prospectus. A preliminary prospectus supplement describing the terms of the proposed offering and the accompanying base prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed offering, when available, may be obtained from B. Riley FBR, Inc., Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at prospectuses@brileyfbr.com, or by telephone at (703) 312-9580. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its brand CELSIUS® and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS® has four beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The four lines include, CELSIUS® Originals, CELSIUS HEAT™, CELSIUS® On-the-Go, and CELSIUS® Sweetened with Stevia. CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten-free and contains very little sodium. CELSIUS® is backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS® provides. CELSIUS® is sold nationally at Target, CVS, GNC, Vitamin Shoppe, 7-Eleven, Dick’s Sporting Goods, The Fresh Market, Sprouts and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s and Food Lion. It is also available on Amazon, at fitness clubs and in select micro-markets across the country.

Forward-Looking Statements

This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this press release include statements about the Company’s expectations regarding the completion of its proposed public offering, its expectations with respect to granting the underwriters a 30-day option to purchase additional shares, the outcome and impact of the proposed Func Food Acquisition and the anticipated use of proceeds from the offering. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with the Company’s business and finances in general. In addition, please refer to the risk factors contained in the Company’s Form 10-K for the fiscal year ended December 31, 2018, the Company’s Form 10-Q for the fiscal quarter ended June 30, 2019 and other SEC filings available at www.sec.gov. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason, except as required by law.

Exhibit 99.3

NASDAQ: CELH ROADSHOW PRESENTATION September 2019

This presentation may contain statements that are not historical facts and are considered forward looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward - looking statements may be found, among other places, in the Sections entitled “Business Overview,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10 - K and in our subsequent Quarterly Reports on Form 10 - Q, as well as any amendments thereto, filed with the SEC. These forward looking statements contain projections of Celsius Holdings’ future results of operations and the anticipated acquisition of Func Food Group Oyj and/or financial position, or state other forward - looking information. In some cases you can identify these statements by forward - looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” or similar words. You should not rely on forward - looking statements since Celsius Holdings’ actual results may differ materially from those indicated by forward - looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the ability to promptly and effectively integrate our business with that of Func Food Group Oyj; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the Securities and Exchange Commission. Celsius Holdings does not intend to and undertakes no duty to update the information contained in this presentation. All information presented for quarterly periods is unaudited. This presentation includes financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), as well as other financial measures referred to as non - GAAP. Management considers GAAP financial measures as well as such non - GAAP financial information in its evaluation of the Company’s financial statements and believes these non - GAAP measures provide useful supplemental information to assess the Company’s operating performance and financial position. These non - GAAP measures should be viewed in addition to, and not in lieu of, the Company’s diluted earnings per share, operating performance and financial measures as calculated in accordance with GAAP. 2

Key Management Executive Management EDWIN NEGRON - CARBALLO – CFO • Joined Celsius in 2018 • Over 30 years of domestic and international financial and operational experience • Previously worked at Concurrent Manufacturing Solutions, Sodexo S.A., Tyco Healthcare - Latin America, Energizer Battery, Frito - Lay and KPMG - Peat Marwick • Member of the Board of Directors of BAS, S.A. • Named Top 25 Hispanic Business Corporate Elite • B.S Degree in Accounting from Louisiana State, MBA the John M. Olin School of Business at Washington University in St. Louis; Certified Public Accountant JOHN FIELDLY – PRESIDENT & CEO • Joined Celsius in 2012 • Over 20 years of broad financial and operational experience with extensive consumer goods background • Held leadership roles at Lebhar - Friedman, a B2B Media Company that served the retail industry • Began his career in retail within FDM channel through various leadership roles with the Eckerd Corporation; supported the sale to CVS in 2004 • B.S in Accounting from University of South Florida; Certified Public Accountant 3

Issuer: Celsius Holdings, Inc. (NASDAQ: CELH) Transaction: Follow - On Equity Offering Targeted Offering Size: $25 million of primary shares Over - Allotment Option: 15% for 30 days, all primary Use of Proceeds: Approximately $15.1 million (1) for cash consideration in acquisition of Func Food, general corporate purposes Lock - up: 90 days Expected Pricing: Week of September 9, 2019 Underwriting Syndicate: Sole Bookrunner: B. Riley FBR Co - Managers: TBD Sources Uses Equity Offering $25.0MM Acquisition of Func Food $24.6MM (3) Assumption of Func Food Debt (2) 9.5MM Fees 1.8MM Other Transaction Expenses 0.5MM Cash to the Balance Sheet 7.6MM Total $34.5MM Total $34.5MM (1) €13.5 million cash consideration converted to USD at 1.120 (2) €8.5 million converted to USD at 1.120 (3) Comprised of assumption of €8.5 million of debt and €13.5 million cash, converted to USD at 1.120 Summary Terms Sources & Uses Transaction Summary 4

Investment Considerations Key Investment Highlights Disruptive, Proven, & Proprietary Negative Calorie Beverage Celsius – backed by multiple clinical / university studies – is the only functional drink that burns calories, reduces fat and i ncreases metabolism (1) Innovative & Expanding Portfolio Capitalizing on the Health & Wellness Movement Consumers are rapidly leaving artificial and sugary soft drinks and other traditional categories. Functional beverages have e mer ged as the fastest - growing category in the beverage industry Strong recent momentum and growth trajectory 3 - year 45% revenue CAGR – Celsius is exceeding competitors growth rate by 4.3x – with Q2 2019 revenue up 73% YoY Expanding Channels of Trade Strong sell - throughs and expanded offerings with the biggest & best retailers in the grocery, nutrition & drug store channels in cluding Target, CVS, and Rite Aid. Expanding top - tier distributor and wholesaler network including Anheuser Busch, Keurig Dr. Pepper, and the recent launch with Bi g Geyser. Fast growing nationwide vending channel and a robust e - commerce channel, including Amazon Prime distribution Significant Brand Awareness Increased marketing effort has significantly enhanced Celsius positioning as the frontrunner for the healthy, functional alte rna tive to conventional energy drinks appealing to a broad consumer demographic Acquisition to Fuel Global Growth Func deal solidifies leading position in the Nordics while opening the distribution channel to the rest of Europe and bringin g a n entirely new product offering with the innovative Fast Bar business (1) Marketing claims validated by the National Advertising Division of the Better Business Bureau 1 2 3 4 5 6 5

CELSIUS’® proprietary MetaPlus® formula, including green tea with EGCG, ginger and guarana seed, turns on thermogenesis, a process that boosts your body’s metabolic rate.†* Drinking CELSIUS® prior to fitness activities is proven to energize, accelerate metabolism, burn body fat and calories. †* †* Celsius alone does not produce weight loss in the absence of a healthy diet and moderate exercise. In a 10 week clinical study published in the Journal of International Society of Sports Nutrition, with sedentary men and women, the group who drank one Celsius per day experienced significantly better results Proprietary Formulation 6

Celsius Originals (77% of 2018 Revenue) Celsius On - The - Go (3% of 2018 Revenue) Celsius Sweetened with Stevia (5% of 2018 Revenue) Celsius Heat (14% of 2018 Revenue) Flavors: Sparkling Orange, Sparkling Watermelon, Sparkling Wild Berry, Sparkling Cola, Sparkling Grape Rush, Sparkling Kiwi Guava, Sparkling Fuji Apple Pear, Peach Mango Green Tea, Raspberry Acai Green Tea Celsius is a Fitness Drink which has been clinically proven to accelerate metabolism and burn Calories & bodyfat while providing healthy energy Available in both sparkling and non - carbonated flavors, Celsius is an ideal pre - workout drink and also serves as a refreshing alternative to coffee and other caffeinated drinks Celsius is available in a powder stick as a grab & go option for healthy energy anytime, anywhere Celsius On - The - Go packets are poured into water and the consumer is able to enjoy the same delicious taste that delivers the same proven functional benefits as traditional Celsius drinks Flavors: Orange, Berry, Coconut, Cranberry Lemon Celsius first line extension is both naturally sweetened and naturally caffeinated Celsius Stevia line is available in sparking and non - carbonated flavors and contains the same proprietary formula proven to accelerate metabolism, burn body fat and provide healthy energy Flavors: Sparkling Cucumber Lime, Sparking Grapefruit, Sparking Orange Pomegranate, Watermelon Berry Celsius Heat is a great - tasting carbonated pre - workout that contains 2,000mg of L - citrulline and 300mg of caffeine Celsius Heat has been designed to deliver the additional boost you need from your pre - workout drink and contains the clinically proven MetaPlus formula found in the original Celsius lines Flavors: Inferno Punch, Blueberry Pomegranate, Cherry Lime, Strawberry DragonFruit, Orangesicle 7 PRODUCT PORTFOLIO Product Offering

Trends: The Big Picture Overview • Functional beverages have emerged as the fastest - growing category in the beverage industry – a now firmly established trend • Busier lifestyles and a focus on health and wellness are driving the need for convenient alternatives that give consumers a way to manage their well - being while they’re on the go • Consumers are increasingly seeking new alternative beverages that help them achieve and maintain their health and wellness goals • Celsius’ broad consumer demographic allows product to be distributed across more channels – including big - box retail, convenience, grocery, drug - store, fitness, health and wellness, and vitamin specialty – than any other functional or energy beverage Masses are leaving artificial or sugary carbonated drink and other categories in droves Pioneering Position: Fitness Drink Conventional Energy Healthier Energy Healthy, Functional Energy Functional 8

• The Company is outpacing the category growth in the convenience channel by a measure of 4.3x • Per the latest SPIN 52 - week ending August 11, 2019 convenience scan data brand Celsius grew 39.5% YoY and is ranked one of the top 14 brands in the category with only an All - Commodity Volume (“ACV”) (1) up 10.9%, that’s all accumulated volume • Validating the strong demand by their portfolio Celsius’ Financial Positioning $17.2 $22.8 $36.2 $52.6 $7.0 $9.7 $15.4 $21.1 40.9% 42.7% 42.7% 40.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 FY2015 FY2016 FY2017 FY2018 Revenue Gross Profit % Margin CAGR: ~45.1% (1) ACV represents the total annual sales volume of retailers that can be aggregated from individual store - level up to larger geographical sets Long - Term Revenue Growth Commentary 9

Route to Market – Strong Customer Base Increasing Penetration Across Major Distribution Channels 10

Route to Market - Distribution / Wholesale Network Foundation Key distributors & wholesalers 11

Established Brand Positioning Increasing Brand Awareness • Tough Mudder – 23 cities, 161,000 attendees • 93% of attendees are sampled +15MM Social Media impressions • Influencer Program : National reach to extend over 55MM followers and over 100MM impressions in 2019 • Demos : Estimating to sample 175,000 consumers in 2019 • Marketing: Allocated 2,500 demos for 2019 • Media : Integrated targeted Digital and Social Media campaigns 12

Build upon the current product lines with new flavor launches Expansion of products into adjacent categories Introduce new products to the marketplace Short - term Innovation Pipeline Domestic Growth Strategy • Focused • Disciplined • Result Orientated • Purpose Driven • Improve margins • Data Analytics • Operational Focus • Transform For Scale • Build Brand Equity • Increase Portfolio Breath • Channel Expansion • ACV Gains 13

Growing Global Expansion Partners with defined territories which currently provide marketing and sales support within their respective territory Asia Distribution Partners • Hong Kong launched through A.S. Watson Water distributors in 2017 • China market transitioned to recently closed nationwide distribution agreement with Qifeng Food Technology (Beijing) Co. Ltd • Celsius will receive over $19 million between 2019 and 2023, including $12.25 million in repayment of invested capital and $6.9 million from the royalty license fee • In 2024, agreement will transition to a 2% - 3% volume - based royalty fee dependent on volume • The China agreement creates a risk - mitigated method of capturing market share European Distribution Partners • Func Food distribution relationship launched Celsius in Nordics and provides a playbook for further European expansion • Celsius is best - selling fitness drink in Sweden • Finland expansion launched in 2016 accelerates growth • Norway launch February of 2018 • Since product launch in Norway, the business is still in an emerging phase and the Company expects overall net revenue to grow as market share is captured 14

Acquisition Overview Overview of Func Food • Func Food Group (”FFG”) is a Nordic wellness company that markets and distributes beverages, protein bars, supplements and superfoods under the brands Celsius, FAST, CocoVi and FitFarm in Finland, Sweden, and Norway • Fast products is a market leader in Finland and has begin tapping into Sweden • FitFarm / Cocovi is a well established player in superfoods and other supplements Transaction Highlights • The target audience of Celsius overlaps with that of Func Foods ´ convenience portfolio, giving the combined company an opportunity to capitalize on a broader revenue base with zero cannibalization • The acquisition and industry as a whole is supported by solid fundamentals and global trends Transaction Statistics Transaction Value (1) : $24.6MM Consideration Type: 61% Cash / 39% Note Transaction Value / LTM (2) Revenue: 1.0x (1) Approximate conversion of €13.5 million cash consideration and €8.5 million of Reinstated Bonds converted to USD at a rate of 1. 120 (2) Approximately $25.6 million of incremental LTM revenue as of 6/30/2019 Select Retail Partners 15

Transaction Rationale A number of synergies and other benefits underline the acquisition A combined business would enable higher gross margins and much stronger in - market investments to drive expansion across Europe before broader brand and market consolidation takes place The combined business will enable more significant investments in coolers and other fixtures enabling faster market entry Func Food is well connected to the European nutrition market – enabling quick access to distributors and customers in new European markets Func Food already operates a multi - market supply chain and the combined entity would benefit from central production planning and joint filling runs for new markets Func Food sources the majority of convenience products from leading manufacturers in continental Europe which would enable the creation of logistics synergies for new markets together with Celsius’ production in central Europe Func Food has built a unique marketing platform for the Nordics, the mechanics of which could be quickly expanded to Europe at reasonable cost Expansion portfolio in line with market potential as FAST brings new additional revenue streams and growth potential 16

Transaction Rationale (Cont.) Market Overview (1) • Sports nutrition is moving from traditional products (protein powders) towards specific products for mainstream customers and lifestyle users • According to statistics, more than half of all European consumers plan to improve their health through food and beverages • Most companies are small, local and focusing on only one category and lack growth capability, category management, management resources and sources of funding Market Splits By Product Type & Geography 45% 31% 15% 8% Protein powder Non - protein (amoin, creatine etc) Non - protein bars Ready - to - drink protein 37% 13% 11% 7% 7% 5% 20% UK Eastern Europe Germany Italy Sweden France Rest of W. Europe Sports Nutrition Market - Europe 2.0 2.2 2.5 2.8 3.0 3.0 2016 2017 2018 2019 2020 2021 12.0% 8 .0% USDbn Energy Drink Market - Global USDbn 45.9 49.3 52.8 56.5 60.4 64.7 69.2 74.1 79.2 84.8 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 ~7.0% (1) Sources: Euromonitor, Nutraceuticals World, Mordorintelligence, CBI, Grand View Research. 17

$8 $9 $17 $9 $14 $23 $12 $24 $36 $14 $39 $53 $0 $10 $20 $30 $40 $50 $60 International Domestic Full Company In Millions 2015 2016 2017 2018 Financial Profile YoY Celsius Financial Performance Despite some seasonality & International orders, business reflects an overall continued growth CAGR: ~13% CAGR: ~63% CAGR: ~45% Growth Trends in Revenue By Quarter (Unaudited) $2.7 $4.0 $3.8 $3.5 $4.8 $6.6 $5.9 $6.7 $8.1 $8.5 $11.4 $11.0 $11.4 $14.4 $1.0 $2.2 $2.8 $2.8 $1.3 $3.6 $4.9 $2.4 $4.0 $0.8 $5.2 $3.6 $3.1 $1.7 $3.7 $6.2 $6.6 $6.3 $6.1 $10.2 $10.8 $9.1 $12.1 $9.3 $16.6 $14.6 $14.5 $16.1 $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 $20.0 U.S Int. 18

Celsius Financial Performance (cont’d) Growth Margin Profile Strong gross margin profile and highly scalable business model • At current size, generating operating losses • Gross profit profile allows for meaningful operations margins at scale • Competitors such as Monster, exclude out - bound freight as part of cost of sales, when profits are “normalized” on a comparable basis, Celsius Margins are approximately 50% Gross Profit “Normalization” by Year 43.0% 40.0% 51.8% 50.4% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 2017 2018 As Reported W/O Freight 19 41.1% 49.8% 0.0% 20.0% 40.0% 60.0% YTD As of 6/30/19 As Reported W/O Freight

Celsius Financial Performance (cont’d) 20 Adjusted Results (1) Adjusted EBITDA excludes one - time charges - impairments, non - cash items and stock - based compensation (2) The financials for Func Foods are unaudited, based on IFRS & translated at spot rate of 1.120 EUR/USD. As such, the adjusted results included herein are estimates based on management’s best estimates and judgments and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially. 2018 YTD June 2019 ($ in 000's, USD) CELH Func (2) Adj. CELH-Adj CELH Func (2) Adj. CELH-Adj Revenues $52,604.0 $37,000.7 ($9,239.3) $80,365.4 $30,607.6 $19,330.0 ($4,261.0) $45,676.6 COGS 31,543.6 27,446.8 (9,151.0) 49,839.3 18,020.5 15,326.1 (4,531.8) 28,814.7 Gross Profit 21,060.4 9,553.9 (88.3) 30,526.0 12,587.1 4,003.9 270.9 16,861.8 % of Revenues 40.0% 25.8% 38.0% 41.1% 20.7% 36.9% Operating Expenses 31,701.1 17,414.5 - 49,115.6 14,217.8 8,171.8 - 22,389.6 % of Revenues 60.3% 47.1% 61.1% 46.5% 42.3% 49.0% Operating Income (10,640.7) (7,860.5) (88.3) (18,589.5) (1,630.7) (4,168.0) 270.9 (5,527.8) % of Revenues (20.2%) (21.2%) (23.1%) (5.3%) (21.6%) (12.1%) Impairments-Inventory 2,896.5 2,896.5 2,213.3 2,213.3 Restructuring 1,413.8 1,413.8 452.1 452.1 Stock Based Compensation 4,294 4,294.0 2,454.0 2,454.0 Legal Settlement 1,020 1,020.0 0.0 Net Asia Investment 7,193 7,193.0 0.0 All Other Non-Cash/One Timers 320 4,252 4,571.9 39.8 2,047.7 2,087.5 Adj. EBITDA (1) $2,186.0 $702.0 ($88.3) $2,799.7 $863.1 $545.1 $270.9 $1,679.1 % of Revenues 4.2% 1.9% 3.5% 2.8% 2.8% 3.7%

Celsius Capitalization Summary Capitalization Table 21 ($ in 000's, USD) Actual Adj. As Adj. Cash 4,831.7 8,620.2 13,451.9 Total Debt 9,471.5 48.5 9,520.0 Stockholders Equity: - - - Common stock, $0.001 par value; 75,000,000 shares authorized, 57,371,187 and 57,002,508 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively 57.4 9.5 66.9 Additional paid-in capital 87,921.7 34,714.8 122,636.5 Retained earnings (deficit) (63,197.4) (2,368.5) (65,565.9) Accumulated other comprehensive loss (23.3) - (23.3) Total stockholders’ equity 24,758.4 32,355.8 57,114.2 Total capitalization 34,229.9 32,404.3 66,634.2 As of June 30, 2019

Key Investors Horizons Ventures: investment arm of Mr. Li Ka - Shing. Asia’s wealthiest individual. Assets include over 15,000 health & beauty retail locations Former Founder and Chairman of ReXall Sundown Inc. which he built into the world’s leading nutritional supplement supplier, sold for $1.8 billion in 2000 22

INVESTOR RELATIONS COMPANY CONTACTS John Fieldly, CEO Celsius Holdings, Inc. 561.276.2239 jfieldly@celsius.com Edwin Negron , CFO Celsius Holdings, Inc. 561.900.2351 enegron@celsius.com Cameron Donahue, Partner Hayden IR 651.653.1854 cameron@haydenir.com VISIT OUR NEW INVESTOR WEBSITE: CELSIUSHoldingsINC.COM CELSIUS HOLDINGS, INC.