Exhibit 10.13

CONSULTING AGREEMENT

This Consulting Agreement is made on this 1 st day of March, 2017 (the “Effective Date”) between Celsius Holdings, Inc. (the “Company”) and Gerry David (“Consultant”).

WHEREAS, the Company is actively engaged in the business of manufacturing and distributing of functional supplements in various delivery systems; and,

WHEREAS, Consultant previously served as Chief Executive Officer of the Company.

WHEREAS, Consultant desires to provide consulting services to the Company pursuant to the terms of this Consulting Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Consulting Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Article 1
Engagement of Consultant

The Company agrees to engage Consultant, and Consultant accepts engagement with the Company, on and subject to the terms and conditions set forth in this Consulting Agreement.

Article 2
Duties of Consultant

Section 2.1. Duties . The Company agrees to engage Consultant to provide such consulting services and other tasks as may be reasonably requested by the Company.

Section 2.2. Time Devoted to Work . Consultant agrees to make his services available as reasonably requested by the Company.

Article 3
Compensation of Consultant

Section 3.1. Base Compensation . For all consulting services rendered by Consultant under this Consulting Agreement from the Effective Date through December 31, 2017, the Company agrees to pay Consultant compensation in the amount of $20,000 per month paid not later than the last day of the applicable month.

Section 3.2. Bonus Compensation . The Company further agrees to pay Consultant bonus compensation in the amount of $415,000 on the Effective Date for services previously rendered to the Company. The sum of $300,000 from such bonus shall be used by Consultant to exercise all of the options granted to Consultant under the Company’s 2006 Incentive Stock Plan on or before May 31, 2017.

Section 3.3. Reimbursement of Expenses. The Company shall promptly reimburse the Consultant for all reasonable expenses, including travel expenses, reasonably incurred by the Consultant in the performance of his agreed responsibilities under this Consulting Agreement, but only if Consultant properly accounts for expenses in accordance with the Company’s policies.

Section 3.4. Acceleration of Stock Options . On the Effective Date the Company shall take such actions as may be necessary to cause any and all stock options granted to Consultant which are not then fully exercisable by Consultant to become immediately exercisable, provided, however, Consultant acknowledges and agrees that the acceleration of such stock options granted to Consultant by the Company on February 24, 2015 requires board approval. Consultant agrees that he will not sell any shares of any class of stock of the Company (“Shares”) beneficially owned by Consultant (a) prior to July 23, 2017; (b) on or after July 23, 2017, in excess of 111,250 Shares in any given 90-day period; (c) while Consultant is in default under this Consulting Agreement; or(d) if this Consulting Agreement is terminated by the Company for Cause (as hereinafter defined), at any time prior to January 1, 2018. Consultant agrees that any certificate representing Shares issued to Consultant shall bear such restrictive legends as the Company deems appropriate to reflect such restrictions. This Section 3.4 shall survive any termination or expiration of this Consulting Agreement.

Section 3.5. Lease Termination Expenses . Company shall promptly pay or reimburse Consultant for any reasonable expenses incurred by Consultant in terminating Consultant’s current residential lease in an aggregate amount not to exceed $5,000, provided that Consultant properly accounts for such expenses in accordance with Company’s policies.

Article 4
COBRA Benefits

Section 4.1. COBRA . If Consultant elects to receive COBRA benefits for which Consultant became eligible as a result of his termination of employment with the Company, the Company hereby agrees to reimburse Consultant for the cost of such COBRA benefits for Consultant and Consultant’s family through the end-of-engagement date (as hereinafter defined).

Article 5
Termination of Engagement

Section 5.1. Term of Engagement . Consultant’s engagement shall commence on the Effective Date and shall continue until December 31, 2017 (“end-of-engagement date”), unless terminated sooner, as provided by this article of the Consulting Agreement. For the avoidance of doubt, failure to extend the term of engagement beyond the end-of-engagement date shall not be deemed to be a termination by the Company.

Section 5.2. Termination at Consultant’s Death . Consultant’s engagement with the Company shall terminate at Consultant’s death.

Section 5.3. Termination by Consultant . Consultant may terminate this Consulting Agreement at any time for any reason or no reason at all.

Section 5.4. Termination by the Company .

(a)          Termination for Cause . The Company may terminate Consultant’s engagement for Cause.

(b)         For purposes of this Consulting Agreement, the term “Cause” shall mean (i) an action or omission of the Consultant which constitutes a willful and material breach of, or failure or refusal to perform his duties under, this Consulting Agreement which is not cured within fifteen (15) days after receipt by the Consultant of written notice of same, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services hereunder, (iii) conviction of any crime which involves dishonesty or a breach of trust, or (iv) gross negligence in connection with the performance of the Consultant’s duties hereunder, which is not cured within fifteen (15) days after written receipt by the Consultant of written notice of same, or (v) Consultant violates Article 6, Article 7, or Article 8 of this Consulting Agreement.

(c)          Termination other than for Cause . The Company may terminate this Consulting Agreement for any reason or no reason at all.

Section 5.5. Compensation Following Termination .

(a)         If Consultant’s engagement is terminated by the Company for “Cause” as such term is defined in this Consulting Agreement, or by Consultant, the Company shall pay Consultant Consultant’s base compensation as provided in this Consulting Agreement through the date engagement is terminated, and the Company shall have no further obligations to Consultant under this Consulting Agreement.

(b)         If Consultant’s engagement is terminated because of the Consultant’s death or by the Company other than for Cause, the Company shall pay Consultant Consultant’s base compensation as provided in this Consulting Agreement through the end-of-engagement date, and in addition, all benefits according to Section 4 will continue to be maintained as provided in such Section 4. The Company, at the Company’s option, may prepay any or all amounts owed to Consultant pursuant to this Section 5.5(b) at any time without penalty. If by law any benefit cannot be maintained due to termination of engagement, the cash value of said benefit will be paid to Consultant in a lump sum payment within 15 days after termination of said benefit.

Article 6

Confidential Information

Section 6.1. Confidential Information Defined . “Confidential Information” as used in this Consulting Agreement shall mean any and all technical and non-technical information belonging to, or in the possession of, the Company or its officers, directors, employees, affiliates, subsidiaries, clients, vendors, or employees, including without limitation, patent, trade secret, and proprietary information; techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, source codes, object codes, software programs, software source documents, and formulae related to the Company’s business or any other current, future and/or proposed business, product or service contemplated by the Company; and includes, without limitation, all information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, vendor lists, business forecasts, sales and merchandising, and marketing plans or similar information.

Section 6.2 Disclosures . Consultant agrees that he shall, at no time during or after termination of this Consulting Agreement, directly or indirectly make use of, disseminate, or in any way disclose Confidential Information to any person, firm or business, except to the extent necessary for performance of this Consulting Agreement. Consultant agrees that he shall disclose Confidential Information only to the Company’s other employees who need to know such information and who have previously agreed to be bound by the terms and conditions of a substantially similar confidentiality provision and shall be liable for damages for the intentional or negligent disclosure of Confidential Information. Consultant’s obligations with respect to any portion of Confidential Information shall terminate only when Consultant has documented to the Company that (a) such information was lawfully in the public domain at the time it was communicated to Consultant by the Company; or (b) the communication was in response to a valid order by a court of competent jurisdiction or was necessary to establish the rights of the Company under this Consulting Agreement, provided, however that Consultant shall promptly notify the Company of his notice of any such order and cooperate reasonably with the Company in an attempt to limit or avoid such disclosure.

Section 6.3. Survival . This Article 6 shall survive any termination or expiration of this Consulting Agreement.

Article 7

Noncompetition, Nonsolicitation and Nondisparagement Agreement

Section 7.1. Agreement Not To Compete . For the period ending on January 1, 2020, Consultant agrees not to directly or indirectly own, manage, control, or operate; serve as an officer, director, partner or employee of; have any direct or indirect financial interest in; or assist in any way; any person or entity that competes with any business conducted by the Company or by any of the Company’s affiliates or subsidiaries in any geographic region in which the Company conducts business.

Section 7.2. Nonsolicitation Agreement. For a period ending on January 1, 2020, Consultant agrees not to solicit or induce, or attempt to solicit or induce, any of the Company’s employees to terminate their employment with the Company or to become employed by any employer which is a competitive business. Consultant further agrees that for a period ending on the end-of- engagement date, Consultant will not solicit or induce, or attempt to solicit or induce, any customer, supplier or other person or entity having an existing or prospective relationship with the Company to enter into a contract or other business arrangement with Consultant or any other person or entity, the intent or the foreseeable result of which could be: (x) to divert a business opportunity which the Company has or had under consideration during the term of this Consulting Agreement, (y) to diminish the Company’s sales or revenue in any line of business or (z) to increase costs of doing business or otherwise to cause any competitive or financial injury to the Company relating to any line of business conducted by the Company during the term of this Consulting Agreement.

Section 7.3. Nondisparagement Agreement . For a period ending on January 1, 2020, Consultant covenants and agrees not to make, directly or indirectly through any other person or entity, any negative, derogatory or disparaging statements or communications, whether written or oral, about the Company or any of the Company’s affiliates or subsidiaries or any of their respective businesses, services, activities, business relationships, shareholders, members, partners, directors, officers, managers or employees.

Section 7.4. Competitive Businesses . For purposes of this Article 7, a competitive business shall be any person or entity directly or indirectly engaged in the manufacturing, import, export, sale or distribution of calorie burning beverages or supplements.

Section 7.5. Ownership of Public Corporation No Violation . Consultant will not be considered to have violated Section 7.1 merely because Consultant owns no more than five percent (5%) of the stock of any publicly held corporation.

Section 7.6. Acknowledgement of Reasonableness . Consultant hereby agrees that these restrictions provided in this Article 7 are reasonable in terms of their duration and geographical scope, and that Consultant is being adequately compensated for his acceptance of these restrictions.

Section 7.7. Survival . This Article 7 shall survive any termination or expiration of this Consulting Agreement.

Article 8

Resignation, Release and Indemnification

Section 8.1. Resignation. Consultant hereby resigns as an employee and Chief Executive Officer of the Company and such resignation is hereby accepted by the Company. Furthermore, Consultant acknowledges that his name, image and likeness has been used by the Company with his permission and may continue to be used by the Company for all purposes, including advertising, trade or any commercial purposes, and in exchange for the Company entering into this Consulting Agreement, the Consultant consents to and grants to the Company and Company’s assigns, licensees and successors the continuing right to use such images for all such purposes throughout the world and in perpetuity without any further consideration from the Company.

Section 8.2. Release by Consultant. In exchange for the Company entering into this Consulting Agreement, Consultant hereby releases and forever discharges the Company, its officers, directors, employees, shareholders, owners, affiliates, parent and affiliated corporations, successors and assigns from all liability upon claims of any nature whatsoever, including claims in tort, claims for breach of contract, wrongful, bad faith or retaliatory discharge, promissory estoppel, violation of federal or state securities laws, rules or regulations, unpaid dividends, fraud, negligence, defamation, claims for violation of Federal, state and local laws which prohibit discrimination on the basis of race, color, national origin, religion, sex, age and disability, claim arising under the Age Discrimination in Employment Act, as amended, 20 U.S.C. § 621, et. seq., or Title VII of the Civil Rights Act of 1964, as amended, or the Employee Retirement Income Security Act, or the Americans with Disabilities Act of 1990, or the Florida Civil Rights Act of 1992, and also including any other claims based upon the termination of Consultant’s employment with the Company or any act or event which occurred before the Effective Date of this Consulting Agreement. Consultant further agrees that he will not file a lawsuit against the Company or any of the other persons or entities based upon any act or event which occurred before the Effective Date of this Consulting Agreement or in any way relating to the termination of Consultant’s prior employment by the Company.

Section 8.3. Indemnification by Company. For a period ending on the earlier of (i) the end-of-engagement date, or (ii) such date that this Consulting Agreement is terminated by the Company for Cause, Consultant’s rights to indemnification under the By-Laws of the Company, as well as under other organizational documents of the Company, contractually or at law, if any, shall continue with regard to claims made within such time arising from actions or inactions by Consultant while Consultant served as an officer of the Company.

Article 9
Notices

Any notice given under this Consulting Agreement to either party shall be made in writing. Notices shall be deemed given when delivered by hand or when mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed to the party at the address set forth below.

Each party may designate a different address for receiving notices by giving written notice of the different address to the other party. The written notice of the different address will be deemed given when it is received by the other party.

Article 10
Binding Agreement

Section 10.1. Company’s Successors . The rights and obligations of the Company under this Consulting Agreement shall inure to the benefit of and shall be binding in all respects upon the successors and assigns of the Company.

Section 10.2. Consultant’s Successors . This Consulting Agreement shall inure to the benefit and be enforceable by and upon Consultant’s personal representatives, legatees, and heirs. If Consultant dies while amounts are still owed, such amounts shall be paid to Consultant’s legatees or, if no such person or persons have been designated, to Consultant’s estate.

Article 11
Waivers

The waiver by either party of a breach of any provision of this Consulting Agreement shall not operate or be construed as a waiver of any subsequent breach.

Article 12
Entire Agreement

Section 12.1. No Other Agreements . This instrument contains the entire agreement of the parties. The parties have not made any agreements or representations, oral or otherwise, express or implied, pertaining to the subject matter of this Consulting Agreement other than those specifically included in this Consulting Agreement.

Section 12.2. Prior Agreements . This Consulting Agreement supersedes any prior agreements pertaining to or connected with or arising in any manner out of the engagement of Consultant by the Company. All such prior agreements are terminated and are of no force or effect whatsoever.

Article 13
Amendment of Agreement

No change or modification of this Consulting Agreement shall be valid unless it is in writing and signed by the party against whom the change or modification is sought to be enforced. No change or modification by the Company shall be effective unless it is approved by the Company’s Board of Directors and signed by an officer specifically authorized to sign such documents.

Article 14
Severability of Provisions

If any provision of this Consulting Agreement is invalidated or held unenforceable, the invalidity or unenforceability of that provision or provisions shall be deemed modified or severed only to the minimum extent necessary to make said provision(s) valid and enforceable while maintaining the intent of said provision(s). No such modification shall affect the validity or enforceability of any other provision of this Consulting Agreement.

Article 15

Governing Law, Venue & Attorneys Fees

All questions regarding the validity and interpretation of this Consulting Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Florida. Venue for any action arising in any manner out of the Consultant’s engagement, this Consulting Agreement, or any of the terms contained herein shall be the Federal and or State courts located in Palm Beach County, Florida, regardless of where this Consulting Agreement is to be performed. In the event either party engages legal counsel to enforce any provision contained in this Consulting Agreement, the prevailing party shall be entitled to all reasonable attorneys fees, investigative expenses, costs, and court costs, whether or not a suit is actually filed, but including all levels of appeal.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement in duplicate on the date and year first above written.

Exhibit 10.14

EMPLOYMENT AGREEMENT

This Employment Agreement to be effective as of the 1 ^st day of January, 2017 between Celsius Holdings, Inc. (“Employer”) and John Fieldly (“Employee”).

WHEREAS, Employer is actively engaged in the business of manufacturing and distributing functional supplements in various delivery systems; and,

WHEREAS, Employee desires to be employed pursuant to the terms of this Employment Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Article 1

Employment of Employee

Employer agrees to employ Employee, and Employee accepts employment with Employer, on and subject to the terms and conditions set forth in this Employment Agreement.

Article 2

Duties of Employee

Section 2.1.   Position and Duties . Employer agrees to employ Employee to act as Chief Financial Officer for Employer. Employee shall be responsible for performing the following duties: executive management, overseeing business development and other duties typically performed by persons employed in a similar capacity.

Section 2.2.   Time Devoted to Work . Employee agrees to devote Employee’s entire business time, attention, and energies to the business of Employer in accordance with Employer’s instructions and directions and shall not be engaged in any other business activity, whether or not the activity is pursued for gain, profit, or other pecuniary advantage, during the term of this Employment Agreement without Employer’s prior written consent.

Article 3

Place of Employment

Section 3.1.   Place of Employment . Employee shall be based at Employer’s principal office at 2424 N. Federal Highway, Suite 208 Boca Raton, FL 33431; excluding reasonable travel commensurate with Employee’s position and duties. Employer agrees that during the term of this Employment Agreement it shall not assign Employee to work at any location which is more than 100 miles from said principal office without Employee’s consent.

Section 3.2.   Moving Expenses . If Employer relocates its principal office more than 100 miles from its current principal office, or requests that Employee relocate to one of its offices which is more than 100 miles from its current principal office, and Employee consents to relocate to that new location, Employer shall promptly pay or reimburse Employee for all reasonable moving expenses incurred by Employee in connection with the relocation plus an amount to reimburse Employee for any federal and state income taxes that it has to pay on amounts reimbursed. Employer also shall indemnify Employee against any loss incurred in connection with the sale of Employee’s principal residence. The amount of any loss shall be determined by taking the difference between the average of two appraisal prices set by two independent appraisers agreed to by Employer and Employee and the actual sales price of Employee’s principal residence.

Article 4

Compensation of Employee

Section 4.1.   Base Salary . For all services rendered by Employee under this Employment Agreement, Employer agrees to pay Employee an annual base salary of $225,000, which shall be payable to Employee in such installments, but not less frequently than monthly, as are consistent with Employee’s practice for its other Employees. Employee’s base salary shall be reviewed at least once a year by Employer’s Board of Directors or its Compensation Committee.

Section 4.2.   Incentive Compensation . In addition to the base salary, Employee shall be entitled to receive incentive compensation according to a pre-established bonus plan specific for the Employee, as determined by Employer’s Board of Directors.

Section 4.3   Reimbursement for Business Expenses . Employer shall promptly pay or reimburse Employee for all reasonable business expenses incurred by Employee in performing Employee’s duties and obligations under this Employment Agreement, but only if Employee properly accounts for expenses in accordance with Employer’s policies.

Section 4.4.   Stock Options and Other Stock Awards. . Employee shall be granted 100,000 stock option grants to be issued on January 26, 2017 to vest pursuant to the Employer's 2015 Amended Incentive Stock Plan, as amended, and all rules and regulations of the Securities and Exchange Commission applicable to stock option plans then in effect. The Options will vest over three years.

Article 5

Vacations and Other Paid Absences

Section 5.1.   Vacation Days . Employee shall be entitled to 15 days paid vacation each calendar year during the term of this Employment Agreement. All vacation is accrued during the calendar year of work, should Employee not take all vacation days in any calendar year, up to 10 days will be carried over to the next year. If the agreement is terminated during a calendar year, any accrued and not taken vacation will be paid at the base salary rate, any vacation taken but previously not earned will not be deducted from any amount due to the Employee.

Section 5.2.   Holidays . Employee shall be entitled to the same paid holidays as authorized by Employer for its other Employees.

Section 5.3.   Sick Days and Personal Absence Days . Employee shall be entitled to the same number of paid sick days and personal absence days authorized by Employer for its other Employees.

Article 6

Life Insurance

Employer may, in its sole discretion, maintain in effect during the term of Employee’s employment a life insurance policy on the life of Employee in such amount as Employer shall in its sole discretion decide to maintain during the term of this Employment Agreement. Any proceeds payable under the policy shall be paid to the beneficiary or beneficiaries designated in writing from time to time by Employee.

Article 7

Fringe Benefits

Section 7.1.   Employer Employee Benefit Plans . Employee shall be entitled to participate in and receive benefits from all of Employer’s Employee benefit plans that currently are maintained by Employer for its Employees. Employee shall be entitled to participate in and receive benefits under any retirement plan, profit-sharing plan, or other Employee benefit plan that Employer establishes for the benefit of its Employees after the date of this Employment Agreement. No amounts paid to Employee from an Employee benefit plan shall count as compensation due Employee as base salary or incentive compensation. Nothing in this Employment Agreement shall prohibit Employer from modifying or terminating any of its Employee benefit plans in a manner that does not discriminate between Employee and other Employees of Employer.

Section 7.2.   Motor Vehicle . Employer may, in its sole discretion, provide Employee with the use of a motor vehicle to be selected in the reasonable discretion of Employer, or pay a monthly car allowance. If Employer does provide Employee with the use of a motor vehicle, Employer shall procure, maintain, and pay for appropriate insurance on the motor vehicle, including liability insurance of at least $250,000.00 per person and $500,000.00 per occurrence for personal injury and $300,000.00 for property damage.

Article 8

Disability

Section 8.1.   Termination Because of a Disability . Except as may otherwise be required or prohibited by state or federal law, if because of illness or injury Employee becomes unable to work full time for Employer for more than one hundred and eighty (180) days in any twelve month period (excluding vacation days and holidays), Employer may, in its sole discretion at any time after the accumulation of such time terminate Employee’s employment upon written notice to Employee.

Section 8.2.   Compensation During Periods of Disability .

(a)          Employee shall continue to receive Employee’s base salary and incentive compensation while Employee is unable to work full time, until the earlier of: (i) the accumulation of 90 days of disability in any 12 month period; (ii) the date Employee begins receiving disability insurance benefits equal to Employee’s base salary and incentive compensation; or (iii) the date Employee terminates Employee’s employment with Employer because Employee’s health becomes so impaired that continued performance of Employee’s duties under this Employment Agreement would be hazardous to Employee’s physical or mental health. Notwithstanding anything to the contrary contained herein, if Employee becomes disabled while performing his duties for the Employer described in Section 2.1, the Employee will receive Employee’s base salary and incentive compensation for 180 days from the date of such disability.

(b)          While Employee is unable to work full time because of illness or injury and through the full term of this Employment Agreement, including extensions, Employer shall maintain for Employee’s benefit all Employee benefit plans in which Employee was participating at the time Employee was terminated. If Employee is barred from participating in any Employee benefit plan because of Employee’s disability, Employer shall pay Employee an amount equal to what Employer would have contributed on Employee’s behalf to the Employee benefit plan if Employee’s participation had not been barred.

(c)          Employee is not required to seek other employment to mitigate any amounts payable under this Employment Agreement. Nor will amounts due Employee under this Employment Agreement be reduced by any amounts received by Employee for other employment.

Section 8.3.   Disability Insurance . Employer may, in its sole discretion, purchase and maintain disability insurance in force for the benefit of Employee throughout the term of this Employment Agreement, including extensions.

Article 9

Termination of Employment

Section 9.1.   Term of Employment .

Employee’s employment shall commence January 1, 2017 and shall continue until December 31, 2019 (“end-of-employment date”), unless extended or terminated sooner, as provided by this article of the Employment Agreement. The end-of-employment date shall be deemed December 31, 2019. For the avoidance of doubt, failure to extend the term of employment beyond the end-of-employment date shall not be deemed to be a termination by Employer, and neither party shall be obligated to negotiate or enter into any subsequent agreement or extension of this Employment Agreement.

Section 9.2.  Left blank intentionally

Section 9.3.   Termination at Employee’s Death . Employee’s employment with Employer shall terminate at Employee’s death.

Section 9.4.   Termination by Employee . Employee may, but is not obligated to, terminate this Employment Agreement at any time under the following circumstances:

(a)          Employee’s fringe benefits or other compensation are materially reduced.

(b)          Employer fails to have a successor assume this Employment Agreement and Employee does not enter into a subsequent employment, consulting, or similar agreement with such successor.

(c)          There is a change in control of Employer, excluding control acquired by CD Financial, LLC or Horizon Ventures and its affiliates. For purposes of this Agreement, the term “Change of Control” shall mean:

(i) Approval by Employer’s shareholders of (x) a reorganization, merger, consolidation or other form of corporate transactions or series of transactions, in each case, with respect to which persons who were Employer’s shareholders immediately prior to such reorganization, merger, consolidation or other transactions do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, or consolidated company’s then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transactions, or (y) the sale of all or substantially all of the Employer’s assets (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); or

(ii) Individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by Employer’s shareholders, was approved by a vote by a controlling shareholder owning in excess 50% of the then voting shares, shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board.

Section 9.5.   Termination by Employer .

(a)           Termination with or without Cause . Employer may terminate Employee’s employment for Cause or without Cause (as hereinafter defined).

(b)          For purposes of this Agreement, the term “Cause” shall mean (i) an action or omission of the Employee which constitutes a willful and material breach of, or failure or refusal (other than by reason of his disability) to perform his duties under, this Agreement which is not cured within fifteen (15) days after receipt by the Employee of written notice of same, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services hereunder, (iii) conviction of any crime which involves dishonesty or a breach of trust, or (iv) gross negligence in connection with the performance of the Employee’s duties hereunder, which is not cured within fifteen (15) days after written receipt by the Employee of written notice of same, or (v) Employee violates Article 10 or Article 11 of this Employment Agreement.

Section 9.6.   Notice of Termination . Any termination of Employee’s employment by Employer or Employee, other than by reason of the expiration of the term of this Employment Agreement, must be communicated to the other party by a written notice of termination. The notice must specify the provision of this Employment Agreement authorizing the termination and must set forth in reasonable detail the facts and circumstances providing the basis for termination of Employee’s employment. The Employee shall have the right to address the Board regarding the acts set forth in the notice of termination.

Section 9.7.   Date Termination Is Effective . If Employee’s employment terminates because this Employment Agreement expires, then Employee’s employment will be considered to have terminated on that expiration date. If Employee’s employment terminates because of Employee’s death, then Employee’s employment will be considered to have terminated on the date of Employee’s death. If Employee’s employment is terminated by Employee, then Employee’s employment will be considered to have terminated on the date that notice of termination is given. If Employee’s employment is terminated by Employer for Cause, then Employee’s employment will be considered to have terminated on the date specified by the notice of termination.

Section 9.8.   Compensation Following Termination .

(a)          If Employee’s employment terminates because of Employee’s death, Employer shall pay a lump sum death benefit to the person or persons designated in a written notice filed with Employer by Employee or, if no person has been designated, to Employee’s estate. The amount of the lump sum death benefit will equal the amount of Employee’s then current annual base salary plus the annualized amount of incentive compensation paid Employee most recently prior to Employee’s death, multiplied by the number of months remaining in the term of this Employment Agreement not to exceed two months. This lump sum death benefit shall be in addition to any life insurance payable pursuant to Article 6 and/or any other amounts that Employee’s beneficiaries and estate may be entitled to receive under any Employee benefit plan maintained by Employer.

(b)          If Employee’s employment is terminated by Employer for Cause, or by Employee other than pursuant to Section 9.4(a), (b), or (c), Employer shall pay Employee Employee’s then current base salary through the date employment is terminated, and Employer shall have no further obligations to Employee under this Employment Agreement.

(c)           If Employee’s employment is terminated by Employer other than for Cause and prior to a Change of Control, or by Employee pursuant Section 9.4(a), Employer shall pay Employee Employee’s then current base salary through the date of termination. In addition, Employer shall pay Employee as liquidated damages an amount equal to the sum of Employee’s then current base salary over twelve months plus any approved and unpaid incentive bonus, in addition the granting of 100,000 shares of Restricted Stock per Section 4.4 paragraph 3 of the addendum to employment agreement to be issued on March 1, 2017 will receive accelerated vesting and unvested shares will fully vest upon notice of termination; this time period hereafter referred to as the Liquidated Damage Period. In addition, all employee benefits according to sections 6 and 7 will be maintained through the Liquidated Damage Period. If by law any benefit cannot be maintained due to termination of employment, the cash value of said benefit will be paid to Employee over the Liquidated Damage Period.

(d)           As an incentive for the retention of Employee following a Change of Control or an event described in Section 9.4(b), if Employee’s employment is terminated by Employer without Cause and following a Change of Control, or by Employee pursuant to Section 9.4(b) Employer shall pay Employee’s then current base salary through the date employment is terminated and any legal fees and expenses incurred by Employee to enforce Employee’s rights under this Employment Agreement. In addition, Employer shall pay Employee as liquidated damages an amount equal to two times Employee’s then current annual base salary.

(e)           If Employee’s employment is terminated by Employee pursuant to Section 9.4(c) Employer shall pay Employee’s then current base salary through the date employment is terminated and any legal fees and expenses incurred by Employee to enforce Employee’s rights under this Employment Agreement. In addition, Employer shall pay Employee as liquidated damages an amount equal to the sum of Employee’s then current salary plus approved and unpaid incentive compensation from the date of termination for twelve months following.

Article 10

Confidential Information

Section 10.1.   Confidential Information Defined . “Confidential Information” as used in this Employment Agreement shall mean any and all technical and non-technical information belonging to, or in the possession of, Employer or its officers, directors, Employees, affiliates, subsidiaries, clients, vendors, or Employees, including without limitation, patent, trade secret, and proprietary information; techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, source codes, object codes, software programs, software source documents, and formulae related to Employer’s business or any other current, future and/or proposed business, product or service contemplated by Employer; and includes, without limitation, all information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, vendor lists, business forecasts, sales and merchandising, and marketing plans or similar information.

Section 10.2   Disclosures . Employee agrees that it shall, at no time during or after termination of this Employment Agreement, directly or indirectly make use of, disseminate, or in any way disclose Confidential Information to any person, firm or business, except to the extent necessary for performance of this Employment Agreement. Employee agrees that it shall disclose Confidential Information only to Employer’s other Employees who need to know such information and who have previously agreed to be bound by the terms and conditions of a substantially similar confidentiality provision and shall be liable for damages for the intentional or negligent disclosure of Confidential Information. Employee’s obligations with respect to any portion of Confidential Information shall terminate only when Employee has documented to Employer that (a) such information was lawfully in the public domain at the time it was communicated to Employee by Employer; or (b) the communication was in response to a valid order by a court of competent jurisdiction or was necessary to establish the rights of Employer under this Employment Agreement, provided, however that Employee shall promptly notify Employer of its notice of any such order and cooperate reasonably with Employer in an attempt to limit or avoid such disclosure.

Section 10.3. Survival . This Article 10 shall survive any termination of this Agreement and all extended periods.

Article 11

Noncompetition Agreement

Section 11.1. Agreement Not To Compete . For the greater period of (i) the Liquidated Damage Period; and (ii) the one year period following the date on which Employee’s employment with Employer terminates, Employee agrees not to directly or indirectly own, manage, control, or operate; serve as an officer, director, partner or employee of; have any direct or indirect financial interest in; or assist in any way; any person or entity that competes with any business conducted by Employer or any of Employer’s affiliates or subsidiaries in any geographic region in which Employer conducts business.

Section 11.2. Competitive Businesses . For purposes of this Article 11, a competitive business shall be any person or entity directly or indirectly engaged in the manufacturing, import, export, sale or distribution of calorie-burning beverages or supplements.

Section 11.3. Ownership of Public Corporation No Violation . Employee will not be considered to have violated this provision merely because Employee owns no more than five percent (5%) of the stock of any publicly held corporation.

Section 11.4. Survival . This Article 11 shall survive any termination of this Agreement and all extended periods.

Section 11.5. Extension of Agreement Not To Compete. At Employer’s discretion, the Employer can cause Employee to extend the period of the agreement not to compete by paying in advance the Employee 30% of the Employee’s last annual base salary and bonuses per year of extension. The Employer can cause the extension for a total of 3 annual periods.

Article 12

Notices

Any notice given under this Employment Agreement to either party shall be made in writing. Notices shall be deemed given when delivered by hand or when mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed to the party at the address set forth below.

Each party may designate a different address for receiving notices by giving written notice of the different address to the other party. The written notice of the different address will be deemed given when it is received by the other party.

Article 13

Binding Agreement

Section 13.1. Employer’s Successors .

(a)          The rights and obligations of Employer under this Employment Agreement shall inure to the benefit of and shall be binding in all respects upon the successors and assigns of Employer.

(b)          Employer shall require any direct or indirect successor (by purchase, merger, consolidation, or otherwise) of all or substantially all of Employer’s stock, business and/or assets to expressly agree to assume Employer’s obligations under this Employment Agreement and perform them in the same manner and to the same extent as Employer would have been required to do if no succession had occurred. The agreement must be in a form and substance satisfactory to Employee.

(c)          If Employer fails to obtain such an agreement before the effective date of the succession, Employer’s failure will be considered a breach of this Employment Agreement, and Employee shall be entitled to the immediate payment of the amount of money that Employee would have been entitled to if Employer had terminated Employee’s employment other than for Cause in accordance with the terms of Section 9.8(d) of this Employment Agreement, calculated as though Employee’s employment had terminated on the effective date of the succession. However, Employer’s failure to obtain such agreement shall not affect said successor’s obligations pursuant to paragraph 13.1(a) above.

Section 13.2. Employee’s Successors . This Employment Agreement shall inure to the benefit and be enforceable by and upon Employee’s personal representatives, legatees, and heirs. If Employee dies while amounts are still owed, such amounts shall be paid to Employee’s legatees or, if no such person or persons have been designated, to Employee’s estate.

Article 14

Waivers

The waiver by either party of a breach of any provision of this Employment Agreement shall not operate or be construed as a waiver of any subsequent breach.

Article 15

Entire Agreement

Section 15.1. No Other Agreements . This instrument contains the entire agreement of the parties. The parties have not made any agreements or representations, oral or otherwise, express or implied, pertaining to the subject matter of this Employment Agreement other than those specifically included in this Employment Agreement.

Section 15.2. Prior Agreements . This Employment Agreement supersedes any prior agreements pertaining to or connected with or arising in any manner out of the employment of Employee by Employer. All such prior agreements are terminated and are of no force or effect whatsoever.

Article 16

Amendment of Agreement

No change or modification of this Employment Agreement shall be valid unless it is in writing and signed by the party against whom the change or modification is sought to be enforced. No change or modification by Employer shall be effective unless it is approved by Employer’s Board of Directors and signed by an officer specifically authorized to sign such documents.

Article 17

Severability of Provisions

If any provision of this Employment Agreement is invalidated or held unenforceable, the invalidity or unenforceability of that provision or provisions shall be deemed modified or severed only to the minimum extent necessary to make said provision(s) valid and enforceable while maintaining the intent of said provision(s). No such modification shall affect the validity or enforceability of any other provision of this Employment Agreement.

Article 18

Assignment of Agreement

Employer shall not assign this Employment Agreement other than to a successor without Employee’s prior written consent.

Article 19

Governing Law, Venue & Attorneys Fees

All questions regarding the validity and interpretation of this Employment Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Florida (without regard to the conflicts of laws provisions thereof). Venue for any action arising in any manner out of the Employee’s employment, this Employment Agreement, or any of the terms contained herein shall be the Federal and or State courts located in Palm Beach County, Florida, regardless of where this Employment Agreement is to be performed. In the event either party engages legal counsel to enforce any provision contained in this Employment Agreement, the prevailing party shall be entitled to all reasonable attorneys fees, investigative expenses, costs, and court costs, whether or not a suit is actually filed, but including all levels of appeal.

Article 20

Construction

The parties hereto have participated jointly in the negotiation and drafting of this Employment Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Employment Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Employment Agreement.

Article 21

Counterpart Execution

This Employment Agreement may be executed in multiple counterparts and delivered by facsimile, e-mail or portable document format (.pdf) transmission, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement in duplicate as of the date and year first above written.

Exhibit 10.15

ADDENDUM TO

EMPLOYMENT AGREEMENT

THIS ADDENDUM (the “Addendum”), dated as of March 1, 2017 (the “Addendum Effective Date”), is an addendum to the Employment Agreement dated as of January 1, 2017 (the “Agreement”), between Celsius Holdings, Inc. (“Employer”), and John Fieldly (“Employee”).

Background :

Employee is currently employed by Employer as the Chief Financial Officer of the Employer pursuant to the Agreement.

Additionally, Employer desires to employ Employee as the interim Chief Executive Officer and President of Employer pursuant to the terms of this Addendum and the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.          The following three sentences are hereby added to the end of Section 2.1 of the Agreement:

“Employer agrees to employ Employee to act as Interim Chief Executive Officer and President for Employer until the earliest to occur of (i) such date that Employer employs another person to act in such capacities; or (ii) such date that Employer provides written notice to Employee removing Employee as Interim Chief Executive Officer and President. For the avoidance of doubt, no such removal shall be deemed to be a termination of Employee under this Agreement or give rise to any additional rights of Employee under this Agreement. Employee shall be responsible for performing the following duties: executive management, overseeing business development and other duties typically performed by persons employed in a similar capacity.”

2.          The following sentence is hereby added to the end of Section 4.1 of the Agreement:

“During the period in which Employee is acting as Interim Chief Executive Officer and President, Employer agrees to pay Employee an additional sum of $15,000 per month on the same terms and conditions as Employee’s other base salary is paid.”

3.          The following two sentences are hereby added to the end of Section 4.4 of the Agreement:

“As additional consideration for Employee’s service as Interim Chief Executive Officer and President, Employee shall be granted 100,000 shares of Restricted Stock (the “Additional Grant”) to be issued on March 1, 2017 and vest pursuant to the Employer's 2015 Stock Incentive Plan, as may be amended from time to time (the “Plan”), and all rules and regulations of the Securities and Exchange Commission applicable to stock grants then in effect. The Additional Grant will vest in equal amounts over a three year period with the first such Additional Grant vesting on March 1, 2018 in accordance with and subject to the terms and conditions of the Plan and any additional grant documents thereunder as required by the Employer in its sole and absolute discretion.”

4.           Miscellaneous . Defined terms used herein and not defined herein shall have the meaning ascribed to them in the Agreement. In the event of a conflict between the language of this Addendum and the language of the Agreement, this Addendum will govern and control.

5.           Entire Agreement . This Addendum and the Agreement contain the entire agreement of the parties. The parties have not made any agreements or representations, oral or otherwise, express or implied, pertaining to the subject matter of this Addendum or the other than those specifically included in this Addendum and the Agreement.

6.           Counterparts; Execution . This Addendum may be executed in multiple counterparts and delivered by facsimile, e-mail or portable document format (.pdf) transmission, each of which shall be deemed an original, but all of which shall constitute one and the same Addendum.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Addendum in duplicate as of the date and year first above written.