Exhibit
10.1
SECURITIES
OFFERED AND PURCHASED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “1933 ACT”), OR ANY STATE OR PROVINCIAL SECURITIES ACTS AND ARE
BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THESE ACTS. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE
APPLICABLE PROVISIONS OF THE 1933 ACT, STATE OR PROVINCIAL SECURITIES ACT OR ARE
EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR BY
ANY STATE OR PROVINCIAL SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY NOR
HAS THE SEC OR ANY STATE OR PROVINCIAL SECURITIES ADMINISTRATION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CELSIUS
HOLDINGS, INC.
NOTICE
OF EXERCISING PURCHASE RIGHTS FOR SERIES B PREFERRED STOCK
AND
SUBSCRIPTION AGREEMENT
TO: CELSIUS
HOLDINGS, INC. (the "Corporation")
140 NE 4th Avenue,
Suite C, Delray Beach, Florida 33483
CDS
Ventures of South Florida, LLC (hereinafter referred to as the “Purchaser”) hereby gives
notice of the exercise of its right to purchase shares of the Corporation’s
Series B Preferred Stock pursuant to Section 2.1 of the Securities Purchase
Agreement between the Purchaser and the Corporation dated December 12,
2008.
In
connection with the forgoing notice, the Purchaser hereby irrevocably subscribes
for and agrees to purchase from the Corporation, 2,000 shares of the
Corporation’s Series B Preferred Stock for the total consideration
$2,000,000 (Two Million Dollars) representing a subscription price of US $
1,000.00 per share.
EXECUTED
by the Purchaser this 31st day of March, 2009
/s/ William H. Milmoe___________________
William
H. Milmoe, President
CDS
Ventures of South Florida, LLC
REPRESENTATION
OF PURCHASER:
|
1.
|
The
Purchaser represents that the Purchaser is an Affiliate of the
Corporation.
|
|
2.
|
The
Purchaser represents that payment will be made as follows: $1 million
within 5 business days and $1 million on or before May 1st,
2009.
|
_/s/ William H. Milmoe
William
H. Milmoe, President
CDS
Ventures of South Florida, LLC
ACCEPTANCE: The
Corporation hereby accepts the above notice of exercise and
subscription.
.
CELSIUS HOLDINGS,
INC. Dated: March
31, 2009
Per: /s/
Jan Norelid
Jan
Norelid, CFO