0001193125-25-192888 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • August 29th, 2025 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware

• Contract Type
  Securities Purchase Agreement
• Filed
  August 29th, 2025
• Company
  Celsius Holdings, Inc.
• Industry
  Bottled & canned soft drinks & carbonated waters
• Jurisdiction
  Delaware

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

Distribution Agreement • August 29th, 2025 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York

• Contract Type
  Distribution Agreement
• Filed
  August 29th, 2025
• Company
  Celsius Holdings, Inc.
• Industry
  Bottled & canned soft drinks & carbonated waters
• Jurisdiction
  New York

This Amended and Restated Distribution Agreement (“Agreement”) is made effective as of August 28, 2025 (the “A&R Effective Date”), by and among Celsius, Inc., a Nevada corporation (“Company”), Alani Nutrition LLC, a Kentucky limited liability company (“Alani Nu”), Celsius Brands LLC, a Nevada limited liability company (“Celsius Brands”), PepsiCo, Inc., a North Carolina corporation (“Distributor”) and, solely with respect to Section 9, Celsius Holdings, Inc., a Nevada corporation (“Holdings”). Company, Alani Nu and Celsius Brands, collectively, on the one hand, and Distributor, on the other, shall sometimes be referred to hereinafter individually as a “Party” and collectively as the “Parties.”

TRANSACTION AGREEMENT dated as of August 28, 2025 by and between PEPSICO, INC. and CELSIUS HOLDINGS, INC.

Transaction Agreement • August 29th, 2025 • Celsius Holdings, Inc. • Bottled & canned soft drinks & carbonated waters • New York

• Contract Type
  Transaction Agreement
• Filed
  August 29th, 2025
• Company
  Celsius Holdings, Inc.
• Industry
  Bottled & canned soft drinks & carbonated waters
• Jurisdiction
  New York

This TRANSACTION AGREEMENT (this “Agreement”) is dated as of August 28, 2025, by and between PepsiCo, Inc., a North Carolina corporation (“PepsiCo”), and Celsius Holdings, Inc., a Nevada corporation (“Celsius”). PepsiCo and Celsius are sometimes referred to herein collectively as the “Parties” and each, individually, as a “Party.”