MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CELSIUS HOLDINGS, INC., CELSIUS, INC., ELITE FX, INC. AND THE OTHER PARTIES SIGNATORY HERETO Dated as of January 24, 2007Merger Agreement and Plan of Reorganization • January 25th, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of January 24, 2007, by and among Celsius Holdings, Inc., a Nevada corporation ("Parent"), Celsius, Inc., a Nevada corporation and wholly-owned subsidiary of Parent ("Sub"), Elite FX, Inc., a Florida corporation (the "Company"), Steve Haley (the "Indemnifying Officer") and, with respect to Article 7 and Article 9 only, and Steve Haley as securityholder agent ("Securityholder Agent"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 10.
