Channel Transition Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc

Within [***] business days following the Effective Date, Company will take steps to initiate the Existing Distributor Transition Plan. Unless and to the extent otherwise agreed in writing by Distributor with respect to particular Existing Distributors or Existing Distributors identified in Schedule 1 hereto as being excluded from the Initial Transition Payment and Second Transition Payment, as used herein, the “Existing Distributor Transition Plan” requires Company to use all commercially reasonable efforts to cause the distribution rights for Licensed Products in the Territory to be waived, resolved, terminated or otherwise transitioned, to the extent allowable by applicable Law. Company will use all commercially reasonable efforts to initiate the Existing Distributor Transition Plan on a timeline that will allow Distributor to commence distribution in the Territory as soon as possible following the Effective Date. For the avoidance of doubt, Distributor acknowledges and agrees that it shall not be permitted to commence distribution in any portion of the Territory unless and until Company confirms to Distributor in writing in accordance with Section 2(c) hereof that the applicable preexisting distribution rights have been waived, resolved, terminated or otherwise transitioned in the form set forth on Schedule 3 (“Confirmation of Termination Notice”).

Schedule 1 hereto sets forth Company’s Existing Distributors along with, among other information, an estimated Transition Amount for each Existing Distributor based on the contractual or other payments required by applicable Law due to each such Existing Distributor related to the termination of its distribution rights. As used herein, the “Transition Amount” means the total contractual or other amount required by applicable Law payable by Company to Existing Distributors to implement the Existing Distributor Transition Plan and includes all Termination Payments payable to Existing Distributors, provided that, unless otherwise agreed in writing by Distributor, in no event shall the Transition Amount exceed, nor shall Distributor be obligated to pay more than $[***] (the “Transition Payment Cap”). As of the Effective Date, the Transition Amount is estimated by Company to be approximately $[***].

As the Transition begins and is ongoing as related to Existing Distributors, Company shall, in a timely manner and on a rolling basis, at least weekly, provide Distributor with (x) written notice identifying each distributor that was previously an Existing Distributor and no longer possesses distribution rights to Licensed Products in the Territory (each, a “Former Distributor” and collectively, the “Former Distributors”); and (y) a Confirmation of Termination Notice for each Former Distributor. Alternatively, Company may provide Distributor with access to a confidential data portal providing the foregoing written notice and Confirmation of Termination Notice (if applicable, the “Data Portal”), notwithstanding the required notice procedures in Section 9.2 of the Distribution Agreement that are incorporated herein.

As part of the Existing Distributor Transition Plan, Company will use commercially reasonable efforts to (x) obtain a release of claims against Company from such Former Distributor arising from the Former Distributor’s cessation of distribution rights to Licensed Products in the Territory, and (y) cause future distributors of the Licensed Products in the Territory to be included as third-party beneficiaries in any such release. To the extent obtained, Company will provide Distributor with a copy of each release that corresponds to particular portion of the Territory as part of the Confirmation of Termination Notice for such portion of the Territory.

If Company becomes aware of any actual or perceived issue with the Transition or as part of the Existing Distributor Transition Plan related to any particular Existing Distributor or otherwise (each, if any, a “Termination Issue”), Company will notify Distributor of such Termination Issue in writing within [***] business days by identifying the applicable Existing Distributor and including a reasonable description of the Termination Issue, or Company will update the Data Portal to include such notification. Company and Distributor will work together in good faith to attempt to resolve any such Termination Issue. Notwithstanding the foregoing, termination of Existing Distributors remains solely Company’s responsibility.

Company represents and warrants that all actions taken by Company in respect of its Existing Distributors will be taken in the sole discretion of Company in good faith and are intended to be in accordance with applicable Law.

Initial Transition Payment. Distributor agrees to pay to Company $[***] representing an estimate of the Transition Amount associated with Existing Distributors with a less than 90 day notice requirement set forth on Schedule 1 (the “Initial Transition Payment”) within [***] business days of the Effective Date. Distributor shall make such payment by wire transfer in accordance with the wire instructions set forth on Schedule 2.

Second Transition Payment. Distributor agrees to pay to Company $[***] representing an estimate of the Transition Amount associated with Existing Distributors with 90 – 120 day notice requirements set forth on Schedule 1 (the “Second Transition Payment”) within [***] days of written notice from Company that, except as otherwise agreed in writing by Distributor in connection with a Termination Issue, (i) Company has paid the entire Initial Transition Payment to Former Distributors in respect of Termination Payments and (ii) Distributor may commence distribution in the Territory formerly serviced by such Former Distributors (in each case, “Transitioned Territory”).

Transition Balance Payment. If the Initial Transition Payment and Second Transition Payment are not sufficient to cover the required Termination Payments, then Distributor agrees to pay to Company the remainder of the Transition Amount (the “Transition Balance Payment”) within [***] days of written notice from Company that, except as otherwise agreed in writing by Distributor in connection with a Termination Issue, (i) Company has paid the entire Second Transition Payment to Former Distributors in respect of Termination Payments and such Second Transition Payment was not sufficient to cover all Termination Payments, (ii) Distributor may commence distribution in the Transitioned Territory and (iii) Company identifies Existing Distributors to be transitioned with Transition Balance Payment.

Additional Transition Payments. If any Existing Distributor has not been terminated as of the date the Transition Balance Payment is made, including, without limitation, due to a limitation imposed by Law, then, Distributor shall remain obligated to pay the additional Transition Amount, if any, applicable upon the termination of such Existing Distributor, if ever (in each case, if applicable, an “Additional Transition Payment”), within [***] days of written notice from Company that, except as otherwise agreed in writing by Distributor in connection with a Termination Issue, (i) Company has paid the applicable Termination Payment to such Existing Distributor, and (ii) Distributor may commence distribution in the applicable Transitioned Territory, provided, further, that, unless otherwise agreed in writing by Distributor, in no event shall Distributor be obligated to pay more than the Transition Payment Cap. The Initial Transition Payment, the Second Transition Payment, the Transition Balance Payment and, if applicable, the Additional Transition Payment(s), are referenced collectively herein as the “Transition Payment.”

Unused Transition Payment. Company shall return any unused portion of the Transition Payment to Distributor within [***] days of the earlier of (i) the date upon which the final payment is made to transition the last Existing Distributor identified as part of the Second Transition Payment, (ii) the date upon which Company and Distributor mutually determine that no additional Existing Distributors are capable of being transitioned, or (iii) the date which is [***] from the Effective Date. Company shall make such payment by wire transfer in accordance with the wire instructions set forth on Schedule 2. For the avoidance of doubt, notwithstanding the foregoing, Distributor shall remain obligated to pay any and all Additional Transition Payments, if, as and when owed, in accordance with Section 3(d).

Reporting. During the first [***] of the Term after the Effective Date, Company will deliver on a weekly basis to Distributor a report providing details of the status of the Transition, including for each Existing Distributor and Former Distributor: name, territory, actual sales volume (or estimated sales volume if actual volumes are not available) for latest 12-months based on information reasonably accessible to Company, sales volume percentage of the national sales volume for such Existing Distributor as set forth in Schedule 1, and actual corresponding Transition Payment amount paid in connection with such Former Distributor. Alternatively, Company may upload this information to the Data Portal, notwithstanding the notice procedures in Section 9.2 of the Distribution Agreement that are incorporated herein.

Reconciliation. On a monthly basis after the Effective Date, the Parties will meet to reconcile the total Termination Payments incurred by Company related to the Transition as compared to the Transition Payment remitted by Distributor to Company as of such date. If by the [***] anniversary of the Effective Date, Company has not transitioned and granted to Distributor exclusive rights to sell and distribute to at least [***]% of the total volume of Licensed Products in the Territory calculated for the 12-month period immediately preceding the Effective Date, excluding (i) volume generated by Excluded Accounts, and (ii) volume generated by Existing Distributors who are otherwise exempted in writing by Distributor, which exemption will be rendered by Distributor on a case-by-case basis in its sole discretion, and will not be unreasonably withheld, delayed, or conditioned (for purposes hereof and under Section 6, clauses (i) and (ii) collectively, “Exempted Volume”), then, Company shall promptly return to Distributor by wire transfer in accordance with the wire instructions set forth on Schedule 2 any portion of the Transition Payment made in respect of such remaining Existing Distributors that have not been paid a Termination Payment as set forth on Schedule 1; provided, however, that Distributor shall remain obligated to pay any and all Additional Transition Payments, if, as and when owed, in accordance with Section 3(d). Within [***] days after the Effective Date, the Company shall provide Distributor with written confirmation of the total volume of Licensed Products in the Territory for the 12-month period immediately preceding the Effective Date, and identifying such volume excluded in (i) and (ii) above.

Audit Rights. Distributor shall have the right to review and audit Company’s books and records to the extent they are related to the Transition, Termination Payments, and Transition Payments and all other information and documents to the extent required to verify Company’s compliance with the terms of this Agreement. Distributor shall provide Company with no less than [***] days prior written notice, to perform such audit, such audit will take place within Company’s typical business hours, and will be subject to Distributor’s compliance with Section 9.1 of the Distribution Agreement.

Company agrees to indemnify, defend, and hold Distributor, and its Affiliates and its or their Subdistributors harmless from and against any and all costs, losses and liabilities, including, reasonable fees and disbursements of counsel, costs to investigate and defend, including any appeals, penalties, judgments, interest, fees or settlement amounts (“Damages”) relating to, resulting from or arising in connection with any civil, criminal, administrative or investigative actions or proceedings commenced or threatened by a third party (“Claim”), including an Existing Distributor, arising from or relating to the Transition, other than Damages and Claims arising due to (i) Distributor’s failure to pay the Termination Payment or any portion thereof or (ii) Distributor’s, its Affiliate’s and/or its and their Subdistributors’ gross negligence, willful misconduct or other breach of this Agreement or the Distribution Agreement. Company shall promptly notify Distributor of any Termination Issue and any Claim and shall create and maintain reasonably detailed records and adequate documentation regarding the status of any Claims and shall allow Distributor prompt access to the same upon reasonable advance written notice.

Distributor agrees to indemnify, defend, and hold Company harmless from and against any and all Damages relating to, resulting from or arising in connection with any Claims arising from or relating to (i) Distributor’s failure to pay the Termination Payment or any portion thereof or (ii) Distributor’s, its Affiliate’s and/or its and their Subdistributors’ gross negligence, willful misconduct or other breach of this Agreement or the Distribution Agreement.

Company is entitled exclusively to control, defend, and otherwise resolve any and all Claims.

Assignment.

Assignment with Consent. This Agreement is being entered into by the Parties hereto on the basis of careful investigation of the other Party’s reputation and experience and the know-how of its personnel. Without the prior written approval of the other Party or unless otherwise permitted in this Agreement in Section 8(b) below, this Agreement and a Party’s duties, privileges, rights and obligations hereunder may not be transferred, in whole or in part, directly or indirectly.

Assignment without Consent. Notwithstanding the provisions of Section 8(a) above, but subject to each Party’s termination rights under Section 3.2 of the Distribution Agreement, either Party may assign this Agreement in its entirety without consent of the other Party, to its subsidiaries or Affiliates, or, in the case of Company, in connection with a Change of Control. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

By: /s/ John Fieldly

By: /s/ Kirk Tanner

Name: John Fieldly

Name: Kirk Tanner

Title: President and Chief Executive Officer

Title: Chief Executive Officer,

PepsiCo Beverages North America

All rights that had been granted to the distributor named above in this Notice relating to the Licensed Products have been terminated as of the termination date listed above, and such named distributor is therefore a “Former Distributor” as defined in the CTA;

Company has paid or will pay to the distributor named above in this Notice any amounts due to such distributor in order to terminate its rights as stated in (1) above; [and]1

Distributor has the exclusive distribution rights to distribute the Licensed Products in such Former Distributor’s distribution territory, as such rights are stated in the Distribution Agreement, and, therefore Distributor can immediately begin to distribute Licensed Products in the Former Distributor’s territory[./; and]2

[Company has obtained the enclosed written release of claims from such Former Distributor.]3