Certificate of Amendment to Certificate of Designation of Series A Convertible Preferred Stock – Celsius Holdings, Inc.

Contract Categories: Business Formation › Articles of Amendment
Summary

Celsius Holdings, Inc. amended its Certificate of Designation for Series A Convertible Preferred Stock. The amendment, approved by the Board of Directors, changes the conversion price for the preferred stock: until December 31, 2010, the price is set at $0.08 per share; after that date, it becomes the greater of 90% of the market price or $0.08, with adjustments for stock splits or dividends. The amendment was executed on December 12, 2008, by the company's CEO and Secretary.

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EX-10.4 5 f8k121208ex10iv_celsius.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK, DATED DECEMBER 12, 2008 f8k121208ex10iv_celsius.htm
Exhibit 10.4
CELSIUS HOLDINGS, INC.

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION OF
SERIES A CONVERTIBLE PREFERRED STOCK

Celsius Holdings, Inc., a Nevada corporation (the “Company”), acting pursuant to Chapter 78 of the Nevada Revised Statutes, the General Corporation Law of Nevada, does hereby submit the following Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock filed on August 20, 2008 (the “Certificate of Designation”).

FIRST:  The name of the Company is Celsius Holdings, Inc.

SECOND:  By unanimous consent of the Board of Directors of the Company (the “Board of Directors”), the following resolutions were duly adopted:

WHEREAS it is the desire of the Board of Directors to amend the certificate of designation issued August 8, 2008;

NOW, THEREFORE, BE IT RESOLVED that the Certificate of Designation authorizing is 3,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) is hereby amended as follows:

“Conversion Price” means (A) until and including December 31, 2010 $0.08 (eight cents) and (B) after December 31, 2010 the greater of (i) 90% of the Market Price on the conversion date and (ii) $0.08 (eight cents) as appropriately adjusted for stock splits, stock dividends and similar events.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its President and attested to by its Secretary this 12th day of December, 2008.

CELSIUS HOLDINGS, INC.

By:                 /s/ Stephen C. Haley                                                                
Name: Stephen C. Haley
Title:  Chief Executive Officer

ATTEST:

/s/ Jan A. Norelid                                           
Name:  Jan A Norelid
Title:  Secretary