REED’S, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • December 12th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by REED’S, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 8,000,000 units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one-half (1/2) of a warrant, with each whole warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $1.75 per Unit in cash (the “Subscription Price”).
BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • December 12th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of December 6, 2017, is by and between Reed’s, Inc., a Delaware corporation (the “Company”) and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the “Backstop Investor”).
Reed’s, Inc. 13000 South Spring Street Los Angeles, California 90061Letter Agreement • December 12th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters
Reference is hereby made to that certain Dealer-Manager Agreement, dated December 6, 2017 (the “Dealer-Manager Agreement”), by and between Reed’s, Inc. (the “Company”) and Maxim Group LLC, as dealer-manager (the “Dealer-Manager”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Dealer-Manager Agreement.
SECOND AMENDMENT TO SUBORDINATED CONVERTIBLE NON-REDEEMABLE SECURED NOTEReed's, Inc. • December 12th, 2017 • Bottled & canned soft drinks & carbonated waters • Delaware
This Second Amendment (the “Second Amendment”) to Subordinated Convertible Non-Redeemable Secured Note dated April 21, 2017 (as amended on December 6, 2017, the “Note”), is entered into as of December 12, 2017 (the “Execution Date”), by and between Reed’s Inc., a Delaware corporation (the “Company”) and the undersigned holder (“Holder”) of that certain Note in the original principal amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000.00). Capitalized terms used herein without definition shall have the respective meanings set forth in the Note. In the event of an inconsistency between this Second Amendment and the Note, this Second Amendment shall govern to the extent of such inconsistency.
AMENDMENT TO BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • December 12th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
This Amendment (the “Amendment”) to Backstop Commitment Agreement dated December 6, 2017 (the “Agreement”), is entered into as of December 12, 2017, by and between Reed’s Inc., a Delaware corporation (the “Company”) and Raptor/ Harbor Reeds SPV, LLC, a Delaware limited liability company (“Raptor”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement. In the event of an inconsistency between this Amendment and the Agreement, this Amendment shall govern to the extent of such inconsistency.
AMENDMENT TO SUBORDINATED CONVERTIBLE NON-REDEEMABLE SECURED NOTEReed's, Inc. • December 12th, 2017 • Bottled & canned soft drinks & carbonated waters • Delaware
This Amendment (the “Amendment”) to Subordinated Convertible Non-Redeemable Secured Note dated April 21, 2017 (the “Note”), is entered into and effective as of December 6, 2017 (the “Effective Date”), by and between Reed’s Inc., a Delaware corporation (the “Company”) and the undersigned holder (“Holder”) of that certain Note in the original principal amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000.00). Capitalized terms used herein without definition shall have the respective meanings set forth in the Note. In the event of an inconsistency between this Amendment and the Note, this Amendment shall govern to the extent of such inconsistency.
