0001493152-18-015883 Sample Contracts

Rosenthal & Rosenthal, Inc. New York, NY 10018
Execution Version • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

We have entered into a Financing Agreement as amended and/or supplemented effective as of October 4, 2018 among Rosenthal & Rosenthal, Inc., as Lender, and Reed’s Inc. (hereinafter referred to as “you”) pursuant to which you have incurred Obligations (as defined in the Financing Agreement).

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INVENTORY SECURITY AGREEMENT
Inventory Security Agreement • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters
AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters

AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), dated as of October 4, 2018, is by and between Reed’s, Inc., a Delaware corporation (the “Company”) and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (“Raptor”).

Security Interest
Security Interest • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters

WHEREAS, Reed’s Inc., located at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, corporation formed under the laws of the State of Delaware (the “Company”), has adopted, used and is using the marks annexed hereto as Schedule A (the “Marks”), and

SUBORDINATION AGREEMENT
Subordination Agreement • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

THIS SUBORDINATION AGREEMENT, dated as of October 4, 2018, is entered into between ROSENTHAL & ROSENTHAL, INC., a New York corporation (“Senior Lender”) and RAPTOR/HARBOR REEDS SPV LLC, a Delaware limited liability company (“Junior Lender”). Certain capitalized terms which are used in this Agreement are defined in Section 1 of this Agreement.

MERRITT 7 VENTURE L.L.C. c/o Marcus Partners Management
Bill of Sale • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters

Re: Sublease dated as of September 1, 2018 (the “Sublease”) between GE Capital US Holdings, Inc. (“Sublessor”) and Reed’s Inc. (“Sublessee”) for a portion of the UL level (also known as the Upper Lobby Floor) of 201 Merritt 7 Corporate Park, Norwalk, CT (the “Sublet Premises”)

Rosenthal & Rosenthal, Inc. Financing Agreement
Execution Version • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

AGREEMENT dated October 4, 2018 between Reed’s Inc. (“Borrower”), a Corporation duly organized and presently existing in good standing under the laws of the State of Delaware whose chief executive office is at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, and ROSENTHAL & ROSENTHAL, INC. (“Lender”), a New York corporation with an address at 1370 Broadway, New York NY 10018.

SEPARATION, SETTLEMENT AND RELEASE OF CLAIMS AGREEMENT
Separation, Settlement and Release of Claims Agreement • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • California

This Separation, Settlement and Release of Claims Agreement (“Agreement”) is entered into by and between Reed’s Inc., a Delaware corporation, (the “Employer”) and Daniel V. Miles (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of August 15, 2018 (the “Execution Date”).

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND TRANSACTION DOCUMENTS
Securities Purchase Agreement • November 14th, 2018 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND TRANSACTION DOCUMENTS (this “Amendment”), dated as of October 4, 2018, is entered into by and between Reeds, Inc., a Delaware corporation (the “Company”) and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the “Purchaser”).

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