What changed in this filing

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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-03-30 · 565 added, 592 removed, 176 unchanged (87% of the section changed)

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Exchange Act of 1934, as amended (the “Exchange Act”).

Based on this evaluation, our Chief Executive Officer and our

Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31,

2020 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and our Chief

Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021 to provide

reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to

allow timely decisions regarding required disclosures.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief

Financial Officer and the oversight of our audit committee, has evaluated the effectiveness of our internal control over financial

reporting as of December 31, 2020.

In assessing the effectiveness of our internal control over financial reporting, our management

used the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

Based on that evaluation, our management has concluded that our internal control over financial

reporting was effective as of December 31, 2020.

Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal

control over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement.

of Previously Identified Material Weaknesses

As disclosed in Part II, Item 9A., “Controls

and Procedures,” in our Annual Report on Form 10-K for fiscal year ended December 31, 2019, management identified the following

control deficiencies during fiscal 2019 that constituted material weaknesses:

(1) we did not have controls designed to assess

the design and operation of internal controls pertaining to these outsourced information technology service providers over the

period of reliance and (2) we did not maintain effective policies to ensure adequate segregation of duties within its accounting

remediate these previously identified material weaknesses, our management, with oversight from our audit committee, implemented

a remediation plan, we designed and implemented controls related to the periodic monitoring and review of outsourced information

technology service providers, and we implemented procedures and independent reconciliations of significant accounts to mitigate

the lack of segregation of duties.

on the actions taken, management determined that our newly designed and enhanced controls were in place and operated effectively

for a sufficient period of time to enable us to conclude that the material weaknesses were remediated as of December 31, 2020.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer

and the oversight of our audit committee, has evaluated the effectiveness of our internal control over financial reporting as of December

In assessing the effectiveness of our internal control over financial reporting, our management used the framework established

in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of

December 31, 2021.

Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control

over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement.

in Internal Control over Financial Reporting

than as described above in the section “Remediation Efforts on Previously Identified Material Weakness,” there were

no other changes in our internal control over financial reporting during the quarter ended December 31, 2020, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting during the three-month period ended December 31, 2021, that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error

or overriding of controls, and, therefore, can provide only reasonable assurance with respect to reliable financial reporting.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements,

including the possibility of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can

provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or

overriding of controls, and, therefore, can provide only reasonable assurance with respect to reliable financial reporting.

its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility

of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance

with respect to the preparation and fair presentation of financial statements.

Other Information

On March 28, 2022, the

Company entered into a financing agreement with Alterna Capital Solutions (“ACS”), for a line of credit to replace its existing

credit facility with Rosenthal & Rosenthal, Inc.

The ACS line of credit is for a term of 3 years and provides for borrowings of up

Borrowings are based upon eligible accounts receivable and inventory.

The line of credit is secured by eligible accounts receivable and inventory

of the Company.

Inventory collateral is set to a maximum of 100% of

eligible accounts receivable.

An overadvance rider is in place which provides for up to $400 of additional borrowing beyond those amounts

(the “Over Advance”).

Borrowings under the ACS

financing agreement bear interest of prime plus 4.75% but not less than 8.0% on receivables.

Borrowings based on inventory bear an interest

of prime plus 5.25% but not less than 8.5%.

The additional overadvance rider bears a rate of prime plus 12.75%, but not less than 16.00%.

Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility.

A loan balance of less than $1,500 will bear interest at a rate in line with account receivables advances plus the monthly monitoring

The Company incurred $503

of direct costs of the transaction, consisting primarily of broker, bank and legal fees.

These costs have been capitalized and are being

amortized over the 3-year life of the ACS agreement.

On March 30, 2022, the Company paid in full its outstanding

balance on its credit facility with Rosenthal & Rosenthal, Inc.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable,

Directors, Executive Officers , and Corporate Governance.

current directors have terms which will end at the next annual meeting of the stockholders or until their successors are elected

and qualify, subject to their death, resignation or removal.

The following table sets forth certain information with respect to

our current directors and executive officers as of December 31, 2020:

current directors have terms which will end at the next annual meeting of the stockholders and until each of their successors is elected

and qualified.

The following table sets forth certain information with respect to our current directors and executive officers as

of date of this Annual Report:

Executive Officer, Director

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Sales Officer

President, Operations

Innovation Officer

Chairman of Governance Committee, member of Audit, Operations and Compensation Committees

Chairman of Governance and Compensations Committee, member of Audit and Operations Committee

Chairman of the Audit Committee and member of Compensation Committee

Chairman of the Compensation Committee and member of Audit and Governance Committees

member of the Compensation and Governance Committees

Imbrogno, Jr.

member of the Audit Committee

Experience of Directors and Executive Officers

was appointed as Chief Executive Officer and director of Reed’s effective March 1, 2020.

his promotion, Mr.

Prior to his promotion,

Snyder served as Chief Operating Officer of Reed’s from September 2019 through February 29, 2020.

to joining Reed’s, Mr.

Snyder served as President and Chief Executive Office for Avitae USA, LLC, an emerging premium new

age beverage company that markets and sells a line of ready-to-drink caffeinated waters.

Prior to Avitae, he served as the President

and Chief Operating Officer for Adina For Life, Inc., President and Chief Executive Officer of High Falls Brewing Company, and

Chief Financial Officer, and later Chief Operating Officer of South Beach Beverage Company, known as SoBe.

In prior experience,

Snyder served as Controller for National Football League Properties, Inc., and in various roles at PriceWaterhouseCoopers

during an eight-year tenure.

Prior to joining Reed’s,

Snyder served as President and Chief Executive Office for Avitae USA, LLC, an emerging premium new age beverage company that markets

and sells a line of ready-to-drink caffeinated waters.

Prior to Avitae, he served as the President and Chief Operating Officer for Adina

For Life, Inc., President and Chief Executive Officer of High Falls Brewing Company, and Chief Financial Officer, and later Chief Operating

Officer of South Beach Beverage Company, known as SoBe.

In prior experience, Mr.

Snyder served as Controller for National Football League

Properties, Inc., and in various roles at PriceWaterhouseCoopers during an eight-year tenure.

Snyder earned a B.S.

in Accounting from the State University of New York at Albany.

in Accounting

from the State University of New York at Albany.

Spisak has served as Chief Financial Officer of Reed’s since December 2019.

Prior to joining Reed’s, Mr.

Spisak provided financial leadership, including extensive expertise over a broad range of finance functions during his 26 year

tenure in the North America region of Diageo, a multinational alcoholic beverage company with net sales over UK £12.9 billion

provided financial leadership, including extensive expertise over a broad range of finance functions during his 26 year tenure in the

North America region of Diageo, a multinational alcoholic beverage company with net sales over UK £12.9 billion (U.S.

$16 billion).

Spisak held numerous positions in multiple divisions of Diageo, most recently serving as Vice President

of Finance and Controller of North America.

Previously, he held positions of Vice President of Commercial Finance, Director of

Business Performance and Senior Finance Director of Marketing and Innovation Decision Support, as well as other roles in finance.

Spisak held numerous positions in multiple divisions of Diageo, most recently serving as Vice President of Finance and Controller

of North America.

Previously, he held positions of Vice President of Commercial Finance, Director of Business Performance and Senior

Finance Director of Marketing and Innovation Decision Support, as well as other roles in finance.

Prior to Diageo, Mr.

Spisak served at International Masters Publishers, Inc., a private company with publishing activities in

35 countries.

Spisak holds an MBA in International Business from Fairfield University and a Bachelor of Science in Finance

from the University of Rhode Island.

Cohane has served as Reed’s Chief Sales Officer since March of 2008 and previously as Vice President of Sales since

Spisak served

at International Masters Publishers, Inc., a private company with publishing activities in 35 countries.

Spisak holds an MBA in International

Business from Fairfield University and a Bachelor of Science in Finance from the University of Rhode Island.

Cohane has served as Reed’s Chief Sales Officer since March of 2008 and previously as Vice President of Sales since August

From March 2001 until August 2007, Mr.

Cohane served in various senior-level sales and executive positions for PepsiCo,

most recently as Senior National Accounts Manager, Eastern Division.

Cohane served in various senior-level sales and executive positions for PepsiCo, most recently

as Senior National Accounts Manager, Eastern Division.

In this capacity, Mr.

Cohane was responsible for all business

development and sales activities within the Eastern Division.

Cohane was responsible for all business development and

sales activities within the Eastern Division.

From March 2001 until November 2002, Mr.

Cohane served as Business

Development Manager, Non-Carbonated Division within PepsiCo where he was responsible for leading the non-carbonated category build-out

across the Northeast Territory.

Cohane served as Business Development Manager,

Non-Carbonated Division within PepsiCo where he was responsible for leading the non-carbonated category build-out across the Northeast

From 1998 to March 2001, Mr.

Cohane spent three years at South Beach Beverage Company, most recently

as Vice President of Sales, Eastern Region.

From 1986 to 1998, Mr.

Cohane spent approximately twelve years at Coca-Cola of New

York where he held various senior-level sales and managerial positions, most recently as General Manager New York.

degree in Business Administration from Merrimack College in North Andover, Massachusetts.

Hubli was appointed Vice President of Operations effective September 28, 2020.

Hubli has nearly four decades of

diversified experience in supply chain and operations management.

From January 2015 to the present, he owned and operated Rockhouse

Services, LLC, a consultancy focused on operations & supply chain improvement.

From July 2014 to January 2015, he served as

SVP of Operations for Harvest Hill Beverage Company.

Prior, from August 2012 to July 2014, he served as VP of Operations for High

Ridge Brands with end-to-end operations accountability of a copacker based supply chain plus new product delivery & quality.

From March 2009 to July 2012, he served as VP of Operations of Kozy Shack Enterprises.

From March 2008 to March 2009, Mr.

was the VP of Operations for Fuze Beverages leading, directing S&OP;

managing all operations/supply chain activities while

integrating the business unit into Coca-Cola.

From 2000 to 2007, he served as a VP of Operations Strategy Development at Cadbury

Schweppes Americas Beverages where he created the long-term operations strategy.

Cohane spent three years at South Beach Beverage Company, most recently as Vice President of

Sales, Eastern Region.

From 1986 to 1998, Mr.

Hubli worked for the North

American division of Colgate Palmolive initially as Director of Technology and later as Director of Supply Chain Development.

In these roles he ran new product delivery across all business categories and spearheaded supply chain re-engineering initiatives.

At Nestle Foods, where he worked from 1987 to 1991, he held the positions of Manager Coffee/Tea Industrial Engineering and Marketing

Manager for the Nescafe brand.

Hubli began his five-year tenure with PepsiCo R&D in 1982 as Program Manager and subsequently

became Manager, Concentrate Operations leading copack production of aseptic juices for the Slice brand.

He began his career as

Logistics Analyst for Maxwell House Coffee, then a division of General Foods, in 1980.

Hubli earned a BS in Industrial Engineering

and an MBA, both in 1979 from the University of Rhode Island.

Reed founded our company in 1987.

Since inception, Mr.

Reed has served in the roles of Chairman, President, and Chief

Executive Officer, and is currently the company’s Chief Innovation Officer.

Reed has been a non-independent Director

since our incorporation in 1991.

Reed also served as Chief Financial Officer during fiscal year 2007 until October 1, 2007

and again from April 17, 2008 to January 19, 2010.

Reed remains a Director of the company with the election of John Bello

as Chairman of the Board by fellow Board members.

Reed has been responsible for our design and products, including the original

product recipes, the proprietary brewing process and the packaging and marketing strategies.

Reed received a B.S.

Engineering in 1980 from Rensselaer Polytechnic Institute in Troy, New York.

Cohane spent approximately twelve years at Coca-Cola of New York where he held various

senior-level sales and managerial positions, most recently as General Manager New York.

Cohane holds a B.S.

degree in Business Administration

from Merrimack College in North Andover, Massachusetts.

Bello is Reed’s Chairman and sales and marketing expert.

Since 2001, Mr.

Bello has been the Managing Director

of JoNa Ventures, a family venture fund.

Bello has been the Managing Director of JoNa

Ventures, a family venture fund.

From 2004 to 2012 Mr.

Bello also served as Principal and General Partner at Sherbrooke

Capital, a venture capital group dedicated to investing in leading, early stage health and wellness companies.

founder and former CEO of South Beach Beverage Company, the maker of nutritionally enhanced teas and juices marketed under the

brand name SoBe.

The company was sold to PepsiCo in 2001 for $370 million and in the same year Ernst and Young named Mr.

National Entrepreneur of the Year in the consumer products category for his work with SoBe.

Bello also served as Principal and General Partner at Sherbrooke Capital, a venture

capital group dedicated to investing in leading, early stage health and wellness companies.

Bello is the founder and former CEO of

South Beach Beverage Company, the maker of nutritionally enhanced teas and juices marketed under the brand name SoBe.

The company was

sold to PepsiCo in 2001 for $370 million and in the same year Ernst and Young named Mr.

Bello National Entrepreneur of the Year in the

consumer products category for his work with SoBe.

Before founding SoBe, Mr.

fourteen years at National Football League Properties, the marketing arm of the NFL and served as its President from 1986 to 1993.

Bello spent fourteen years at National Football League Properties,

the marketing arm of the NFL and served as its President from 1986 to 1993.

As the President, Mr.

Bello has been credited for building NFL Properties into a sports marketing leader and creating the model

by which every major sports league now operates.

Prior to working for the NFL, Mr.

Bello served in marketing and strategic planning

capacities at the Pepsi Cola Division of PepsiCo Inc.

and in product management roles for General Foods Corporation on the Sanka

and Maxwell House brands.

Bello has been credited for building

NFL Properties into a sports marketing leader and creating the model by which every major sports league now operates.

Prior to working

for the NFL, Mr.

Bello served in marketing and strategic planning capacities at the Pepsi Cola Division of PepsiCo Inc.

and in product

management roles for General Foods Corporation on the Sanka and Maxwell House brands.

As a board chair, Mr.

Bello has also worked with IZZE in brand building, marketing and strategic planning

Bello has also worked with

IZZE in brand building, marketing and strategic planning capacities.

That brand was also sold to PepsiCo.

Bello earned his BA from Tufts University, cum laude, and received his MBA from the Tuck School of business at Dartmouth College

as an Edward Tuck Scholar.

Bello is extensively involved in non-profit work and currently serves as a Tufts University Trustee

and advisory board member (athletics) and the Veteran Heritage Project in Scottsdale, Arizona.

Bello also serves on the board

of Rockford Fosgate, a seller of OEM audio equipment, and is executive director of Eye Therapies which has licensed its technology

to Bausch and Lomb, who markets a redness reduction eye drop under the Lumify brand name.

Bello earned his BA from Tufts University, cum laude, and received his MBA from the Tuck School of business at Dartmouth College as an

Edward Tuck Scholar.

Bello is extensively involved in non-profit work and currently serves as a Tufts University Trustee and advisory

board member (athletics) and the Veteran Heritage Project in Scottsdale, Arizona.

Bello also serves on the board of Rockford Fosgate,

a seller of OEM audio equipment, and is executive director of Eye Therapies which has licensed its technology to Bausch and Lomb, who

markets a redness reduction eye drop under the Lumify brand name.

Bass has served as a director since September 29, 2017, is Chairman of the Audit Committee and member of the Compensation

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America LLC, commonly referred to as the PlayStation business of Sony where he joined in 1995 as Vice President of Finance.

Bass has more than thirty-five years of financial and international management experience and was responsible for all of Sony’s

financial operations and controls including general accounting and financial reporting, planning, analysis and systems, treasury

and risk management, internal audit, and federal, state and local income taxes.

Prior experience includes holding several senior

management positions encompassing fourteen years with Bristol-Myers Squibb Company, gaining international experience running operations

in parts of Asia and Europe.

has more than thirty-five years of financial and international management experience and was responsible for all of Sony’s financial

operations and controls including general accounting and financial reporting, planning, analysis and systems, treasury and risk management,

internal audit, and federal, state and local income taxes.

Prior experience includes holding several senior management positions encompassing

fourteen years with Bristol-Myers Squibb Company, gaining international experience running operations in parts of Asia and Europe.

Bass also spent two years at Wang Laboratories as a Divisional Controller.

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firm, Haskins and Sells, now Deloitte & Touche.

Bass received a Bachelor of Business Administration degree in accounting

and finance from Pace University, New York City.

He is a Certified Public Accountant and a member of the American Institute of

Certified Public Accountants.

Jaffe has served as a director since October 19, 2016, is Chairman of the Governance Committee and a member of the Audit

and Compensation Committees.

Bass received a Bachelor of Business Administration degree in accounting and

finance from Pace University, New York City.

He is a Certified Public Accountant and a member of the American Institute of Certified

Public Accountants.

Jaffe has served as a director since October 19, 2016, is Chairman of the Governance Committee and a member of the Audit and

Compensation Committees.

Since August 2014, Mr.

Jaffe is an Executive-in-Residence and Clinical Faculty at the Fred Kiesner

Center for Entrepreneurship, Loyola Marymount University.

Jaffe is an Executive-in-Residence and Clinical Faculty at the Fred Kiesner Center for

Entrepreneurship, Loyola Marymount University.

He is also a technology futurist, Executive Coach and Public Speaker.

Since January 2010 Mr.

Since January 2010,

Jaffe has served on the board of FitLife Brands Inc.

(FTLF:OTCBB) and serves on its audit, compensation

and governance committees.

Since 2006 he has served on the board of directors of York Telecom, a private company, and serves on

its compensation and governance committees.

(FTLF:OTCBB) and serves on its audit, compensation and governance committees.

Since 2006 he has served on the board of directors of York Telecom, a private company, and serves on its compensation and governance

From 2006 to 2008 Mr.

Jaffe was Interim Chief Executive Officer and President of Oxford

Jaffe has also served in executive management positions with Verso Technologies, Inc., Wireone Technologies, Inc.,

Picturetel Corporation, and he was also previously a Managing Director of Arthur Andersen.

Jaffe was the co-founder of MovieMe

Jaffe also served on the Board of Directors of Benihana, Inc.

Jaffe was Interim Chief Executive Officer and President of Oxford Media, Inc.

Jaffe has also served

in executive management positions with Verso Technologies, Inc., Wireone Technologies, Inc., Picturetel Corporation, and he was also

previously a Managing Director of Arthur Andersen.

Jaffe was the co-founder of MovieMe Network.

Jaffe also served on the Board

of Directors of Benihana, Inc.

as its lead independent director from 2004 to 2012.

Jaffe is a graduate of the Stanford Business School Executive Program, holds a Bachelor of Science from LaSalle University and

holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director

education and credentialing program.

Grossman has served as a director since September 29, 2017, serves as Chairman of the Compensation Committee and is

also a member of the Audit and Governance Committees.

Grossman has nearly two decades of investing and advisory experience

in both public and private companies undergoing significant change.

Grossman is the founder and CEO of Vindico Capital LLC,

a value-oriented investment firm that invests in public company transformations in partnership with management.

Prior to Vindico,

Grossman was a Senior Portfolio Manager at Magnetar Capital, a $13 billion multi-strategy alternative asset manager, which

he first joined in 2006.

Prior to Magnetar, Mr.

Grossman worked at Soros Fund Management in its Private Equity division and Merrill

Lynch in its investment banking group.

In addition, Mr.

Grossman is a non-operating partner and current Board Member at Zeitguide.

Grossman received an MBA from the Stanford Graduate School of Business and a BA from Columbia University where he majored

in economics.

Jaffe is a graduate of the Stanford Business School Executive Program, holds a Bachelor of Science from LaSalle University and holds

a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and

credentialing program.

Imbrogno, Jr.

has served as a director since August 7, 2019.

He served a 40-year tenure at PepsiCo, bringing extensive expertise

in beverage supply chain and management.

He served a 40-year tenure at PepsiCo, bringing extensive

expertise in beverage supply chain and management.

At PepsiCo he served in a variety of field operating assignments and staff positions

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In this role he was responsible for Pepsi-Cola’s

worldwide beverage quality, concentrate operations, research & development and contract manufacturing, reporting directly

to the heads of Pepsi-Cola North America and PepsiCo Beverages International.

Since Imbrogno’s retirement from PepsiCo,

he has consulted for multiple companies including PepsiCo.

In 2014, Louis Imbrogno Jr.

served as Chief

Executive Officer of Constar International, Inc.

for a six-month period during a bankruptcy proceeding and subsequent sale in

a court administered public auction.

He was not an executive officer of the company prior to the initiation of the bankruptcy

Except as described above, to the best

of our knowledge, none of our executive officers or directors are parties to any material proceedings adverse to Reed’s,

have any material interest adverse to Reed’s or have, during the past ten years been subject to legal or regulatory proceedings

required to be disclosed hereunder.

Family Relationships

There are no family relationships between

any of our executive officers and directors.

Audit Committee of the Board

The Audit Committee was formed in January

The board has determined that each member of our Audit Committee is an “independent director” as defined by

Rule 5605(a)(2) of The NASDAQ Stock Market Rules and that members of the Audit Committee are independent under the additional

requirements of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

The board has determined

Bass meets SEC requirements of an “audit committee financial expert” within the meaning of the Sarbanes Oxley

Act of 2002, Section 407(b).

worldwide beverage quality, concentrate operations, research & development and contract manufacturing, reporting directly to the

heads of Pepsi-Cola North America and PepsiCo Beverages International.

Imbrogno’s retirement from PepsiCo, he

has consulted for multiple companies including PepsiCo.

Kallman has served as a director since December 30, 2021.

Kallman is the founder of Boston Harbor Distillery, LLC,

makers of craft whiskey, gin, rum, liqueurs, and other inventive spirits, and has served as its Chief Executive Officer since 2012.

1984 she co-founded The Boston Beer Company (NYSE:

SAM) and served as EVP, overseeing sales & marketing as well as the company’s

human capital.

Kallman was instrumental in paving the way for craft beer acceptance by making it available throughout the US while educating

consumers on American craft beer superiority.

In addition, as the pioneering woman in the beer industry, she was able to lead the way

for other women to earn the respect and credibility they deserve.

Zaltzman has served as a director since March 21, 2022.

Zaltzman is the founder and managing member of Union Square Park

Capital Management, LLC (“USPCM”), an SEC Registered Investment Adviser firm and is also the managing member of Union Square

Park GP (“USPGP”).

USPCM and USPGP serve as the investment manager and general partner to Union Square Park Partners, LP

(“USPP Fund”), respectively.

Foregoing entities hereinafter collectively referred to as the “Union Square Entities”.

Prior to founding USPCM and USPGP in April 2015, Mr.

Zaltzman worked at various major banks and investment firms for over twenty years.

Zaltzman received an M.B.A.

degree from Columbia Business School in 1997 and a B.S.B.A.

degree from the University of Denver in 1992.

2014, Louis Imbrogno Jr.

served as Chief Executive Officer of Constar International, Inc.

for a six-month period during a bankruptcy

proceeding and subsequent sale in a court administered public auction.

He was not an executive officer of the company prior to the initiation

of the bankruptcy proceedings.

as described above, to the best of our knowledge, none of our executive officers or directors are parties to any material proceedings

adverse to Reed’s, have any material interest adverse to Reed’s or have, during the past ten years been subject to legal

or regulatory proceedings required to be disclosed hereunder.

Relationships

are no family relationships between any of our executive officers and directors.

Committee of the Board

Audit Committee was formed in January 2007.

The board has determined that each member of our Audit Committee is an “independent

director” as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules and that members of the Audit Committee are independent

under the additional requirements of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

board has determined James C.

Bass meets SEC requirements of an “audit committee financial expert” within the meaning of

the Sarbanes Oxley Act of 2002, Section 407(b).

In addition, the board determined that (i) none of the Audit Committee members have participated

in the preparation of the financial statements of the company at any time during the past three years and (2) Audit Committee

members are able to read and understand fundamental financial statements.

Additionally, we intend to continue to have at least

one member of the Audit Committee whose experience or background results in the individual’s financial sophistication.

Audit Committee charter is posted on our website at www.reedsinc.com.

Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Code of Ethics

that complies with Item 406 of Regulation S-B of the Exchange Act.

in the preparation of the financial statements of the company at any time during the past three years and (2) Audit Committee members

are able to read and understand fundamental financial statements.

Additionally, we intend to continue to have at least one member of

the Audit Committee whose experience or background results in the individual’s financial sophistication.

The Audit Committee charter

is posted on our website at www.reedsinc.com.

Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Code of Ethics that

complies with Item 406 of Regulation S-B of the Exchange Act.

Our Code of Ethics is posted on our website at http://investor.reedsinc.com .

Compliance with Section 16(a)

of the Exchange Act

16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive

officers and beneficial holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports

of changes in ownership of our equity securities.

To our knowledge, based solely upon a review

of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR 240.16a-3(e) during our fiscal year ended December

31, 2020 the following individuals each filed one late Form 4 representing one transaction (unless otherwise noted):

Spisak, Norman E.

Snyder, Jr., John Bello, Neal Cohane.

with Section 16(a) of the Exchange Act

16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers

and beneficial holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes

in ownership of our equity securities.

our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR 240.16a-3(e)

during our fiscal year ended December 31, 2021 the following individuals each filed one late Form 4 representing one transaction (unless

otherwise noted):

John Bello(2).

None of our officers or directors filed Form 5.

Stockholder Director Nomination Procedures

There have not been any material changes

to the procedures by which stockholders may recommend nominees to the our board of directors.

Director Nomination Procedures

have not been any material changes to the procedures by which stockholders may recommend nominees to our board of directors.

Executive Compensation

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during the reported periods:

and Principal Position

Executive Officer (Former Chief Operating Officer)

Interim Chief Executive Officer, Chairman) (3)

Financial Officer

Sales Officer

Name and Principal Position

Chief Executive Officer (Former Chief Operating Officer)

Chief Financial Officer

Chief Sales Officer

The amounts represent the fair value for share-based payment awards issued during the year.

The award is calculated on the date

of grant in accordance with Financial Accounting Standards.

The award is calculated on the date of grant

in accordance with Financial Accounting Standards.

Other compensation includes both cash payments and the estimated value of the use of company assets.

Bello served as Interim Chief Executive Officer from September 30, 2019 through February 29, 2020.

His director compensation

was suspended during the period as his service as Interim Chief Executive Officer.

Director compensation of $37,500 and consulting

fees of $66,667.

Bello was issued 200,000 RSAs as compensation for his services as Interim Chief Executive Officer on February

25, 2020 for his service from September 30, 2019 through February 29, 2020.

Pro-rata portion of this award earned during 2019

is included in this table.

Bello’s 2020 Director fees and compensation are also reported under the Director Compensation

board appointed Mr.

1 unchanged sentence

Snyder succeeded John J.

who served as Interim Chief Executive Officer from September 30, 2019 through February 29, 2020.

served as Interim Chief Executive Officer from September 30, 2019 through February 29, 2020.

The board granted Mr.

a one-time bonus of 150,000 RSAs vesting March 1, 2020, subject to the conditions and limitations of Reed’s Second Amended

and Restated 2017 Incentive Compensation Plan, in conjunction with his promotion.

Pursuant his employment agreement, on February

25, 2020, he received an equity award of 446,000 stock options, one-half scheduled to vest in equal increments on an annual basis

for four years and remainder to vest based on performance criteria to be determined by the board of directors (or compensation

committee of the board).

Snyder’s performance-based cash bonus was set at a target amount of 30% of base salary for

the term of his service as Chief Operating Officer.

The agreement provided for acceleration of equity grants triggered by a “change

of control”, as defined in the agreement and contains confidentiality, invention assignment and non-solicitation covenants.

Snyder is also eligible to participate in the company’s benefit plans available to its executive officers.

Snyder a one-time

bonus of 150,000 RSAs vesting March 1, 2020, subject to the conditions and limitations of Reed’s Second Amended and Restated 2017

Incentive Compensation Plan, in conjunction with his promotion.

Pursuant his employment agreement, on February 25, 2020, he received

an equity award of 446,000 stock options, one-half scheduled to vest in equal increments on an annual basis for four years and remainder

to vest based on performance criteria to be determined by the board of directors (or compensation committee of the board).

performance-based cash bonus was set at a target amount of 30% of base salary for the term of his service as Chief Operating Officer.

The agreement provided for acceleration of equity grants triggered by a “change of control”, as defined in the agreement

and contains confidentiality, invention assignment and non-solicitation covenants.

Snyder is also eligible to participate in the

company’s benefit plans available to its executive officers.

June 24, 2020, we entered into an amended and restated employment agreement with Norman E.

reflecting his promotion

to Chief Executive Officer on March 1, 2020.

The term of the agreement continues through March 1, 2023 and will automatically

renew for an additional one-year term, unless earlier terminated or unless notice of non-renewal is submitted by either party

90 days in advance.

Pursuant to the agreement, Mr.

Snyder’s base salary of $300,000 per year increased to $350,000 on September

30, 2020 based on satisfaction of certain objectives and to $360,500 on March 1, 2021.

Snyder is also eligible to receive

a performance-based cash bonus at a target amount of 50% of his base salary in effect.

He is also eligible to participate in Reed’s

other benefit plans available to its executive officers.

The agreement provides for acceleration of equity grants triggered by

a “change of control”, as defined in the agreement and contains customary, non-competition, confidentiality, invention

assignment and non-solicitation covenants.

Snyder is also entitled to six months’ severance benefits in the event of

termination without cause by Reed’s or for good reason by Mr.

reflecting his promotion to Chief

Executive Officer on March 1, 2020.

The term of the agreement continues through March 1, 2023 and will automatically renew for an additional

one-year term, unless earlier terminated or unless notice of non-renewal is submitted by either party 90 days in advance.

the agreement, Mr.

Snyder’s base salary of $300,000 per year increased to $350,000 on September 30, 2020 based on satisfaction

of certain objectives and to $360,500 on March 1, 2021.

Snyder is also eligible to receive a performance-based cash bonus at a target

amount of 50% of his base salary in effect.

He is also eligible to participate in Reed’s other benefit plans available to its executive

The agreement provides for acceleration of equity grants triggered by a “change of control”, as defined in the

agreement and contains customary, non-competition, confidentiality, invention assignment and non-solicitation covenants.

also entitled to six months’ severance benefits in the event of termination without cause by Reed’s or for good reason by

Snyder, subject to execution of a release.

February 19, 2020 the board of directors granted John Bello 200,000 RSAs, vesting March 1, 2020, as compensation for his services

as Interim Chief Executive from September 30, 2019 through February 29, 2020.

entered into an at-will employment agreement with Thomas J.

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The agreement may be terminated by the Company or Mr.

Spisak, with or without notice and with or without cause,

pursuant to the terms of the agreement.

Spisak’s base annual base salary was increased to $257,500 from $250,000 effective

March 1, 2020.

Spisak, with or without notice and with or without cause, pursuant

to the terms of the agreement.

Spisak’s base annual base salary was increased to $257,500 from $250,000 effective March 1,

Spisak is also eligible to receive performance-based cash bonus at a target amount of 30% of his base salary.

Pursuant to his employment agreement, Mr.

Spisak received an initial equity award of 150,000 incentive stock options and 150,000

restricted stock awards on March 3, 2020, one-half of the award (75,000 options and 75,000 restricted stock awards) vesting in

equal increments on an annual basis for four years and the remainder (75,000 options and 75,000 restricted stock awards) vesting

based on performance criteria to be determined by the board of directors or compensation committee.

Spisak is also eligible

to participate in Reed’s other benefit plans available to its executive officers.

The agreement contains customary confidentiality,

non-competition and invention assignment covenants.

Salary Arrangements of Other Executive Officers

Cohane receives an annual salary which increased from $210,000 to $250,000 on March 1, 2021 with a 30% bonus target, and he is

eligible to participate in benefits offered by the company to its executive officers.

Hubli receives an annual salary of $200,000 with a 30% bonus target, and he is eligible to participate in benefits offered

by the company to its executive officers.

Reed receives an annual salary of $113,500.

Pursuant to his

employment agreement, Mr.

Spisak received an initial equity award of 150,000 incentive stock options and 150,000 restricted stock awards

on March 3, 2020, one-half of the award (75,000 options and 75,000 restricted stock awards) vesting in equal increments on an annual

basis for four years and the remainder (75,000 options and 75,000 restricted stock awards) vesting based on performance criteria to be

determined by the board of directors or compensation committee.

Spisak is also eligible to participate in Reed’s other benefit

plans available to its executive officers.

The agreement contains customary confidentiality, non-competition and invention assignment

Salary Arrangements of Other Named Executive Officers

Cohane receives an annual salary which increased from $210,000 to $250,000 on March 1, 2021 with a 30% bonus target, and he is eligible

to participate in benefits offered by the company to its executive officers.

Change-in-Control

General Policy

is our general policy that awards that vest over a term greater one-year include provisions for acceleration upon a change-in-control.

Equity Compensation Plans

2017 Plan provides the consequences of a change-in-control provisions may be set forth in individual award agreements.

of the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s

For purposes of

the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s common

stock, (b) the acquisition within a twelve-month period of 30% or more of the Company’s common stock, (c) the replacement of a

majority of the board of directors, within a twelve-month period, by directors whose election was not endorsed by the incumbent board,

or (d) the acquisition of all or substantially all of the Company’s assets.

2020 Plan, as amended, provides that the Compensation Committee of the board retains discretion under the 2020 Plan to determine the

treatment of outstanding awards in connection with a change in control of the Company, subject to the terms of contractual agreements

of executive officers.

For example, the Compensation Committee may cause awards granted under the 2020 Plan to vest upon a change in

control, may cancel awards in exchange for a payment of cash (or without a payment, in the case of stock options or SARs with an exercise

price that exceeds fair market value), or may cause awards to be continued or substituted in connection with a change in control.

purposes of the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s

common stock, (b) the acquisition within a twelve-month period of 30% or more of the company’s common stock, (c) the replacement

of a majority of the board of directors, within a twelve-month period, by directors whose election was not endorsed by the incumbent

board, or (d) the acquisition of all or substantially all of the Company’s assets.

of a majority of the board of directors, within a twelve-month period, by directors whose election was not endorsed by the incumbent board

of directors, or (d) the acquisition of all or substantially all of the company’s assets.

The full definition of “change

in control” is set out in the 2020 Plan.

General provisions of the 2017 Plan and 2020 Plan are subject to contractual

modifications that may be set forth in executive employment agreements and award agreements.

Equity Awards at Year-End

following table sets forth information regarding unexercised options and equity incentive plan awards for each Named Executive

Officer outstanding as of December 31, 2020:

following table sets forth information regarding unexercised options and equity incentive plan awards for each Named Executive Officer

outstanding as of December 31, 2021:

Options (#) Exercisable

7 unchanged sentences

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(Chief Executive

Officer, Former Chief Operating Officer)

Former Interim Chief

Executive Officer, Chairman

Executive Officer, Former Chief Operating Officer)

Financial Officer)

(Chief Sales Officer)

options will vest in 2021.

options vest 25% per year beginning in 2021.

options vest in accordance with performance criteria established by the board of directors.

following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2021:

Fees Earned or

Stock Awards (1)

Incentive Plan

Doherty, III (3)

Imbrogno, Jr.

Louis Imbrogno, Jr.

Rhonda Kallman (4)

amounts represent the fair value of restricted stock awards granted during the year.

The award is calculated on the date of

grant in accordance with Financial Accounting Standards, excluding any impact of assumed forfeiture rates.

Bello’s 2020 director fees and awards are also reported under the Executive Compensation Table.

Doherty, III resigned from his position as director effective December 31, 2020.

The award is calculated on the date of grant

in accordance with Financial Accounting Standards, excluding any impact of assumed forfeiture rates.

Grossman resigned from his position as director

effective December 30, 2021.

Rhonda Kallman was elected to the board on December

30, 2021 at the Reed’s, Inc.

2021 Annual Stockholders Meeting.

Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 22,

2021 for (i) each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group and (iii)

each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered

to beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment

power or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise

of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown

in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the

owner’s spouse or children.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common

stock that such person has the right to acquire within 60 days of March 22, 2021.

For purposes of computing the percentage

of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or

persons has the right to acquire within 60 days of March 22, 2021 is deemed to be outstanding but is not deemed to be outstanding

for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially

owned does not constitute an admission of beneficial ownership.

Except as otherwise indicated below, the persons named in the

table have sole voting and investment power with respect to all shares of common stock held by them.

Unless otherwise indicated,

the principal address of each listed executive officer and director is 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

Beneficial Owner

and Named Executive Officers

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 22, 2022 for (i) each

Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group and (iii) each stockholder known

to be the beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered to beneficially own any shares

(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person

has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers

is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person has the right to acquire within 60 days of March 22, 2022.

For purposes of computing the percentage of outstanding shares

of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire

within 60 days of March 22, 2022 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage

ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial

Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to

all shares of common stock held by them.

Unless otherwise indicated, the principal address of each listed executive officer and director

is 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

Named Beneficial Owner

Directors and Named Executive Officers

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

and Named Executive Officers as a group (8 persons)

Neal Cohane (4)

Louis Imbrogno (7)

Lewis Jaffe (8)

Rhonda Kallman (10)

Directors and Named Executive Officers as a group (9 persons)

5% or greater stockholders

Harbor Reed SPV LLC (10)

Square Park Partners

Asset Management Partners Inc

Based on 86,317,096 shares outstanding as of December 31, 2020.

Includes 100,000 shares issuable upon exercise of currently-exercisable options, 24, 590 RSAs from 2021 Board Compensation, 400,000

shares of restricted common stock, and warrants of 133,201.

Union Square Entities (11)

Based on 112,842,146 shares outstanding as of March 22, 2022.

Includes 50,000 shares issuable upon exercise of currently-exercisable options, 80,344 RSAs from 2022 Board Compensation, and

warrants of 1,500,000.

Includes 656,438 shares issuable upon exercise of currently-exercisable options.

1 unchanged sentence

Includes 80,000 shares issuable upon exercise of currently-exercisable options and 80,344 RSAs from 2022 Board Compensation.

Includes 80,000 shares issuable upon exercise of currently-exercisable

options and 24,590 RSAs from 2021 Board Compensation.

Includes 167,917 shares issuable upon exercise of currently-exercisable

Includes 243,466 shares issuable upon exercise of currently-exercisable options.

Includes 80,000 shares issuable upon exercise of currently-exercisable options and 80,344 RSAs from 2022 Board Compensation

Includes 80,000 shares issuable upon exercise of currently-exercisable options and 80,344 RSAs from 2022 Board Compensation.

Principal address is 280 Congress Street, 12th Floor Boston, Massachusetts 02210.

Includes 2,810,000 shares of common stock issuable

upon exercise of currently-exercisable warrants.

Securities Authorized for Issuance under

Equity Compensation Plans

On September 29, 2017, the 2017 Incentive

Compensation Plan for 3,000,000 shares was approved by our shareholders.

On December 13, 2018 the Amended and Restated 2017 Incentive

Compensation Plan was approved by our shareholders increasing the number of shares issuable by 3,500,000 to 6,500,000.

16, 2019, the Second Amended and Restated 2017 Incentive Compensation Plan (“2017 Plan”) was approved by our shareholders,

increasing the number of shares issuable by 1,000,000 to 7,500,000.

On December 21, 2020, the 2020 Equity Incentive Plan (“2020

Plan”) for 8,500,000 shares was approved by our shareholders.

The 2020 Plan replaced the 2017 Plan, which will expire by

its terms on September 30, 2027.

We have discontinued the 2017 Plan and all plans that preceded the 2017 Plan and will not issue

any new awards under these prior plans, although awards granted under these plans will remain in effect.

The following table provides information,

as of December 31, 2020, with respect to equity securities authorized for issuance under compensation plans:

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation

Plans (excluding securities

On March 21, 2022, the Board of Directors of the Company, upon recommendation from its governance committee, expanded the board from

six to seven members and appointed Leon M.

Zaltzman to serve as director.

Zaltzman is voting and dispositive control over shares

held by the Union Square Entities.

Includes 80,344 RSAs from 2022 Board Compensation

Principal address is 1120 Avenue of the Americas, Suite 1512, New York, NY 10036.

Zaltzman is the founder and managing member

of Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered Investment Adviser firm and is also the managing

member of Union Square Park GP (“USPGP”).

USPCM and USPGP serve as the investment manager and general partner to Union Square

Park Partners, LP (“USPP Fund”), respectively.

Foregoing entities hereinafter collectively referred to as the “Union

Square Entities Mr.

Zaltzman has voting and dispositive control over shares held by the Union Square Entities.

Does not include 5,357,143

shares of common stock issuable upon exercise of certain warrants, which may not be exercised until September 27, 2022 and are subject

to a 19.99% beneficial ownership blocker.

Authorized for Issuance under Equity Compensation Plans

September 29, 2017, the 2017 Incentive Compensation Plan for 3,000,000 shares was approved by our shareholders.

On December 13, 2018

the Amended and Restated 2017 Incentive Compensation Plan was approved by our shareholders increasing the number of shares issuable by

3,500,000 to 6,500,000.

On December 16, 2019, the Second Amended and Restated 2017 Incentive Compensation Plan (“2017 Plan”)

was approved by our shareholders, increasing the number of shares issuable by 1,000,000 to 7,500,000.

December 21, 2020, the 2020 Equity Incentive Plan (“2020 Plan”) for 8,500,000 shares was approved by our shareholders.

2020 Plan replaced the 2017 Plan, which would have expired by its terms on September 30, 2027.

On December 30, 2021, the Amended and

Restated 2020 Plan was adopted by our shareholders, increasing the 2020 Plan to 15,000,000 shares.

We have discontinued the 2017 Plan and all plans that preceded the 2017 Plan

and will not issue any new awards under these prior plans, although awards granted under these plans will remain in effect.

following table provides information, as of December 31, 2021, with respect to equity securities authorized for issuance under compensation

Number of Securities to be Issued Upon Exercise of Outstanding Options,

Warrants and Rights

Average Exercise Price of Outstanding Options,

Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities

Plan Category

3 unchanged sentences

Relationships and Related Transactions

board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship

between Reed’s and one of our executive officers, directors, director nominees or 5% or greater stockholders (or their immediate

family members), each of whom we refer to as a “related person,” in which such related person has a direct or indirect

material interest.

board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship between

Reed’s and one of our executive officers, directors, director nominees or 5% or greater stockholders (or their immediate family

members), each of whom we refer to as a “related person,” in which such related person has a direct or indirect material

a related person proposes to enter into such a transaction, arrangement or relationship, defined as a “related party transaction,”

the related party must report the proposed related party transaction to our Chief Financial Officer.

The policy calls for the

proposed related party transaction to be reviewed and, if deemed appropriate, approved by the Governance Committee.

Our Governance

Committee is comprised of John Bello, Lewis Jaffe and Scott R.

The policy calls for the proposed

related party transaction to be reviewed and, if deemed appropriate, approved by the Governance Committee.

Our Governance Committee is

comprised of Lewis Jaffe and Rhonda Kallman.

Jaffe serves as Chairman.

The board of directors

has determined all of the members of the Governance Committee are independent under the rules of the Nasdaq Stock Market, LLC.

If practicable, the reporting, review and approval will occur prior to entry into the transaction.

If advance review and approval

is not practicable, the Governance Committee will review, and, in its discretion, may ratify the related party transaction.

related party transactions that are ongoing in nature will be reviewed annually at a minimum.

The related party transactions listed

below were reviewed by the full board of directors.

Prior to August 2005, we did not have independent directors on our board to

review and approve related party transactions.

The Governance Committee shall review future related party transactions.

The board of directors has determined both of

the members of the Governance Committee are independent under the rules of the Nasdaq Stock Market, LLC.

If practicable, the reporting,

review and approval will occur prior to entry into the transaction.

If advance review and approval is not practicable, the Governance

Committee will review, and, in its discretion, may ratify the related party transaction.

Any related party transactions that are ongoing

in nature will be reviewed annually at a minimum.

The related party transactions listed below were reviewed by the full board of directors.

Prior to August 2005, we did not have independent directors on our board to review and approve related party transactions.

The Governance

Committee shall review future related party transactions.

following includes a summary of transactions since the beginning of fiscal 2021 or any currently proposed transaction, in which

we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average

of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct

or indirect material interest (other than compensation described under “Executive Compensation”).

We believe the terms

obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable

to or better than terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of

our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect

material interest (other than compensation described under “Executive Compensation”).

We believe the terms obtained or consideration

that we paid or received, as applicable, in connection with the transactions described below were comparable to or better than terms

available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

with California Custom Beverage, LLC (“CCB”)

December 31, 2018, after completion of bidding process, Reed’s sold its beverage manufacturing equipment and private label

beverage business for a purchase price of $1.25 million pursuant to an asset purchase agreement of the same date with California

Custom Beverage, LLC (“CCB”), an entity owned by Christopher J.

Reed, founder, Chief Innovation Officer and director

Reed obtained debt financing from a commercial bank, PMC Financial Services, LLC, in the amount of $1,050,000.

In addition, in support of the transaction, a group of current Reed’s stockholders, including Chairman John J.

certain institutional investors, purchased 350,000 shares of common stock of REED from Christopher J.

Reed at $2.00 per share,

in a private transaction exempt from the registration requirements of the Securities Act of 1933.

The pricing was based on the

higher of $2.00 per share or a 10% discount to the 5-day volume weighted average price ending December 28, 2018.

part of the transaction, CCB assumed the monthly payments on our lease obligation for the Los Angeles manufacturing plant.

release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1.2 million of security with the

part of the sale of our beverage manufacturing equipment and private label business to California Custom Beverage, LLC (“CCB”),

and entity owned by Christopher J.

Reed, our founder and former Chairman, director and most recently, Chief Innovation Officer, CCB assumed

the monthly payments on our lease obligation for the Los Angeles manufacturing plant.

Our release from the obligation by the lessor,

however, was dependent upon CCB’s deposit of $1.2 million of security with the lessor.

The deposit is secured by Mr.

Reed’s pledge of common stock to the lessor and guaranteed personally by Mr.

and his wife.

As of December 31, 2020, $800 has been deposited with the lessor and Mr.

Reed has placed approximately 363,000 pledged

shares valued at $338 that remain pledged in in escrow in favor of lessor.

plant equipment was sold to CCB on an “as-is, where is” basis.

In addition, the parties entered into a 3-year co-packing

contract for the production of Reed’s beverages in glass bottles at prevailing West Coast market rates.

Certain transitional

services were provided by Reed’s to CCB for 30 days.

The transaction documents also contain customary protections for intellectual

property, indemnification and non-competition provisions.

in 2019, we began receiving a 5% royalty on CCB’s private label sales to existing customers for three years and a 5% referral

fee on CCB’s private label sales to referred customers for three years.

pledge of common stock to the lessor and guaranteed personally by Mr.

Reed and his wife.

As of December 31, 2021, $800 has been deposited

with the lessor and Mr.

Reed has placed approximately 363,000 pledged shares valued at $131 that remain pledged in in escrow in favor

addition, we also entered into a 3-year co-packing contract for the production of Reed’s beverages in glass bottles at prevailing

West Coast market rates.

We are in the process of extending this agreement through the end of the year.

for a period of three years terminating December 31, 2021, we received a 5% royalty on CCB’s private label sales to

existing customers and a 5% referral fee on CCB’s private label sales to referred customers.

During the year ended December 31,

2021 and 2020, the Company recorded royalty revenue from CCB of $72 and $98, respectively.

December 31, 2020, the Company had an aggregate receivable balance from CCB of $682.

During the year ended December 31, 2021, the Company

recorded royalty revenue from CCB of $98.

During the year ended December 31, 2019, the Company recorded royalty revenue from CCB

December 31, 2019, the Company had royalty revenue receivable from CCB of $128.

In addition, at December 31, 2019, the Company

has outstanding receivable from CCB of $228 consisting of inventory advances to CCB.

The aggregate receivable from CCB at December

31, 2019 was $356.

During the year ended December 31, 2020, the Company recorded royalty revenue receivable of $98, advanced inventory

and equipment of $381, and reduced CCB receivable by $153 and reducing CCB payable of $153, leaving an aggregate receivable balance

of $682 at December 31, 2020.

recorded royalty revenue receivable of $72, and advanced expenses of $179, leaving an aggregate receivable balance of $933 at December

December 31, 2021, and December 31, 2020, the Company had accounts payable due to CCB of $614 and $856, respectively.

of Secured Convertible Subordinated Non-redeemable Note with Raptor/ Harbor Reeds SPV, LLC

December 11, 2020, we entered into a Satisfaction, Settlement and Release Agreement (“Satisfaction Agreement”) with

Raptor/ Harbor Reeds SPV, LLC (“Raptor”) satisfying all of our obligations to Raptor as our junior secured lender.

Raptor is a related party.

Doherty III, a former director of Reed’s, is a principal and member of Raptor.

transaction was completed on December 15, 2020.

to this transaction, our obligation under that certain Senior Secured Amended and Restated Subordinated Convertible Non-Redeemable

Secured Note (“Subordinated Note”) dated October 4, 2018 in favor of Raptor, including accrued and unpaid interest

through maturity on April 21, 2021, was approximately $5.5 million.

full satisfaction of the Subordinated Note, including release of collateral, and termination of related junior lender documentation,

we (a) paid Raptor $4,250,000 in cash, (b) issued to Raptor a 5-year warrant to purchase 1,000,000 shares of common stock, $0.0001

par value, of Reed’s (“Common Stock”) with an exercise price of $0.644 (“Satisfaction Warrant”),

and (c) issued to Raptor 1,339,286 shares of Common Stock upon conversion of $750,000.00 of the Subordinated Note at the reduced

per share conversion price of $0.56.

Satisfaction Agreement includes a mutual release of liability.

The Satisfaction Warrant contains customary protection for stock

splits, dividends and reclassifications and provides certain rights in the event of a “Fundamental Transaction” as

therein defined.

Pursuant to a Registration Rights Agreement (“RRA”) dated December 11, 2020, the company also agreed

to file a registration statement registering shares of Common Stock underlying the warrant for resale, provided however, sales

under the registration statement may not commence until the 6th trading day after Reed’s files its Annual Report on Form

10-K for the period ending December 31, 2020 with the Securities Exchange Commission.

senior lender, Rosenthal & Rosenthal Inc.

(“Rosenthal”), a New York corporation consented to the settlement transaction

subject to pay-down by Reed’s of senior credit line obligation to zero, in compliance with terms of existing financing documents,

release of collateral securing the Subordinated Note and other customary requirements.

to Financing Agreement

March 11, 2021, we entered into an amendment (“Amendment”) to that certain Financing Agreement dated October 4, 2018,

as amended or supplemented with our senior secured lender, Rosenthal & Rosenthal, Inc.

(“Rosenthal”) releasing

that irrevocable standby letter of credit by Daniel J.

Support Received from John J.

March 11, 2021, we entered into an amendment to that certain Financing Agreement dated October 4, 2018, as amended or supplemented with

our senior secured lender, Rosenthal & Rosenthal, Inc.

(“Rosenthal”) releasing and replacing that irrevocable

standby letter of credit by Daniel J.

Doherty, III and Daniel J.

Doherty, III 2002 Family Trust in the amount

of $1.5 million (“LC”), which served as financial collateral for certain obligations of Reed’s under the Rosenthal

credit facility, with a two million dollar ($2,000,000) pledge of securities to Rosenthal by John J.

Doherty, III 2002 Family Trust in the amount of $1.5 million, which

served as financial collateral for certain obligations of Reed’s under the Rosenthal credit facility, with a two million dollar

($2,000,000) pledge of securities to Rosenthal by John J.

Bello and Nancy E.

as Co-Trustees of THE JOHN AND NANCY BELLO REVOCABLE LIVING TRUST, under trust agreement dated December 3, 2012, evidenced by

that certain Pledge Agreement to Rosenthal, and as to which Rosenthal has a first and only perfected security interest by the

Securities Account Control Agreement held by securities broker (“Bello Pledge”).

Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party.

He is also a greater

than 5% beneficial owner of Reed’s common stock.

As consideration for the collateral support, Mr.

Bello received 400,000

shares of Reed’s restricted stock.

Martin, daughter of a director of the Company, was employed as Vice President of Marketing during the years ended December 31,

2020 and 2019.

Martin was paid approximately $215 and $161, respectively, for her services during the years ended December

31, 2020 and 2019, respectively.

Director Independence

As of the date of this Annual Report, our

board has seven directors and the following four standing committees:

an Audit Committee, a Compensation Committee, a Governance

Committee and an Operations Committee.

The board, upon recommendation from the Compensation Committee, determined through 2020,

each of John J.

Bello, Lewis Jaffe, James C.

Bass, Scott R.

Grossman and Louis Imbrogno is an “independent director”

as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of board members

is re-evaluated by the board annually.

The board determined affirmatively that John J.

Bello’s service as Interim Chief

Executive Officer and the compensation received for such service would not interfere with his ability to exercise independent

judgment as a director.

Subsequently, in March of 2021, the board, upon recommendation from the Compensation Committee, determined

Bello is no longer an “independent director” due to collateral support he now provides on behalf of the

Company to the Company’s senior secured lender, Rosenthal & Rosenthal, Inc.

We intend to maintain at least a majority

of independent directors on our board in the future.

Bello, as Co-Trustees of THE JOHN AND NANCY BELLO REVOCABLE

LIVING TRUST, under trust agreement dated December 3, 2012 (the “Bello Trust”), evidenced by that certain Pledge Agreement

to Rosenthal, and as to which Rosenthal has a first and only perfected security interest by the Securities Account Control Agreement

held by securities broker).

November 24, 2021, the Bello trust provided additional collateral support securing a $2,500,000 over-advance under the Financing

Agreement, and John J.

Bello also provided a personal guarantee.

The additional collateral was released on March

17, 2022 along with the personal guarantee.

The initial pledged collateral was released March 30, 2022 with the pay-off of the Rosenthal facility.

Bello is the current

Chairman, significant stockholder and former Interim Chief Executive Officer of Reed’s.

As consideration for the collateral support,

Bello received 400,000 shares of Reed’s restricted stock and a warrant to purchase up to 1,500,000 shares of common stock at

an exercise price of $0.46 per share.

Zaltzman and Union Square Entities.

March 21, 2022, the Board of Directors of Reed’s, Inc., a Delaware corporation (“Reed’s), upon recommendation from

its governance committee, expanded the board from six to seven members and appointed Leon M.

Zaltzman (“Mr.

Zaltzman”) to

serve as director.

Zaltzman is the founder and managing member of Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered

Investment Adviser firm and is also the managing member of Union Square Park GP (“USPGP”).

USPCM and USPGP serve as the investment

manager and general partner to Union Square Park Partners, LP (“USPP Fund”), respectively.

Foregoing entities hereinafter

collectively referred to as the “Union Square Entities”.

Fund participated in Reed’s recent private placement (the “private placement”) of common stock, $0.0001 par value

(“common stock”), and warrants, which closed on March 11, 2022, in the aggregate principal amount of $3,000,000.

10,714,286 shares of common stock and warrants to purchase 5,357,143 shares of common stock in the private placement.

Prior to the private

placement, Mr.

Zaltzman and the Union Square Entities beneficially owned approximately 7.79% of Reed’s common stock.

private placement, Mr.

Zaltzman and the Union Square Entities beneficially owned approximately 14.6% of Reed’s common stock.

common stock and shares of common stock underlying the warrants have the same registration rights granted to all investors in the private

issued to USPP Fund are not exercisable until September 27, 2022 and carry a 19.99% beneficial ownership blocker.

In conjunction

with the private placement and USPP Fund’s role as lead investor, Reed’s and USPCM had an oral understanding pursuant to

which Reed’s agreed to support the nomination of USPCM’s nominee, Leon M.

Zaltzman, to the Reed’s board, upon

qualification and recommendation from Reed’s governance committee.

Except as set forth above, USPP Fund invested in the

private placement pursuant to the same terms and conditions of the other purchasers in the private placement.

Martin, daughter of a director of the Company, was employed as Vice President of Marketing during the years ended December 31, 2021 and

Martin was paid approximately $233 and $215, respectively, for her services during the years ended December 31, 2021 and 2020,

respectively.

of the date of this Annual Report, our board has seven directors and the following four standing committees:

an Audit Committee, a

Compensation Committee, a Governance Committee and an Operations Committee.

The board, upon recommendation from the Compensation

Committee, determined each of Lewis Jaffe, James C.

Bass, Rhonda Kallman and Louis Imbrogno is an “independent

director” as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of

board members is re-evaluated by the board annually.

We intend to maintain at least a majority of independent directors on our board

in the future.

Principal Accounting Fees and Services

1 unchanged sentence

(“Weinberg”) was our independent registered public accounting firm for the years ended December 31, 2021

following table shows the fees paid or accrued by us for the audit and other services provided by Weinberg for the years ended December

31, 2021 and 2020:

following table shows the fees paid or accrued by us for the audit and other services provided by Weinberg for the years ended

December 31, 2020 and 2019:

Audit-Related

defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the

audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are

normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years;

(ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably

related to the performance of the audit or review of our financial statements and are not reported under “audit fees;”

(iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice,

and tax planning;

and (iv) “all other fees” are fees for products and services provided by our principal accountant,

other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

provided services for the audits of our financial statements included in Annual Reports on Form 10-K and limited reviews of the

financial statements included in Quarterly Reports on Form 10-Q.

Audit-Related Fees

All Other Fees

defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit

of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years;

(ii) “audit-related

fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of

the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are

fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning;

and (iv) “all

other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit

fees,” “audit-related fees,” and “tax fees.”

provided services for the audits of our financial statements included in Annual Reports on Form 10-K and limited reviews of the financial

statements included in Quarterly Reports on Form 10-Q.

did not provide any professional services which would be considered “audit related fees.”

2 unchanged sentences

Committee Pre-Approval Policies and Procedures

the SEC’s rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent

registered public accounting firm in order to ensure that they do not impair the auditors’ independence.

rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the

Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.

with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services

and permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries.

The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that

member must be presented to the full Audit Committee at its next scheduled meeting.

Accordingly, 100% of audit services and non-audit

services described in this Item 14 were pre-approved by the Audit Committee.

were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for

the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time,

permanent employees.

the SEC’s rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered

public accounting firm in order to ensure that they do not impair the auditors’ independence.

The SEC’s rules specify the

types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s

responsibility for administration of the engagement of the independent registered public accounting firm.

with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and

permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries.

Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be

presented to the full Audit Committee at its next scheduled meeting.

Accordingly, 100% of audit services and non-audit services described

in this Item 14 were pre-approved by the Audit Committee.

were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most

recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent

Exhibits and Financial Statements

2 unchanged sentences

Financial Statement Schedules

other financial statement schedules have been omitted because they are either not applicable or the required information is shown

in the financial statements or notes thereto.

other financial statement schedules have been omitted because they are either not applicable or the required information is shown in

the financial statements or notes thereto.

the Exhibit Index, which follows the signature page of this Annual Report on Form 10-K, which is incorporated herein by reference.

5 unchanged sentences

thereunto duly authorized.

March 30, 2021

April 15, 2022

Delaware corporation

Executive Officer

accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Executive Officer,

2 unchanged sentences

Financial Officer)

Christopher J.

Innovation Officer, Director

Leon Michael Zaltzman

Michael Zaltzman

Rhonda Kallman

Louis Imbrogno, Jr.

Imbrogno, Jr.

Certificate of Incorporation of Reed’s Inc., as amended

Amended and Restated Bylaws of Reed’s, Inc.

Form of common stock certificate

Form of series A preferred stock certificate

Form of common stock purchase warrant issued to investors on June 2, 2016

Form of common stock purchase warrant issued to Maxim Group LLC on June 2, 2016

Form of common stock purchase warrant issued to PMC Financial Services Group, LLC on November 9, 2015

Form of 2017-1 common stock purchase warrant

Form of 2017-2 common stock purchase warrant

Form of 2017-3 common stock purchase warrant

Form of 2017-4 common stock purchase warrant

of Incorporation of Reed’s, Inc., as amended

and Restated Bylaws of Reed’s, Inc.

of common stock certificate

of series A preferred stock certificate

of common stock purchase warrant issued to investors on June 2, 2016

of common stock purchase warrant issued to Maxim Group LLC on June 2, 2016

of common stock purchase warrant issued to PMC Financial Services Group, LLC on November 9, 2015

of 2017-1 common stock purchase warrant

of 2017-2 common stock purchase warrant

of 2017-3 common stock purchase warrant

of 2017-4 common stock purchase warrant

Form of common stock purchase Warrant issued to Raptor/ Harbor Reed’s SPV on December 11, 2020

Description of registrant’s common stock

Form of Warrant (Union Square Park Partners, LP)

Form of Warrant 2022 PIPE

of registrant’s common stock

Satisfaction Settlement and Release Agreement by and between Reed’s, Inc.

and Raptor/ Harbor Reeds SPV, dated December 11, 2020

Rights Agreement by and between Reed’s, Inc.

and Raptor/ Harbor Reeds SPV, dated December 11, 2020

dated March 11, 2021 to Financing Agreement dated October 4, 2018 by and between Reed’s Inc.

and Rosenthal & Rosenthal,

Registration Rights Agreement by and between Reed’s, Inc.

and purchasers signatory thereto dated May 26, 2016

Form of Registration Rights Agreement by and between Reed’s Inc.

and Raptor/ Harbor Reeds SPV, dated December 11, 2020

Amendment dated March 11, 2021 to Financing Agreement dated October 4, 2018 by and between Reed’s, Inc, and Rosenthal & Rosenthal, Inc.

Rights Agreement by and between Reed’s, Inc., and purchasers signatory thereto dated May 26, 2016

of Registration Rights Agreement by and between Reed’s, Inc.

and Raptor/Harbor Reeds SPV LLC dated April 21, 2017

3 unchanged sentences

and Rosenthal & Rosenthal, Inc .

Inventory Security Agreement by and between Reed’s Inc.

Security Agreement by and between Reed’s, Inc.

and Rosenthal & Rosenthal Inc.

dated October 4, 2018

Intellectual Property Security Agreement by and between Reed’s, Inc.

Property Security Agreement by and between Reed’s, Inc.

and Rosenthal & Rosenthal Inc.

dated October 4, 2018

Security Interest (short form) by Reed’s, Inc.

Interest (short form) by Reed’s, Inc.

in favor of Rosenthal & Rosenthal Inc.

2 unchanged sentences

and Raptor/Harbor Reeds SPV LLC dated October 4, 2018

Sublease Agreement by and between Reed’s, Inc., Merritt 7 Venture L.L.C., and GE Capital US Holdings, Inc., dated September 1, 2018

Asset Purchase Agreement by and between Reed’s, Inc.

and California Custom Beverage LLC dated December 31, 2018

Assignment and Assumption of Lease and Consent of Lessor by and between Reed’s, Inc.

and California Custom Beverage LLC dated December 31, 2018

Transition Services Agreement by and between Reed’s, Inc.

Agreement by and between Reed’s, Inc., Merritt 7 Venture L.L.C., and GE Capital US Holdings, Inc., dated September 1, 2018

Purchase Agreement by and between Reed’s, Inc.

and California Custom Beverage LLC dated December 31, 2018

Referral Agreement by and between Reed’s Inc.

and Assumption of Lease and Consent of Lessor by and between Reed’s, Inc.

and California Custom Beverage LLC dated December

Form of Indemnification Agreement by and between Reed’s, Inc.

of Indemnification Agreement by and between Reed’s, Inc.

and officers and directors

Executive Employment Agreement by and between Reed’s Inc.

Employment Agreement by and between Reed’s, Inc.

and Thomas J.

Spisak dated December 2, 2019

Form of Non-Employee Director Nonstatutory Stock Option Agreement

Form of Executive Incentive Stock Option Agreement

Amended and Restated Employment Agreement by and between Reed’s Inc.

of Non-Employee Director Nonstatutory Stock Option Agreement

of Executive Incentive Stock Option Agreement

and Restated Employment Agreement by and between Reed’s, Inc.

and Norman E.

dated June 24, 2020

Form of Reed’s, Inc.

of Reed’s, Inc.

Promissory Note, in the principal amount of $769,816 in favor of City National Bank, dated April 20, 2020.

Manufacturing and Distribution Agreement by and between Reed’s, Inc.

and B C Marketing Concepts Inc., dba Full Sail Brewing Company dated October 11, 2019

Recipe Development Agreement Reed’s, Inc.

Manufacturing

and Distribution Agreement by and between Reed’s, Inc.

and B C Marketing Concepts Inc., dba Full Sail Brewing Company dated

October 11, 2019

Development Agreement Reed’s, Inc.

and B C Marketing Concepts Inc., dba Full Sail Brewing Company dated October 11, 2019

Financing Agreement by and between Reed’s Inc.

Agreement by and between Reed’s, Inc.

and Rosenthal & Rosenthal Inc.

dated October 4, 2018

Code of Ethics

Subsidiaries of Reed’s, Inc.

Form of Securities Purchase Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022

Form of Registration Rights Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022

Amendment dated December 23, 2020 to Financing Agreement dated October 4,

2018 between Reed’s, Inc.

and Rosenthal & Rosenthal, Inc.

Rosenthal & Rosenthal, Inc.

Partial Release of Pledge Agreement dated

March 17, 2022

Ledgered ABL Agreement by and between Reed’s, Inc.

and Alterna Capital

Solutions, LLC dated March 28, 2022

of Reed’s, Inc.

Affiliate Guarantor

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures