[FORMOF SUBSCRIPTION RIGHTS CERTIFICATE TO PURCHASERIGHTS FOR COMMON STOCK]

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of common stock, with a par value of $0.0001 per share (“Common Stock”), of Reed’s, Inc., a Delaware corporation at a subscription price of $[        ] per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus. Holders who fully exercise their Basic Subscription Right are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of any unexercised Basic Subscription Right pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Right”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock.

To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable.

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

I apply for              shares x $ [            ]        = $            

  (no. of new shares)    (subscription price)    (amount enclosed)

(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares in an amount equal to up to 400% of the shares of Common Stock for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Right:

I apply for             shares x $ [            ]        = $            

  (no. of new shares)    (subscription price)    (amount enclosed)

(c) Total Amount of Payment Enclosed = $            

METHOD OF PAYMENT (CHECK ONE)

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Check or bank draft drawn on a U.S. bank, or postal telegraphic or express.

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Money order payable to “                                                         , as Subscription Agent.” Funds paid by an uncertified check may take at least five business days to clear.

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Wire transfer of immediately available funds directly to the account maintained by                                      Continental Stock Transfer & Trust Company, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at [            Bank], [Address], ABA #[            ], Account # [            ] [                ] FBO Reed’s, Inc.], with reference to the rights holder’s name.

If you wish for the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.