EXECUTION
VERSION


 


Security
Interest


 


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


 


WHEREAS,
the Company is obligated to Rosenthal & Rosenthal, Inc. (the “Lender”) located at 1370 Broadway, New York, New
York 10018, pursuant to a Financing Agreement dated October 4, 2018, as amended and/or supplemented (the “Financing Agreement”);
and


 


WHEREAS,
the Company is seeking to increase its credit extension pursuant to the Financing Agreement, and the Company is now granting to
the Lender a security interest in the Marks, together with the good will of the business symbolized by the Marks;


 


NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Company does hereby grant to the
Lender a security interest in and to the Marks, together with the good will of the business symbolized by the Marks, which security
interest shall secure all the Obligations as defined in the Financing Agreement and in accordance with the terms and provisions
thereof.


 


The
Company expressly acknowledges and affirms that the rights and remedies of the Lender with respect to the security interest granted
hereby are more fully set forth in the Financing Agreement.


 


	Dated:
    October 4, 2018	REED’S INC.
	 	 	 
	 	By:	/s/
    Valentin Stalowir
	 	Name:	Valentin
    Stalowir
	 	Title:	Chief
    Executive Officer


 


[notary
page to follow]


 




    	 	 	 



    	 



    

 


	STATE
    OF	)	 
	 	ss:	 
	COUNTY
    OF	)	 


 


On
the ____ day of ___________, in the year 2018, before me, the undersigned, personally appeared Valentin Stalowir personally known
to me or proved to me on the basis of satisfactory evidence to the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 


______________________________________


(Signature
and Office of Individual taking acknowledgment)


 


[NOTARY
STAMP]


 


 


 


STATE
OF New York)


ss:


COUNTY
OF New York)


 


On
the ____ day of ___________, in the year ____________, before me, the undersigned, personally appeared _________________________
personally known to me or proved to me on the basis of satisfactory evidence to the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument.


 


_______________________________________


(Signature
and Office of Individual taking acknowledgment)


 


[NOTARY
STAMP]


 




    	 IP Short Form, pg. 2	 	 



    	 



    

 


SCHEDULE
A


 


(Trademarks
and Domain Names in the United States)


 


	 	Trademark	 	Serial/Reg.
    No.	 	Filing
    Date
	 	REED’S
    ORIGINAL GINGER BREW ALL-NATURAL JAMAICAN STYLE GINGER ALE	 	86035664/4513979	 	August
    12, 2013
	 	VIRGIL’S	 	78867175/3213043	 	April
    21, 2006
	 	DR.
    BETTER	 	85892888/4432318	 	April
    2, 2013
	 	BELIEVE
    THE UNBELIEVABLE!	 	87836349	 	March
    15, 2018
	 	REED’S	 	87721630	 	December
    14, 2017


 


Domain
Names


 











    	 IP Short Form, pg. 3