Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of December 11, 2020, between
Reeds, Inc., a Delaware corporation (the “Company”) and the purchaser signatory hereto (the “Purchaser”).


 


This
Agreement is made pursuant to the Satisfaction, Settlement and Release of Claims, dated
as of the date hereof, between the Company and the Purchaser (the “Settlement Agreement”).


 


The
Company and Purchaser hereby agree as follows:


 


		1.	Definitions



 


Capitalized
terms used and not otherwise defined herein that are defined in the Settlement Agreement shall have the meanings given such terms
in the Settlement Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th
calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 120th
calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant
to Section 2(c) or Section 3(c), the 60th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar
day following the date such additional Registration Statement is required to be filed hereunder); provided, however,
that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be
reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall
be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required
above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall
be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a). “Event” shall have the meaning set forth
in Section 2(d).


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day
following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 




    	 



    	 



    

 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c)


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all Warrant Shares then issued or issuable upon exercise of
the Warrant (assuming on such date the Warrant is exercised in full without regard to any exercise limitations therein) and (c)
any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) upon the earlier of (i) the fifth anniversary of the date hereof or such time that (i) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective
by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with
such effective Registration Statement, (iii) such Registrable Securities have been previously sold in accordance with Rule 144,
or (iv) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer
Agent and the Holder (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which,
or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company),
as reasonably determined by the Company, upon the advice of counsel to the Company and all stock transfer restrictions and restrictive
legends applicable thereto shall have been removed..


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 




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“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


		2.	Shelf
                                         Registration



 


a.
On or prior to each Filing Date, the Company shall prepare and
file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered
on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration
Statement filed hereunder shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate
form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain substantially the “Plan of
Distribution” attached hereto as Annex A ; provided, however, that no Holder shall be required
to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of
this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including,
without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing
thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration
Statement continuously effective under the Securities Act until the earliest of (i) the fifth anniversary of the Closing Date
or (ii) until all Registrable Securities covered by such Registration Statement have been sold, thereunder or pursuant to Rule
144, or (iii) until all Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall
telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall
promptly notify the Purchaser via facsimile or by e-mail of the effectiveness of a Registration Statement. The Company shall,
by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus
with the Commission as required by Rule 424.


 




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b.
Notwithstanding the registration obligations set forth in Section
2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule
415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform
each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement
as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission,
on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering and subject
to the provisions of Section 2(d) with respect to the payment of liquidated damages; and provided that the Company shall
be obligated to use its best efforts to advocate with the Commission for the registration of all of the Registrable Securities.


 


c.
Notwithstanding any other provision of this Agreement and subject
to the payment of liquidated damages pursuant to Section 2(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced as follows:


 


		i.	First,
                                         the Company shall reduce or eliminate any securities to be included by any Person other
                                         than a Holder; and



 


		ii.	Second,
                                         the Company shall reduce Registrable Securities (applied, in the case that some Registrable
                                         Securities may be registered, to the Holders on a pro rata basis based on the total number
                                         of unregistered Registrable Shares held by such Holders).



 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along
with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement
in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by
Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as amended. Notwithstanding anything to the
contrary contained herein, no liquidated damages are payable to Holders in the event of a cutback by the SEC, as described in
this Section 2(e).


 




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d.
If: (i) the Initial Registration Statement is not filed on or
prior to its Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement
in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will
not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration
Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission
in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission
that such amendment is required in order for such Registration Statement to be declared effective, (iv) a Registration Statement
registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date
of the Initial Registration Statement, (v) the Company fails to file a final Prospectus with the Commission or (vi) after the
effective date of a Registration Statement, such Registration statement ceases for
any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement or the Holders
are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive
Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive) during any 12-month period
(any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv) and (v),
the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded,
and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, as applicable, is exceeded and for
purposes of clause (vi), the date which such ten or fifteen days, as applicable, is exceeded, being referred to as “Event
Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event
Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as
a penalty, equal to $8,000. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement
shall be $80,000. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion
of a month prior to the cure of an Event.


 


e.
If Form S-3 is not available for the registration of the resale
of Registrable Securities hereunder, the Company shall (subject to the payment of liquidated damages pursuant to Section 2(d))
(i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of
the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities
has been declared effective by the Commission.


 


f.
Notwithstanding anything to the contrary contained herein, in
no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written
consent of such Holder.


 


		3.	Registration
                                         Procedures



 


In
connection with the Company’s registration obligations hereunder, the Company shall: Not less than five (5) Trading Days
prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus
or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein
by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents
(other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, (ii)
cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the
meaning of the Securities Act and (iii) deliver to such each Holder an Accountant’s cold comfort letter and opinion of counsel
to the Company in a form customary for underwritten registrations.


 




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a.
Notwithstanding the above, the Company shall not be obligated
to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those
required hereunder, or any Prospectus prepared thereto. The Company shall not file a Registration Statement or any such Prospectus
or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object
in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the
Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished
copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed
questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
within five Trading Days after the Closing Date.


 


b.
(i) Prepare and file with the Commission such amendments, including
post- effective amendments, to a Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects with the applicable
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by
a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented.


 


c.
If during the Effectiveness Period, the number of Registrable
Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then
the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration
Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 




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d.
Notify the Holders of Registrable Securities to be sold (which
notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than
one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one
(1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration
Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of
such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect
to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or
for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein
or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents
so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may be material and that, in the determination of
the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus,
provided, however, in no event shall any such notice contain any information which would constitute material, non-public
information regarding the Company or any of its Subsidiaries.


 


e.
Use its best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension
of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the
earliest practicable moment.


 


f.
Furnish to each Holder, without charge, at least one conformed
copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the
extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing
of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or successor thereto)
need not be furnished in physical form.


 


g.
Subject to the terms of this Agreement, the Company hereby consents
to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving
of any notice pursuant to Section 3(d).


 


h.
Should the Company’s common stock cease to be listed on
a national securities exchange, prior to any resale of Registrable Securities by
a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with
the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the
resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably
requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 




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i.
If requested by a Holder, cooperate with such Holder to facilitate
the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant
to a Registration Statement, which certificates shall be free, to the extent permitted by the Settlement Agreement, of all restrictive
legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder
may request.


 


j.
Upon the occurrence of any event contemplated by Section 3(d),
as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any
adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment,
including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the
use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under
this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, for a period not to exceed 60 calendar
days (which need not be consecutive days) in any 12-month period.


 


k.
Comply with all applicable rules and regulations of the Commission.




 


l.
The Company shall use its best efforts to maintain eligibility
for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.


 


m.
The Company may require each selling Holder to furnish to the
Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by
the Commission, the natural persons thereof that have voting and dispositive control over the shares and the status of Holder
as, or affiliation of Holder with, a broker-dealer. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of the Registrable Securities because any Holder fails to furnish such information within three
Trading Days of the Company’s request, any liquidated damages that are accruing shall be tolled and any Event that may otherwise
occur because of such delay shall be suspended until such reasonable time required after such information is delivered to Company.


 




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4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect
to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common
Stock is then listed for trading and (C) should the Company’s common stock cease to be listed on a national securities exchange,
in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities) , (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of any Holder. The Company shall pay Holder’s legal fees in an amount not to exceed $50,000 in connection with
the registration contemplated hereunder.


 


		5.	Indemnification



 


a.
Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents,
brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform
under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent
role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of
a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading, (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved the first and second paragraphs
of Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice
the misstatement or omission giving rise to such Loss would have been corrected or (3) any breach or violation of this Agreement
by the Company. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising
from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive
the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).


 




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b.
Indemnification by Holders. Each Holder shall, severally
and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses,
as incurred, to the extent arising out of or based solely upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such
untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for
inclusion in such Registration Statement or such Prospectus or (ii) to the extent,
but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved the first and second paragraphs of Annex A hereto for this purpose), such Prospectus or in any amendment
or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the
extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for
use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the
extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.
In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


c.
Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense
thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of
its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall
have materially and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2)
the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including
any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification
hereunder.


 




    	 	 	10



    	 	 	 



    

 


d.
Contribution. If the indemnification under Section 5(a)
or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each
Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this
Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which
the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


		6.	Miscellaneous



 


a.
Remedies. In the event of a breach by the Company or by
the Holder of any of their respective obligations under this Agreement, the Holder or the Company, as the case may be, in addition
to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled
to specific performance of its rights under this Agreement. Each of the Company and Holder agrees that monetary damages would
not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert
or shall waive the defense that a remedy at law would be adequate.


 


b.
Prohibition on Filing Other Registration Statements; Restriction
on Sales under Registration Statement. The Company shall not file any other registration statements until all Registrable
Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this
Section 6(a) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this
Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by
the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior
to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities and (iii)
shall not prohibit the Company from filing a registration statement on Form S-8. Notwithstanding anything to the contrary contained
in this Agreement, Holder agrees that no sales will be made pursuant to the Registration Statement prior to the sixth (6th)
business day after the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2020 has been filed
with the SEC.


 




    	 	 	11



    	 	 	 



    

 


c.
Compliance. Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available)
in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


d.
Discontinued Disposition. By its acquisition of Registrable
Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described
in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration
Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus
(as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which
the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions
of Section 2(d).


 


e.
Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of
a majority of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities
issuable upon exercise or conversion of any Security). If a Registration Statement
does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each
Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders
may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent
to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties
to this Agreement.


 


f.
Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Settlement Agreement.


 




    	 	 	12



    	 	 	 



    

 


g.
Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without
the prior written consent of at least a majority of the Holders of the then outstanding Registrable Securities. Purchaser may
assign any or all of its rights under this Agreement to any controlled Affiliate, provided that such transferee agrees in writing
to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”


 


h.
No Inconsistent Agreements. Neither the Company nor any
of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date
of this Agreement, enter into any agreement with respect to its securities, that
would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any Person that have not been satisfied in full.


 


i.
Execution and Counterparts. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


j.
Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Settlement
Agreement.


 


k.
Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any other remedies provided by law.


 


l.
Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


m.
Headings. The headings in this Agreement are for convenience
only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


n.
Independent Nature of Holders’ Obligations and Rights.
The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no
Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto,
shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity,
or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not
acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation
the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained
was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of
the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each
provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.


 


(Signature
Pages Follow)


 




    	 	 	13



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	REEDS, INC.
	 	 	 
	 	By:	/s/ Norman E. Snyder, Jr.
	 	 	Norman E. Snyder, Jr.
	 	 	Chief Executive Officer
	 	 	 
	 	 	December 11, 2020


 


[SIGNATURE
PAGE OF PURCHASER FOLLOWS]


 




    	 	 	14



    	 	 	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO REEDS, INC. REGISTRATION RIGHTS AGREEMENT]


 


	Name of Holder:	RAPTOR/HARBOR
    REEDS SPV LLC	 


 


	Signature of Authorized
    Signatory of Holder:	 	 
	 	 	 
	Name of Authorized Signatory:	ROBERT NEEDHAM	 
	 	 	 
	Title of Authorized Signatory:	CHIEF
    FINANCIAL OFFICER	 


 


[SIGNATURE
PAGES CONTINUE]


 




    	 	 	15



    	 	 	 



    

 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market
or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		[  ]	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
		[  ]	block
                                         trades in which the broker-dealer will attempt to sell the securities as agent but may
                                         position and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
	 	[  ]	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	[  ]	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	[  ]	privately
    negotiated transactions;
	 	 	 
	 	[  ]	settlement
    of short sales;
	 	 	 
		[  ]	in
                                         transactions through broker-dealers that agree with the Selling Stockholders to sell
                                         a specified number of such securities at a stipulated price per security;
	 	 	 
		[  ]	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;
	 	 	 
	 	[  ]	a
    combination of any such methods of sale; or
	 	 	 
	 	[  ]	any
    other method permitted pursuant to applicable law.




 


The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.


 




    	 	 	16



    	 	 	 



    

 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The
Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale securities by the Selling Stockholders.


 


We
agreed to keep this prospectus effective until the earliest of (ii) the fifth anniversary of the Closing Date, (ii) the date on
which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale
limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information
under Rule 144 under the Securities Act or any other rule of similar effect or (iii) all of the securities have been sold pursuant
to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold
only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain
states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).


 




    	 	 	17



    	 	 	 



    

 


Annex
B


 


REEDS,
INC.


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of Reeds, Inc., a Delaware corporation
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for
the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


	(a) Full Legal Name
    of Selling Stockholder
	 
	(b)
    Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:


 




    	 	 	18



    	 	 	 



    

 


	(c)
    Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has
    power to vote or dispose of the securities covered by this Questionnaire):


 


		2.	Address
                                         for Notices to Selling Stockholder:



 


Telephone:


 


Fax:


 


Contact
Person:


 


		3.	Broker-Dealer
                                         Status:



 


		(a)	Are
                                         you a broker-dealer



 


Yes
[  ]             No [  ]


 


		(b)	If
                                         “yes” to Section 3(a), did you receive your Registrable Securities as compensation
                                         for investment banking services to the Company?



 


Yes
[  ]             No [  ]


 


	 	Note:	If
    “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.




 


		(c)	Are
                                         you an affiliate of a broker-dealer?



 


Yes
[  ]             No [  ]


 


		(d)	If
                                         you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable
                                         Securities in the ordinary course of business, and at the time of the purchase of the
                                         Registrable Securities to be resold, you had no agreements or understandings, directly
                                         or indirectly, with any person to distribute the Registrable Securities?



 


Yes
[  ]             No [  ]


 


	 	Note:	If
    “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.




 




    	 	 	19



    	 	 	 



    

 


 


		4.	Beneficial
                                         Ownership of Securities of the Company Owned by the Selling Stockholder.



 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Settlement Agreement.


 


		(a)	Type
                                         and Amount of other securities beneficially owned by the Selling Stockholder:



 


		5.	Address
                                         for Notices to Selling Stockholder:



 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Date:	 	 	Beneficial	 
	 	 	 	Owner:	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO:


 


Libertas
Law Group, Inc.


 


Attention:
Ruba Qashu


 


225
Santa Monica Boulevard, 5th Floor


 


Santa
Monica, CA 90401


 


Fax:
(310) 356-1922


 


Email:
ruba@libertaslaw.com


 




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