Exhibit
10.3


 


ROSENTHAL
& ROSENTHAL, INC. 


1370
Broadway


New
York, NY 10018


 


March
11, 2021


 


Reed’s
Inc.


201
Merritt 7 Corporate Park


Norwalk,
CT 06851


 


Ladies
and Gentlemen:


 


Reference
is made to the Financing Agreement entered into between us dated October 4, 2018, as amended and/or supplemented (the “Financing
Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Financing
Agreement.


 


This
agreement (“Agreement”) hereby amends the Financing Agreement as follows:


 


	 	1.	Section
    1.6 of the Financing Agreement is hereby amended, in its entirety, as follows: 


 


“1.6
“Collateral Documents” shall mean any and all security agreements, deposit account control agreements, mortgages
and other documents executed and delivered to Lender to secure the Obligations including but not limited to the Pledged Securities,
the Pledge Agreement executed by John J. Bello and Nancy E. Bello, as Co-Trustees of THE JOHN AND NANCY BELLO REVOCABLE LIVING
TRUST, under agreement dated December 3, 2012, executed contemporaneously with this Agreement (“Pledge Agreement”)
and the Control Agreement defined in the Pledge Agreement.”


 


	 	2.	Section
    1.14 is deleted in its entirety and all references to Intercreditor Agreement in the Financing Agreement are hereby deleted
    by virtue of Satisfaction, Settlement and Release of Claims dated December 11, 2020 and Termination Agreement dated December
    23, 2020 which provided for, among other things, the payment in full of the defined Junior Lender Indebtedness. 
	 	 	 
	 	3.	Section
    1.17 is deleted in its entirety, and the following is added as a new Section 1.31(a): 


 


“1.31(a)
“Pledged Securities” shall have the meaning set forth in Section 2.1”


 


	 	4.	Section
    1.21 is amended and restated in its entirety so as to read as follows: 


 


“1.21
“Loan Documents” shall mean, collectively, this Agreement, the Pledged Securities, the Collateral Documents,
and each guaranty, certificate, agreement, or document now or hereafter executed by Borrower or any of its future guarantors and
delivered to Lender in connection with the foregoing or as they may be amended.”


 




    	 



    	 



    




 


	 	5.	Section
    2.1 (B) (y) is hereby amended and restated in its entirety so as to read as follows: 


 


“..........(y)
an amount equal to one million five hundred thousand dollars ($1,500,000) provided that the Obligations are secured by the value
of securities having a fair market value determined by Lender on the date of this amendment of not less than two million dollars
($2,000,000) and at all times thereafter of not less than one million seven hundred sixty-five thousand dollars ($1,765,000) pledged
to Lender by John J. Bello and Nancy E. Bello, as Co-Trustees of THE JOHN AND NANCY BELLO REVOCABLE LIVING TRUST, under agreement
dated December 3, 2012, held in account #1134-4851 at Charles Schwab & Co., Inc., evidenced by that certain Pledge Agreement,
and as to which Pledged Securities Lender has a first and only perfected security interest by the Control Agreement in form and
substance acceptable to Lender (the “Pledged Securities”), minus such reserves as Lender may deem, in its sole
discretion, to be necessary from time to time.”


 


		6.	Section
                                         4.1(v) is amended and restated in its entirety so as to read as follows:



 


“..........(v)
all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property, and the Pledged
Securities, and all letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including
choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans......”


 


		7.	Section
                                         9.1 (2) is amended and restated in its entirety so as to read as follows:



 


“..........(2)
if any person or party who has pledged, granted, issued or arranged collateral security or the Pledged Securities for the Obligations
(a “Pledgor”), shall die, dissolve, liquidate, terminate or attempt to terminate its obligations; or if there
shall be any breach by such person or party of, or any default of, any of the terms, covenants, conditions or provisions of any
agreement by which Lender is secured or has a perfected security interest in such Collateral; or if a material portion of any
Collateral or the Pledged Securities for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance......”


 


		8.	Section
                                         9.1 (9) is hereby deleted.



 


		9.	Section
                                         9.1 (10) is hereby deleted.



 


		10.	Section
                                         9.1 (11) is amended and restated in its entirety so as to read as follows:



 




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		11.	if
                                         at any time the fair market value of the Pledged Securities as determined by Lender is
                                         less than one million seven hundred sixty-five thousand dollars ( $1,765,000) and is
                                         not restored within three (3) business days to a value of two million dollars ($2,000,000)
                                         in substance satisfactory to Lender as provided in the Pledge Agreement;



 


		11.	Section
                                         9.1 (12) is deleted in its entirety.



 


		12.	Section
                                         9.1(ii) is amended and restated to the extent set forth below so as to read as follows:



 


“.........(ii)
Lender shall have the right (in addition to any other rights Lender may have under this Agreement or otherwise) without further
notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole
or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables
or Collateral, to extend the time of payment of any and all Receivables or Collateral, to make allowances and adjustments with
respect thereto, to issue credits in Lender’s name or Borrower’s, to require additional Collateral, to reduce the
amount of the Permitted Overadvance, to reduce the amount of Loan Availability, to exercise any other remedies set forth in the
Loan Documents, to sell, assign and deliver the Receivables or Collateral (or any part thereof) and any returned, reclaimed or
repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale,
at broker’s board, for cash, upon credit or otherwise, at Lender’s sole option and discretion, and Lender may bid
or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees
that the giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower
set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other
intended disposition of the Receivables or Collateral or any other security held by Lender is to be made, shall be deemed to be
reasonable notice thereof and Borrower waives any other notice with respect thereto... .”


 


		13.	Section
                                         11.1 is amended and restated in its entirety so as to read as follows:



 


	If
    to Lender: 	 	If
    to Borrower:
	 	 	 
	Rosenthal
    & Rosenthal, Inc. 	 	Reed’s
    Inc. 
	1370
    Broadway 	 	201
    Merritt 7 Corporate Park
	New
    York, New York 10018 	 	Norwalk,
    Connecticut 06851 
	Attn:
    Robert Miller 	 	Attn:
    Thomas J. Spisak 
	Facsimile:
    (212) 356-0989 	 	Email:
    tspisak@Reedsinc.com 


 


	with
    a copy to 	 	with
    a copy to
	 	 	 
	Becker
    & Poliakoff LLP Paul H. Shur, Esq. 	 	Libertas
    Law Group Inc. 
	45
    Broadway 	 	Ruba
    Qashu 
	 17th
    Floor 	 	225
    Santa Monica Blvd. 5th Floor
	New
    York, New York 10006 	 	Santa
    Monica, CA 90401 
	Email:
    pshur@beckerlawyers.com	 	Email:ruba@libertaslaw.com
    


 


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Except
as hereinabove specifically set forth, all of the terms and conditions of the Financing Agreement remain in full force and effect
and shall continue unmodified.


 


	 	 	 	Very
    truly yours, 
	 	 	 	 
	 	 	 	ROSENTHAL
    & ROSENTHAL, INC. 
	 	 	 	 
	 	 	 	By:
    	/s/
    Ian Brown
	 	 	 	 	Ian
    Brown, Vice President
	 	 	 	 	 
	Agreed:	 	 	 
	 	 	 	 	 
	REED’S
    INC. 	 	 	 
	 	 	 	 	 
	By:	/s/
    Norman E. Snyder, Jr.	 	 	 
	 	Norman
    E. Snyder, Jr., CEO	 	 	 
	 	 	 	 	 
	By:	/s/
    Thomas J. Spisak	 	 	 
	 	Thomas
    J. Spisak, CFO and Secretary	 	 	 


 




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