SEPARATION,
SETTLEMENT AND RELEASE OF CLAIMS AGREEMENT


 


This
Separation, Settlement and Release of Claims Agreement (“Agreement”) is entered into by and between Reed’s Inc.,
a Delaware corporation, (the “Employer”) and Valentin Stalowir (the “Employee”) (the Employer and the
Employee are collectively referred to herein as the “Parties”) as of October 31, 2019 (the “Execution Date”).
Employee and Employer are parties to that certain Employment Agreement dated June 28, 2017, as amended by Amendment No. 1 to Employment
Agreement, dated September 29, 2019 (collectively, “Employment Agreement”). This Agreement amends, supersedes and
replaces in its entirety the Employment Agreement.


 


The
Employee’s last day of employment with the Employer is October 31, 2019 (the “Separation Date”). After the Separation
Date, the Employee will not represent himself as being an employee, officer, agent or representative of the Employer for any purpose.
Except as otherwise set forth in this Agreement, the Separation Date will be the employment termination date for the Employee
for all purposes, meaning the Employee will no longer be entitled to any further compensation, monies, bonuses, equity awards,
or other benefits from the Employer, including coverage under any benefits plans or programs sponsored by the Employer, except
as specifically provided in this Agreement.


 


1.
Return of Property. Except as specifically provided in this Section 1, by the Separation Date, the Employee shall promptly
return to Reed’s any car, or other property provided to the Employee by Employer, and any other confidential or proprietary
information of Employer that remains in the Employee’s possession (“Reed’s Property”); provided, however,
that nothing in this Agreement or elsewhere shall prevent the Employee from retaining and utilizing documents and information
relating to his personal benefits, entitlements and obligations, documents relating to his personal tax obligations. If the Employee
discovers Reed’s Property in his possession after the Separation Date, he will notify Employer and promptly either deliver
the same to Employer or destroy it as directed by Employer. Employee may retain Employer issued laptop, cell phone and related
equipment, provided Employer may confirm deletion of Reed’s Property by inspection performed within a reasonable time following
the Effective Date.


 


2.
Employer’s Waiver and Release and Employee Representations. The Employer expressly waives and releases any and all
claims, demands, causes of action, rights, damages, debts, obligations and liabilities of any kind whatsoever, whether known or
unknown, that the Employer may have or have ever had against the Employee by reason of any actual or alleged act, omission, transaction,
practice, conduct, occurrence, or other matter that may be waived and released by law with the exception of claims arising out
of or attributable to (a) events, acts or omissions taking place after the Parties’ execution of the Agreement and (b) the
Employee’s breach of any terms and conditions of the Agreement. In exchange for the Employer’s waiver and release
and the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for his obligations
hereunder, the Employee hereby represents that he intends to irrevocably and unconditionally fully and forever release and discharge
any and all claims he may have or have ever had against the Employer that may lawfully be waived and released arising out of or
in any way related to his hire, benefits, employment or separation from employment with the Employer with the exception of claims
arising out of or attributable to (a) events, acts or omissions taking place after the Parties’ execution of the Agreement
and (b) the Employer’s breach of any terms and conditions of the Agreement. The Employee specifically represents, warrants
and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Employer with any court of law, or
local, state or federal government or agency; (b) that upon receipt of the accrued obligations set forth in Section 3(a), he has
been properly paid his salary for period worked for the Employer, and that all commissions, bonuses and other compensation due
to him has been paid, including his final payroll check for his salary and any accrued but unused vacation/paid time off through
and including the Separation Date above; and (c) has reported all injuries he has incurred during or as a result of his employment
with Employer to human resources. The Employee specifically represents, warrants and confirms that he has not engaged in, and
is not aware of, any unlawful conduct in relation to the business of the Employer. If any of these statements are not true, the
Employee cannot sign this Agreement and must notify the Employer immediately, in writing, of the statements that are not true.
Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer’s
review and consideration.


 




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3. Separation
Benefits. In consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement,
including the waiver and release of claims in Section 4, the Employer agrees to provide the following:


 


(a)
Accrued Obligations. On the Separation Date, Employer shall pay Employee (1) the net amount of $19,967.96, representing
base salary earned but unpaid as of the Separation Date, before deduction of standard payroll taxes and deductions,
(2) the net amount of $1,465.22, representing reimbursable expenses incurred through the Separation Date, and (3) the net amount
of $41,747.79 representing vacation and sick days earned but not taken prior to the Separation Date, before deduction
of standard payroll taxes and deductions. The Employer acknowledges and agrees that as of the date hereof it has reconciled and
paid all outstanding charges on Employee’s Company credit card. The Employer further acknowledges and agrees that it will
pay outstanding accounting fees attributable to Employer and due to Capossela, Cohen, LLC, not to exceed $4,000, for work performed
in relation to the issuance of the 2018 RSAs (as hereinafter defined). The Employee acknowledges and agrees that as of the date
hereof, he has made all requests for reimbursement of business expenses to which he may be entitled pursuant to the Employer’s
reimbursement policy, and provided such substantiation as may be required thereunder, and shall hereafter not have any right to
request reimbursement of any additional amounts.


 


(b)
Severance. Installment payments equal to the Employee’s current salary for the period commencing on the Separation
Date and terminating on September 25, 2020 (“Severance Period”), equaling a total of $316,794.84, before deduction
of standard payroll taxes and deductions, to be paid in bi-monthly increments starting on the first pay period following the Effective
Date.


 


(c)
Restricted Stock Awards. On the Separation Date, Employer will provide the Employee with 392,002 shares of the Employer’s
common stock, par value $0.0001 per share, pursuant to the restricted stock awards vested on the Separation Date (the “Vested
RSAs”). On the Effective Date, Employer will provide the Employee with an additional 50,000 shares of the Employer’s
common stock, par value $0.0001 per share. It is understood an additional 185,634 restricted stock awards were previously issued
on June 29, 2018 (the “2018 RSAs”) and are currently held in Employee’s account in book entry form with Transfer
Online, Inc.


 




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(d)
Stock Options. On the Effective Date, Employer will provide the Employee with a written option award agreement, reflecting
conversion of 461,554 incentive stock options (“ISOs”) vested through the Separation Date to an equal number
of nonqualified stock options exercisable through October 31, 2022. Employee’s vested ISOs consist of options to purchase
(i) incentive stock options to purchase 371,268 shares of common stock of Reed’s Inc. at the exercise price of


$1.70
per share and (ii) incentive stock options to purchase 90,286 at the exercise price of $1.60 per share.


 


(e)
If, upon Employer’s furnishing to Employee of all COBRA forms and notices, the Employee timely and properly elects COBRA
continuation coverage under Employer’s group health plan, the Employer will pay 100% of Employee’s COBRA premiums
until the earlier of final day of the Severance Period or commencement of coverage sponsored by subsequent employer (if any).
If Employee’s COBRA coverage continues for the entire Severance Period at the conclusion of the Severance Period, the Employee
shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder
of the applicable COBRA continuation period.


 


(f)
Expenses. Employer will reimburse Employee’s reasonable legal and accounting expenses incurred in connection with the negotiation
and finalization of this Agreement up to


$15,000.


 


(g)
Upon the Employee’s signed request, the Employer will provide the Employee and/or a prospective employer written confirmation
of the Employee’s employment with the Employer, including his dates of employment and salary information.


 


(h)
The Employee understands, acknowledges and agrees that these benefits are in exchange for executing this Agreement. The Employee
further acknowledges no entitlement to any additional payment or consideration not specifically referenced herein.


 


4.
Release.


 


(a)
General Release and Waiver of Claims by Employee


 


The
Employee and his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the
“Employee Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer,
including the Employer’s affiliates, predecessors, successors and assigns, and all of their respective officers, directors,
employees, shareholders, in their corporate and individual capacities (collectively, the “Employer Releasees”) from
any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities
and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or
unknown, from the beginning of time to the Effective Date of this Agreement, including, without limitation, any Claims under any
federal, state, local or foreign law, that Employee Releasors may have or have ever had arising out of, or in any way related
to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer and any actual
or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and
all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and
Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security
Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42,
the Sarbanes-Oxley Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor
Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act
of 2008, the California Fair Employment and Housing Act, as amended, and/or any other Federal, state, local or foreign law (statutory,
regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including
but not limited to claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion
of privacy, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes,
and the Employee does not waive, release or discharge (i) any right to file an administrative charge or complaint with the Equal
Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or unemployment
laws; or (iii) indemnification rights the Employee has against the Employer, including without limitation under Employer’s
Articles of Incorporation, Bylaws or directors and officers insurance policies, and/or any other claims that cannot be waived
by law.


 




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If
the Employee applies for unemployment benefits, the Employer shall not contest it. When so required, the Employer will answer
any inquiries by the Department of Labor concerning the termination of the Employee’s employment in a truthful manner.


 


(b)
Waiver of California Civil Code Section 1542


 


Employee
understands that he may later discover Claims or facts that may be different than, or in addition to, those which Employee now
knows or believes to exist with regards to the subject matter of this Agreement, and which, if known at the time of signing this
release, may have materially affected this Agreement or Employee’s decision to enter into it. Nevertheless, the Employee
Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. The Employee
Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 and hereby expressly waive
any and all rights, benefits and protections of the statute and the protection of any other state statutes that may be applicable,
which provides, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.”


 


(c)
Specific Release of ADEA Claims


 


The
Employee Releasors hereby irrevocably and unconditionally fully and forever waive, release and discharge the Employer Releasees
from any and all Claims, whether known or unknown, from the beginning of time to the date of the Employee’s execution of
this Agreement arising under the Age Discrimination in Employment Act (ADEA), as amended, and its implementing regulations. By
signing this Agreement, the Employee hereby acknowledges and confirms that: (i) the Employee has read this Agreement in its entirety
and understands all of its terms; (ii) the Employee has been advised of and has availed himself of hid right to consult with his
attorney prior to executing this Agreement; (iii) the Employee knowingly, freely and voluntarily assents to all of the terms and
conditions set out in this Agreement including, without limitation, the waiver, release and covenants contained herein; (iv) the
Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition
to anything of value to which he is otherwise entitled; and (v) the Employee understands that the release contained in this paragraph
does not apply to rights and claims that may arise after the date on which the Employee signs this Agreement.


 




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(d)
General Release and Waiver of Claims by Employer


 


The
Employer and its representatives, agents, insurers, successors and assigns (collectively the “Employer Releasors”)
irrevocably and unconditionally fully and forever waive, release and discharge the Employee and the Employee’s heirs, executors,
representatives, agents, insurers, administrators, successors and assigns from any and all Claims, whether known or unknown, from
the beginning of time to the Effective Date of this Agreement, including, without limitation, any Claims under any federal, state,
local or foreign law, that Employer Releasors may have or have ever had arising out of, or in any way related to the Employee’s
hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission,
transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under the Sarbanes-Oxley
Act of 2002, as amended, and/or any other Federal, state, local or foreign law (statutory, regulatory or otherwise) that may be
legally waived and released; and (ii) including but not limited to claims under the Employment Agreement, claims of defamation,
breach of an express or implied contract, tortious interference with a contract or prospective business advantage, breach of the
covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, or any other harm.


 


5.
Knowing and Voluntary Acknowledgement. The Employee specifically agrees and acknowledges that: (i) the Employee has read
this Agreement in its entirety and understands all of its terms; (ii) the Employee has been advised of and has availed himself
of his right to consult with his attorney prior to executing this Agreement; (iii) the Employee knowingly, freely and voluntarily
assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein;
(iv) the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration
in addition to anything of value to which he is otherwise entitled; (v) the Employee is not waiving or releasing rights or claims
that may arise after his execution of this Agreement; and (vi) the Employee understands that the waiver and release in this Agreement
is being requested in connection with the cessation of his employment with the Employer.


 


The
Employee further acknowledges that he has twenty-one (21) days to consider the terms of this Agreement and consult with an attorney
of his choice, although he may sign it sooner if desired. Further, the Employee acknowledges that he shall have an additional
seven (7) days from the date on which he signs this Agreement to revoke consent to his release of claims under the ADEA by delivering
notice of revocation to Iris Snyder, Chief Financial Officer, at the Employer, isnyder@reedsinc.com, by e-mail, fax or overnight
delivery before the end of such seven-day period. In the event of such revocation by the Employee, the Employer shall have the
option of treating this Agreement as null and void in its entirety.


 


This
Agreement shall not become effective, until November 8, 2019 (“Effective Date”). Such date shall be the Effective
Date of this Agreement. No payments due to the Employee hereunder shall be made or begin before the Effective Date. Notwithstanding
the foregoing, for the avoidance of doubt the Employer shall transfer the Vested RSAs to the Employee as of the Separation Date.


 




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6.
Post-termination Obligations and Restrictive Covenants.


 


(a)
Acknowledgment


 


The
Employee understands and acknowledges that by virtue of his employment with the Employer, he had access to and knowledge of Confidential
Information, was in a position of trust and confidence with the Employer, and benefitted from the Employer’s goodwill. The
Employee understands and acknowledges that the Employer invested significant time and expense in developing the Confidential Information
and goodwill. The Employee further understands and acknowledges that the services he provided to the Employer are unique, special
or extraordinary.


 


The
Employee further understands and acknowledges that the restrictive covenants below are necessary to protect the Employer’s
legitimate business interests in its Confidential Information and goodwill and in the Employee’s unique, special or extraordinary
services. The Employee further understands and acknowledges that the Employer’s ability to reserve these for the exclusive
knowledge and use of the Employer is of great competitive importance and commercial value to the Employer and that the Employer
would be irreparably harmed if the Employee violates the restrictive covenants below.


 


(b)
Confidential Information.


 


(1)
Confidential Information. Employer’s “Confidential Information” is all confidential and/or proprietary knowledge,
trade secrets, data or information of the Employer entrusted to Employee, whether in writing, in computer form, or conveyed orally,
that is not generally available to others in the form in which such information is used by Employer and that gives Employer a
competitive advantage over other companies who do not have access to this information. By way of illustration but not limitation,
Confidential Information includes tangible and intangible information relating to formulations, products, processes, know-how,
designs, formulas, methods, developmental or experimental work; clinical data; improvements; discoveries; plans for research;
new products; marketing and selling; business plans; budgets; unpublished financial statements; licenses; prices and costs; suppliers;
customers; customer needs and preferences (such as typical order quantities and composition, delivery requirements or schedules,
particular pricing needs or discount arrangements, advertising allowances and methods of doing business); customer contracts,
credit procedures and terms; supplier identities, key decision makers at each supplier, and supplier specialties; pricing strategies
and rationale; contact information and information about compensation, specific capabilities, and performance evaluations of Employer
personnel; and any information described above that the Employer obtains from its clients or any other third party and that the
Employer treats as confidential, whether or not owned or developed by the Employer.


 


(2)
Employee understands that the above are simply examples of Employer’s Confidential Information, and not a complete list.
Employee further understands that as part of his duties Employee may have participated in developing Confidential Information
for Employer, which then became Employer’s Confidential Information.


 




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(3)
Employee agrees that he will not appropriate for his own use, use, disclose, divulge, furnish, or make available to any person
any of the Employer’s Confidential Information; provided, that the term “Confidential Information” shall not
include such (A) information which is or becomes generally available to the public other than as a result of unauthorized or improper
disclosure by Employee, (B) information which was in the possession of Employee prior to the time of disclosure by Employer, (C)
information obtained from a third party who, to Employee’s knowledge, had the right to disclosure such information without
any confidentiality restrictions, or (D) information independently developed by Employee without the use of information disclosed
by Employer. Notwithstanding the foregoing, Employee may disclose Confidential Information to the extent he is compelled to do
so by lawful service of process, subpoena, court order, or as he is otherwise compelled to do by law or the rules or regulations
of any regulatory body to which he is subject, including full and complete disclosure in response thereto, in which event he agrees
(unless prohibited by law) to provide Employer with a copy of the documents seeking disclosure of such information promptly upon
receipt of such documents and prior to their disclosure of any such information, so that Employer may, upon notice to Employee,
take such action as Employer deems appropriate in relation to such subpoena or request and Employee (unless otherwise compelled
to do so by lawful service of process, subpoena, court order, or by law or the rules or regulations of any regulatory body or
governmental agency or instrumentality) may not disclose any such information until Employer has had the opportunity to take such
action.


 


(c)
Intellectual Property. Employee agrees that all right, title, and interest to all works of whatever nature generated in the course
of his employment with the Employer resides with the Employer. Employee agrees that he will return to Employer or delete or destroy,
not later than the Effective Date, all property, in whatever form (including computer files and other electronic data), of the
Employer in his possession, including without limitation, all copies (in whatever form) of all files or other information pertaining
to the Employer, its officers, employees, directors, shareholders, customers, suppliers, vendors, or distributors and any business
or business opportunity of the Employer.


 


(d)
Mutual Non-Disparagement. The Parties each agree that they, and in the case of Employer, its executive officers and directors,
shall not make any disparaging statements or representations, whether orally or in writing, by word or gesture, to any person
whatsoever, about the other Party or the other Party’s directors, officers, employees, attorneys, agents, or representatives,
as applicable. For purposes of this paragraph, a disparaging statement or representation is any communication which, if publicized
to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence,
good character, or product or service quality of the person or entity to whom the communication relates.


 


(e)
Non-Solicitation. To the full extent permitted by law, the Employee will not directly or indirectly, individually or on behalf
of any person, company, enterprise or entity, or as a sole proprietor, partner, stockholder, director, officer, principal, agent,
executive, or in any other capacity or relationship, for a period of six (6) months from the Effective Date:


 


(1)
encourage, solicit, induce, cause, or in any manner attempt to encourage, solicit, induce or cause any person, firm,
corporation, or other entity or organization which is a client, customer, account, vendor, supplier, distributor, licensee
of, or has any business relationship with, Employer’s or any of its subsidiaries to terminate such relationship with,
reduce the amount of business conducted with, or change in a manner adverse to Employer or its subsidiaries; or


 






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(2)
encourage, solicit, induce, cause, or in any manner attempt to encourage, solicit, induce or cause, any person employed by or
providing services to Employer’s or its subsidiaries to leave, curtail, or change in a manner adverse to Employer, such
employment or service relationship.


 


(f)
Acknowledgements Respecting Restrictive Covenants. With respect to the restrictive covenants set forth in this Section 6, the
Parties acknowledge and agree that:


 


(1)
(A) Each of the restrictive covenants contained in this Section 6 shall be construed as a separate covenant with respect to each
activity to which it applies, (B) if, in any judicial proceeding, a court shall deem any of the restrictive covenants invalid,
illegal, or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope
of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and
enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal, or unenforceable in any jurisdiction,
as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity,
illegality, or unenforceability, without affecting in any way the remaining restrictive covenants (or portion thereof) in such
jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, illegal, or unenforceable in any
other jurisdiction.


 





(2)
The Parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to a Party in the event
the other Party breaches any of the restrictive covenants provided in this Section 6. In the event that a Party breaches any such
restrictive covenant, the nonbreaching Party shall be entitled to an injunction, a restraining order or such other equitable relief,
including, but not limited to, specific performance (without the requirement to post bond) restraining such Party from violating
such restrictive covenant. If the nonbreaching Party shall institute any action or proceeding to enforce the restrictive covenant,
the breaching Party hereby waives the claim or defense that the breaching Party has an adequate remedy at law and agrees not to
assert in any such action or proceeding the claim or defense that the nonbreaching Party has an adequate remedy at law.


 


(3)
The remedies provided for in this Section 6 are cumulative and in addition to any other rights and remedies the Parties may have
under law or in equity.


 


(g)
Cooperation. The Employee agrees that, following the Effective Date, the Employee will continue to provide reasonable cooperation
to Employer and/or any of its subsidiaries and its or their respective counsel in connection with any investigation, administrative
proceeding, or litigation relating to any matter that occurred during the Employee’s employment in which the Employee was
involved or of which the Employee has knowledge. As a condition of such cooperation, Employer shall reimburse the Employee for
reasonable out-of-pocket expenses incurred at the request of Employer and shall compensate Employee at a daily rate equal to his
daily rate of compensation at the time of termination of his employment. The Employee also agrees that, in the event that the
Employee is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide
documents (in a deposition, court proceeding, or otherwise) that in any way relates to the Employee’s employment by Employer,
the Employee will, if legally permitted, give prompt notice of such request to Employer and, unless legally required to do so,
will make no disclosure until Employer’s subsidiaries has had a reasonable opportunity to contest the right of the requesting
person or entity to such disclosure


 




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(h)
Remedies. In the event of a breach or threatened breach by either Party of any of the provisions of this Agreement, such
Party hereby consents and agrees that the other Party shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of,
legal remedies, monetary damages or other available forms of relief.


 


7.
Heirs and Assigns. This Agreement is binding on and is for the benefit of the Parties hereto and their respective successors
(whether by merger, sale of assets, reorganization or other form of business acquisition, disposition or business reorganization),
assigns, heirs, executors, administrators, and other legal representatives. Neither this Agreement nor any right or obligation
hereunder may be assigned by Employee.


 


8. Integration.
This Agreement constitutes the complete agreement between the Employer and Employee regarding the issues addressed in this
Agreement. The terms of this Agreement may be changed, modified, or discharged only by an instrument in writing signed by the
Parties hereto. A failure of the Employer or Employee to insist on strict compliance with any provision of this
Agreement shall not be deemed a waiver of such provision or any other provision hereof. In the event that any provision of
this Agreement is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad
as is enforceable.


 


9.
Choice of Law. This Agreement shall be construed, enforced, and interpreted in accordance with and governed by the laws
of the State of Delaware, without regard to its choice of law provisions.


 


10.
Withholding. The Employer may withhold from any and all amounts payable under this Agreement such federal, state, and local
taxes or other withholdings as may be required to be withheld pursuant to any applicable law or regulation.


 


11.
Construction of Agreement. The Parties hereto acknowledge and agree that each Party has reviewed and negotiated the terms
and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction
to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
Rather, the terms of this Agreement shall be construed fairly as to both Parties hereto and not in favor or against either Party.


 


12.
Counterparts. This Agreement may be executed in any number of counterparts and by different Parties on separate counterparts,
each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Agreement.


 




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13.
Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in
writing and shall be deemed to be given when delivered personally or four days after it is mailed by registered or certified mail,
postage prepaid, return receipt requested or one day after it is sent by a reputable overnight courier service and, in each case,
addressed to the Employer, to its principal place of business and to Employee, to his address set forth on the signature page
hereof, or to such other address as any Party hereto may designate by notice to the other.


 


14.
Severability. The Parties hereto intend that the validity and enforceability of any provision of this Agreement shall not
affect or render invalid any other provision of this Agreement.


 


15.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification
is agreed to in writing and signed by the Employee and by Chief Executive Officer of the Employer. No waiver by either of the
Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party
hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time,
nor shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a
waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


16.
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and
no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


17.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement, by facsimile,
electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.


 


18.
No Admission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of either
Party.


 


19.
Attorneys’ Fees. Should either Party breach any of the terms of this Agreement or the post- termination obligations
herein, to the extent authorized by state law, the breaching Party will be responsible for payment of all reasonable attorneys’
fees and costs that the other Party incurred in the course of enforcing the terms of the Agreement, including demonstrating the
existence of a breach and any other contract enforcement efforts.


 






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20. Section
409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section
409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an
event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may
be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term
deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment
payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement
upon a termination of employment shall only be made upon a “separation from service” under Section 409A.
Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this
Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes,
penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section
409A.


 


21.
Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY
ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH
AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT
TO RELEASE EMPLOYER FROM ANY AND ALL CLAIMS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.


 


22.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter
and supersedes any prior understandings, agreements or representations between the Parties, written or oral, with respect to the
subject matter of this Agreement. For clarity, all the terms of the Employment Agreement are amended, replaced and superseded
by this Agreement.


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.


 


	 	 	REED’S
    INC.
	 	 	 	 
	 	 	By	/s/
    Iris Snyder
	 	 	Name:	Iris
    Snyder
	 	 	Title:	Chief
    Financial Officer
	 	 	 	 
	EMPLOYEE	 	 
	 	 	 	 
	Signature:	/s/
    Valentin Stalowir	 	 
	Name: 	Valentin
    Stalowir	 	 


 




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