EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and effective as of September 30, 2019 (the “Effective
Date”) by and between Reed’s, Inc., a Delaware corporation (“Reed’s” or the “Company”),
and Norman E. Snyder (the “Executive”).


 


WHEREAS,
Reed’s and the Executive desire to enter into this Agreement to evidence the terms and conditions of the employment of the
Executive by Reed’s.


 


NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Section
1 Employment. Reed’s hereby employs the Executive and the Executive hereby accepts such employment, in accordance
with the terms and conditions set forth in this Agreement. By executing this Agreement, Executive represents and warrants to Reed’s
that (i) the Executive is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms
and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which
he may be bound; (ii) the Executive has not violated, and in connection with his employment with Reed’s will not violate,
any non- solicitation, non-competition, or other similar covenant or agreement of a prior employer by which he is bound; and (iii)
in connection with his employment with Reed’s, the Executive will not use any confidential or proprietary information he
may have obtained in connection with employment with any prior employer.


 


Section
2 Term. The Executive’s employment (the “Term”) with Reed’s under this Agreement will
commence on the Effective Date and continue until terminated in accordance with Section 6 below. Executive’s employment
with the Company shall be on an “at-will” basis.


 


Section
3 Position. The Executive will be employed as the Chief Operating Officer (“COO”) of Reed’s and will
report to the Chief Executive Officer. The Executive will have the duties and responsibilities customarily attendant to the position
of COO. Executive will also have such other duties and responsibilities that are commensurate with his position as specifically
delegated to him from time to time by the Chief Executive Officer. Executive shall be subject to the Bylaws, policies, practices,
procedures and rules of the Company, currently existing and as may be modified from time to time, including those policies and
procedures set forth in the Company’s Code of Conduct and Ethics. Executive’s principal office, and principal place
of employment, shall be at the Company’s offices, currently in Norwalk, Connecticut, provided that Executive may be required
under business circumstances to travel outside the location of his principal employment in connection with performing his or her
duties under this Agreement.


 


Section
4  Restrictive Covenants; Representations.


 


4.1
Loyal Performance. During the Executive’s employment with Reed’s, the Executive will devote his full business
time and attention to the performance of his duties as COO and will perform his duties and carry out his responsibilities as COO
in a diligent and businesslike manner. Nothing in this Section 4.1, however, will prevent the Executive from engaging in additional
activities in connection with personal investments or from serving in a non-management capacity with any for profit or not for
profit organization that does not conflict with his duties under this Agreement, provided that the Executive shall give the Board
prior notice of his service to any for profit or not for profit organization so that it may review the same for compliance with
the terms of this Agreement.


 




    	1



    	 



    

 


4.2
Confidentiality; Return of Property.


 


(a)
Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset
of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to
the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of
his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges
that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential
Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company,
and to limit any potential misappropriation of such Confidential Information by Executive. Executive agrees to keep secret and
to treat confidentially all of the Confidential Information (as defined below), and not to, without the express prior written
consent of Reed’s or in connection with the good faith performance of his duties to Reed’s, directly or indirectly,
(i) divulge, disclose or intentionally make accessible any Confidential Information to any other Person (as defined below) or
assist any other Person or entity in improperly using any Confidential Information or (ii) use any Confidential Information for
his own purposes or for the benefit of any other Person (except when required to do so by a court of competent jurisdiction, by
any governmental agency having supervisory authority over the business of Reed’s, or by any administrative body or legislative
body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such Confidential
Information; provided, however, that, in the event that the Executive is so required to disclose Confidential Information,
the Executive shall, if legally permitted to do so, prior to making any such disclosure, provide Reed’s with prompt written
notice of such requirement so that Reed’s may seek an appropriate protective order); provided, further, that,
during the Employment Period, the Executive may utilize any Confidential Information in the course of performing his services
under this Agreement. All Confidential Information is and shall remain the property of Reed’s. For purposes of this Agreement,
“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association,
a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department,
agency or political subdivision thereof.


 


(b)
For purposes of this Agreement, “Confidential Information” shall mean any and all proprietary information,
trade secrets, know-how or other information of Reed’s or concerning the affairs of Reed’s (whether tangible or intangible
and whether or not such information is in writing or other physical form), including, but not limited to, data, plans, concepts,
programs, procedures, innovations, inventions, improvements, information regarding customers, financial information, costs, prices,
earnings, systems, sources of supply, marketing, prospective and executed contracts, budgets, business plans and other business
arrangements, information on the performance, identities, capabilities, performance strength and weaknesses, and compensation
arrangements of particular managerial or technical employees of Reed’s; provided, however, that Confidential
Information will not include any information that (i) is in the public domain (other than on account of the actions of Executive)
prior to the date Executive proposes to disclose or use such information or (ii) is the subject of discovery. In the event of
any discovery request made of Executive, Executive shall give prompt notice of same to the Company, and the Company shall have
an opportunity to quash or limit such discovery at the Company’s sole expense. If a court orders disclosure or if the Company
does not attempt to quash or otherwise limit such discovery, then Executive shall be permitted to disclose such Confidential Information.


 




    	2



    	 



    

 


(c)
Upon termination of the Executive’s employment, the Executive shall promptly return to Reed’s any car, cell phone,
mobile device, laptop or other property provided to the Executive by Reed’s, and any Confidential Information or proprietary
information of Reed’s that remains in the Executive’s possession (“Reed’s Property”); provided,
however, that nothing in this Agreement or elsewhere shall prevent the Executive from retaining and utilizing documents and
information relating to his personal benefits, entitlements and obligations, documents relating to his personal tax obligations.
If the Executive discovers Reed’s Property in his possession after the termination of his employment he shall notify Reed’s
and promptly either deliver the same to Reed’s or destroy it as directed by Reed’s.


 


4.3
Nonsolicitation. To the fullest extent permitted by law, the Executive 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, during his employment with Reed’s and for a period of six (6)
months thereafter:


 


(a)
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, Reed’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 Reed’s or its subsidiaries; or


 


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


 


4.4
Cooperation. The Executive agrees that, following any termination of the Executive’s employment, the Executive will
continue to provide reasonable cooperation to Reed’s 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
Executive’s employment in which the Executive was involved or of which the Executive has knowledge. As a condition of such
cooperation, Reed’s shall reimburse the Executive for reasonable out-of-pocket expenses incurred at the request of Reed’s
and shall compensate Executive at a daily rate equal to his daily rate of compensation at the time of termination of his employment.
The Executive also agrees that, in the event that the Executive 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 Executive’s employment by Reed’s, the Executive will, if legally permitted, give prompt notice
of such request to Reed’s and, unless legally required to do so, will make no disclosure until Reed’s subsidiaries
has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.


 




    	3



    	 



    

 


4.5
Property; Inventions and Patents.


 


(a)
Property. Executive agrees that all inventions, innovations, improvements, technical information, systems, software developments,
methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, products, equipment, and all similar
or related information and materials (whether patentable or unpatentable) (collectively, “Inventions”) which relate
to Reed’s actual or planned business, research and development, or existing or future products or services and which are
conceived, developed, or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction
with any other person) while employed by Reed’s (including those conceived, developed, or made prior to the date of this
Agreement) together with all patent applications, letters patent, trademark, brands, tradename and service mark applications or
registrations, copyrights, and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to
herein as, the “Work Product”), belong in all instances to Reed’s. Executive will promptly disclose such Work
Product to Reed’s and perform all actions reasonably requested by Reed’s (whether during or after the Term) to establish
and confirm Reed’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments,
consents, powers of attorney, and other instruments) and to provide reasonable assistance to Reed’s (whether during or after
the Term) in connection with the prosecution of any applications for patents, trademarks, brands, trade names, service marks,
or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Executive recognizes and agrees
that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States and
that to the extent Work Product constitutes works for hire, the Work Product is the exclusive property of Reed’s, and all
right, title, and interest in the Work Product vests in Reed’s. To the extent any Work Product is not a work for hire, the
Work Product, and all of Executive’s right, title, and interest in Work Product, including without limitation every priority
right, is hereby assigned to the Company.


 


(b)
Cooperation. Executive shall, during the Term and at any time thereafter, at the expense of Reed’s and with no expense or
potential expense or liability to the Executive, assist and cooperate with the Company in obtaining for the Company the grant
of letters patent, copyrights, and any other intellectual property rights relating to the Work Product in the United States and/or
such other countries as the Company may designate. With respect to Work Product, Executive shall, during the Term and at any time
thereafter, at the expense of Reed’s and with no expense or potential expense or liability to the Executive, execute all
applications, statements, instruments of transfer, assignment, conveyance or confirmation, or other documents, furnish all such
information to the Company and take all such other appropriate lawful actions as the Company requests that are necessary to establish
Reed’s ownership of such Work Product. Executive will not assert or make a claim of ownership of any Work Product, and Executive
will not file any applications for patents or copyright or trademark registration relating to any Work Product, except on behalf
of or as directed by Reed’s.


 




    	4



    	 



    

 


(c)
No Designation as Inventor; Waiver of Moral Rights. Executive agrees that the Company shall not be required to designate Executive
as the inventor or author of any Work Product. Executive hereby irrevocably and unconditionally waives and releases, to the extent
permitted by applicable law, all of Executive’s rights to such designation and any rights concerning future modifications
to any Work Product. To the extent permitted by applicable law, Executive hereby waives all claims to moral rights in and to any
Work Product.


 


(d)
Pre-Existing and Third Party Materials. Executive will not, in the course of employment with Reed’s, incorporate into or
in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or
other proprietary right or information owned by Executive or in which Executive has an interest without Reed’s prior written
permission. Executive hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable,
worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium,
whether or not now known or existing, such item as part of or in connection with such Work Product. Executive will not incorporate
any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by
any party other than Executive into any Work Product without the Company’s prior written permission.


 


(e)
Attorney-in-Fact. Executive hereby irrevocably designates and appoints Reed’s and its duly authorized officers and agents
as Executive’s agent and attorney-in-fact, to act for and on Executive’s behalf to execute and file any such applications
and to do all other lawfully permitted acts as contemplated by this Section 4 above to further the prosecution and issuance of
patents, copyright, trademark, and mask work registrations with the same legal force and effect as if executed by Executive, if
Reed’s is unable because of Executive’s unavailability, dissolution, mental or physical incapacity, or for any other
reason, to secure Executive’s signature for the purpose of applying for or pursuing any application for any United States
or foreign patents or mask work or copyright or trademark registrations covering the Work Product owned by Reed’s pursuant
to this Section.


 


Section
5 Compensation.


 


5.1
Base Salary. The Executive will be paid a base salary at the initial rate of $250,000.00 per year (the “Base Salary”).
Base Salary shall be subject to annual review for additional increase, but not decrease, in the sole discretion of the Board.
The Base Salary will be payable in equal periodic installments in accordance with Reed’s customary payroll practices.


 


5.2
Bonus.


 


(a)
Annual Bonus. In addition to the Base Salary, the Executive will be eligible to receive an annual or other periodic bonus for
each partial or full calendar year (which may, to the extent not relating to achievement of a specific objective established by
the Board in consultation with the Executive as provided below, be pro-rated for partial calendar years) included in the Term
at a target amount equal to 30% of then current Base Salary payable and based upon performance criteria to be established by the
Board in consultation with the Executive which are anticipated to consist of specific objectives for which specified portions
of Bonus will be payable upon achievement and any remainder discretionary based on individual and Company performance as determined
by the Board ( “Bonus”). Except as otherwise provided herein, in order to be eligible to receive the Bonus,
the Executive must be employed at the time of achievement of the specific objective relating thereto. Any portion of Bonus relating
to achievement of a specific objective will be paid upon or as soon as practicable after achievement of such objective, and all
Bonus payments will in any event be paid not later March 15 of the calendar year following the full or partial calendar year to
which they relate. The Board and the Executive will consult in good faith to establish the Bonus criteria for each full or partial
year included in the Term starting with the Effective Date and with the commencement of each calendar year included in the Term
commencing after the Effective Date.


 




    	5



    	 



    

 


5.3
Benefits. The Executive will be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s
vacation and paid time off policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the
same manner as paid time off days for employees of the Company generally accrue. The Executive and his dependents will be entitled
to participate in all medical insurance and other benefit programs in effect from time to time and available to senior executives
of Reed’s at levels commensurate with Executive’s position as COO. Executive shall be entitled to reimbursement for
expenses incurred in connection with performance of services to Reed’s, including, without limitation, mobile phone and
other communications equipment and travel expenses, in accordance with Reed’s expense reimbursement policies as in effect
from time to time. Reed’s will also provide Executive with a car allowance initially at $900 per month and subject to increase
in the discretion of the Company. Upon submission of invoice, Reed’s will reimburse the Executive for or pay directly all
costs up to $2,500 incurred in connection with the negotiation and preparation of this Agreement.


 


5.4
Equity. The Executive shall be eligible to receive an initial equity award of 446,000 stock options (“Initial
Equity Award”) 90 days after the Effective Date (“Grant Date”), in accordance with the terms and
conditions of available plan and subject to Board approval and plan availability. Of the Initial Equity Award, one-half (223,000
options) will vest in equal increments of 55,750 on each of the first, second, third and fourth anniversaries of the grant date
(“Incentive Equity”). Of the Initial Equity Award, the remainder (223,000 options) will vest based on performance
criteria to be determined by the Board or compensation committee of the Board (as the case may be) in its sole discretion (“Performance
Equity”). Vesting of all Incentive Equity and Performance Equity (and related payment rights) shall accelerate upon
any Change in Control. “Change in Control” for this purpose means any (i) any individual, entity or group (within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1933) (a “Person”) acquires beneficial ownership,
directly or indirectly (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (a “Beneficial Owner”),
of more than fifty percent of the combined voting power of the then issued and outstanding shares of the voting common stock of
the Company (the “Voting Stock”), (ii) the occurrence of a merger, consolidation, reorganization, share exchange or
similar corporate transaction, whether or not the Company is the surviving corporation, other than a transaction which would result
in the Voting Stock outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent of the voting stock of the Company or such surviving
entity immediately after such transaction, or (iii) the sale, transfer or disposition of all or substantially all of the business
and assets of the Company to any Person. The Executive may also make equity investments in Reed’s on terms that may be agreed
upon by the Executive and Reed’s.


 




    	6



    	 



    

 


Section
6 Termination of Employment.


 


6.1
Termination by Reed’s. Reed’s may terminate the Executive’s employment with Reed’s for Cause or
without Cause, effective immediately on the day Reed’s gives notice of such termination to the Executive. For purposes of
this Agreement, “Cause” means (i) a breach by Executive of his or her fiduciary duties to the Company; (ii)
Executive’s breach of this Agreement, which, if curable, remains uncured or continues after 30 days’ notice by the
Company thereof; (iii) the commission of (A) any crime, other than motor vehicle crimes, constituting a felony in the jurisdiction
in which committed, (B) any felony involving moral turpitude, or (C) any other criminal act involving embezzlement, misappropriation
of money, fraud, theft, or bribery (whether or not a felony); (iv) illegal or controlled substance abuse or insobriety while on
the Company’s premises, with an employee, customer or vendor, or while on Company business by Executive; (v) Executive’s
material negligence or dereliction in the performance of, or failure to perform Executive’s duties of employment with the
Company, which remains uncured or continues after 30 days’ notice by the Company thereof; (vi) any conduct, action or behavior
by Executive that is, or is reasonably expected to be, materially damaging to the Company, whether to the business interests,
finance or reputation; or (vii) any disqualifying event causing Company “bad actor” disqualification under Rule 506(d)
of the Securities Act of 1933, as amended. The cure periods set forth in Sections 6.1(ii) and 6.1(v) shall be extended if (x)
Executive commenced such cure within the aforesaid thirty (30) day period, (y) Executive pursues such cure to completion, and
(z) such further cure period does not cause material harm to the Company.


 


6.2
Termination by the Executive. The Executive may terminate the Executive’s employment with Reed’s for Good Reason
or without Good Reason, by written notice to Reed’s effective no earlier than 30 days after the date of such notice if termination
is other than for Good Reason (provided that Reed’s shall have the right to waive such 30-day notice period and accelerate
termination to any date on or after the date of such notice) and effective upon the expiration of the cure period described below
in this Section 6.2 if termination is for Good Reason. During any period between receipt of notice of termination from the Executive,
Reed’s may suspend, reduce, or otherwise modify any or all of Executive’s authority, duties, and responsibilities,
and may require the Executive’s absence from Reed’s offices without any such suspension, reduction, modification,
or requirement constituting grounds for Good Reason. “Good Reason” means any (i) material breach (whether or
not specified above) of this Agreement by Reed’s, (ii) change in Executive’s title, duties, or status within the Company
that differ materially from Executive’s title, duties and status hereunder, and/or (iii) actual or de facto change in the
Company’s principal executive office headquarters and personnel to a location that is more than 60 miles from the Company’s
present headquarters in Norwalk, Connecticut. An event described in this Section 6.2 will not constitute Good Reason unless the
Executive provides written notice to Reed’s of the Executive’s intention to resign for Good Reason and specifying
the event or circumstance giving rise to Good Reason within 90 days of its initial existence and Reed’s does not cure such
breach or action within 30 days after the date of the Executive’s notice.


 




    	7



    	 



    

 


6.3
Death and Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death.
In addition, Reed’s may terminate the Executive’s employment with Reed’s by written notice to the Executive
due to Disability. For purposes of this Agreement, “Disability” means that the Executive has been unable, with
or without reasonable accommodation and due to physical or mental incapacity, to substantially perform the essential functions
of his duties for 120 days, whether consecutive or non-consecutive, within any calendar year.


 


6.4
Termination of Agreement. This Agreement will terminate when all obligations of the parties under this Agreement have been
satisfied.


 


6.5
Resignations. Upon any termination of the Executive’s employment hereunder for any reason, except as may otherwise
be requested by Reed’s in writing, the Executive agrees that he will resign from any and all directorships, committee memberships
and any officer positions that he holds with Reed’s or any of its subsidiaries.


 


Section
7  Remuneration upon Termination of Employment.


 


7.1
Termination by Reed’s without Cause or by the Executive for Good Reason. If the Executive’s employment with
Reed’s is terminated pursuant to Section 6.1 by Reed’s without Cause or pursuant to Section 6.2 by the Executive for
Good Reason, the Executive will be entitled to the following:


 


(a)
the Accrued Benefits;


 


(b)
payment in lump sum within 30 days after the date of termination of employment of an amount equal to 6 months of the Executive’s
Base Salary in effect immediately prior to the Executive’s termination of employment with Reed’s plus any Bonus earned
and unpaid as well as a prorated Bonus for the year of termination, vested Incentive Equity and six months acceleration of unvested
Incentive Equity, calculated on a pro-rata, monthly basis and based on full calendar months (the “Severance Amount”).
For clarity, Performance Equity will not be subject to six-month acceleration. In addition, to the extent permitted by applicable
law, subject to the Executive’s election of COBRA continuation coverage under Reed’s group health plan, on the first
regularly scheduled payroll date of each month during the six month period following the date of termination of employment (the
“Severance Period”), Reed’s will pay the Executive an amount equal to the difference between the monthly
COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Reed’s; provided, that
such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible
to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA
Payments”). Executive will notify Reed’s of Executive’s eligibility for health benefits during the Severance
Period within 15 days of such eligibility; and


 


(c)
any and all rights he may have as a holder of vested equity interests in Reed’s or under any applicable plan, program, or
arrangement of Reed’s, including the vested awards under the Initial Equity Grant.


 




    	8



    	 



    

 


7.3
Termination by Reed’s for Cause, by the Executive without Good Reason. If the Executive’s employment with Reed’s
is terminated for Cause, or by the Executive without Good Reason, the Executive will be entitled to the Accrued Benefits and any
and all rights he may have as a holder of vested equity interests in Reed’s or under any applicable plan, program, or arrangement
of Reed’s, including vested awards under the Initial Equity Grant.


 


7.4
Termination as a Result of Death or Disability. In the event of the termination of the Executive’s employment with
Reed’s pursuant to Section 6.3 as a result of death or Disability, the Executive or the Executive’s heirs will be
entitled to the Accrued Benefits.


 


7.5
Release. The payment of the Severance Amount and the COBRA Payment shall be conditioned upon the Executive’s (or,
if applicable the Executive’s estate’s or legal representative’s) execution, delivery to Reed’s, and non-revocation
of a release of claims (the “Release of Claims”) in substantially the form attached to this Agreement as Exhibit
A within 30 days following the date of the Executive’s termination of employment hereunder. Further, to the extent that
any portion of the Severance Amount or COBRA Payment constitutes “nonqualified deferred compensation” for purposes
of Section 409A of the Code (as defined below), any payment of any amount otherwise scheduled to occur prior to the thirtieth
(30th) day following the date of the Executive’s termination of employment hereunder, but for the condition on executing
the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such thirtieth
(30th) day, after which any remaining installment of the Severance Amount or the COBRA Payment, as applicable, shall thereafter
be provided to Employee according to the applicable schedule set forth herein. With respect to any portion of the Severance Amount
or COBRA Payment that does not constitute “nonqualified deferred compensation” for purposes of Section 409A of the
Code (as defined below), any payment of any amount otherwise scheduled to occur following the date of the Executive’s termination
of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until
the first regularly scheduled payroll date following the date such Release of Claims is timely executed and the applicable revocation
period has ended, after which the entire Severance Amount and any unpaid installments of the COBRA Payment, as applicable, shall
thereafter be provided to Employee according to the applicable schedule set forth herein. Each payment of the Severance Amount
or COBRA Payment shall be deemed to be a separate payment for purposes of Section 409A of the Code.


 


7.6
Obligations Absolute. The payment and other obligations of Reed’s under this Agreement or in connection with the
Incentive Equity are absolute and unconditional and not subject to offset or any other defense.


 


Section
8  General Provisions.


 


8.1
Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when
(a) delivered if delivered personally or by recognized overnight courier service (costs prepaid), (b) sent by facsimile with confirmation
of transmission by the transmitting equipment (or, the first business day following such transmission if the date of transmission
is not a business day) (c) sent by electronic mail with receipt acknowledged by the recipient via email reply, or (d) received
or rejected by the addressee, if sent by certified or registered mail, return receipt requested; in each case to the following
addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other
address, facsimile number or individual as a party may designate by notice to the other parties in writing):


 


If
to the Executive:


 


Norman
E. Snyder


88 Grey Rocks Road


Wilton, CT 06897


 




    	9



    	 



    

 


If
to Reed’s:


 


Attention:
Iris Snyder


Chief Financial Officer


201
Merritt 7 Corporate Park


Norwalk
CT 06851


 


8.2
Amendment. This Agreement may not be amended, supplemented or otherwise modified except in a writing signed by the Executive
and a director or authorized officer of Reed’s (other than the Executive).


 


8.3
Waiver and Remedies. The Executive and Reed’s may (a) extend the time for performance of any of the obligations or
other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in
this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with
any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or
waiver will be valid only if set forth in a written document signed on behalf of the party against whom the waiver or extension
is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty,
or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written
extension or waiver. No failure or delay by a party in exercising any right or remedy under this Agreement or any of the documents
delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy,
and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy
or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not
intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law
and include any rights and remedies authorized in law or in equity. Because Executive’s services are special, unique, and
extraordinary and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money
damages may be an inadequate remedy for any breach of Section 4 of this Agreement. Therefore, in the event of a breach or threatened
breach of Section 4 of this Agreement, the Company, or any of its successors or assigns may, in addition to other rights and remedies
existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).


 




    	10



    	 



    

 


8.4
Entire Agreement. This Agreement constitutes the entire agreement between the Executive and Reed’s 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.


 


8.5
Assignment and Successors. This Agreement binds and benefits the parties and their respective heirs, executors, administrators,
successors and assigns, except that the Executive may not assign any rights under this Agreement without the prior written consent
of Reed’s and Reed’s may not assign this Agreement or any of its rights or obligations hereunder without the prior
written consent of the Executive except in the case of an assignment of this Agreement to a successor to all or substantially
all of the business and assets of Reed’s and its subsidiaries or any business division thereof or a restructuring of Reed’s.
The Executive’s obligations under this Agreement are personal to the Executive and may not be delegated.


 


8.6
Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Agreement are not affected or impaired in any way and the parties agree to
negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision
that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid,
illegal or unenforceable provision. A court of competent jurisdiction, if it determines any provision of this Agreement to be
unreasonable in scope, time or geography, is hereby authorized by the Executive and Reed’s to enforce the same in such narrower
scope, shorter time or lesser geography as such court determines to be reasonable and proper under all the circumstances.


 


8.7
Governing Law; Mediation. The validity, interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the Connecticut without giving effect to any choice of law rules or other conflicting provision or rule that would
cause the laws of any jurisdiction to be applied. Reed’s and the Executive agree that any and all disputes arising out of
the terms of this Agreement, the Executive’s employment by Reed’s, the Executive’s service as an employee or
officer of Reed’s or any of its subsidiaries, or the Executive’s compensation and benefits, will be litigated in the
federal or state courts in Fairfield County, Connecticut; provided however, prior to the filing of any lawsuit, the parties agree
to mediate any dispute, controversy, or claim between them arising out of this Agreement. Either party may commence mediation
by providing the other parties involved with a written demand for mediation, setting forth the subject of the dispute and the
relief requested. The mediation shall be administered by JAMS, AAA or some other neutral mediator designated by the party that
first submits the demand for mediation. The mediation fees, if any, shall be divided equally among the parties involved. If a
settlement is not reached by the parties within thirty (30) days of the demand for mediation, then the aggrieved party may then
file for suit pursuant to this Agreement The prevailing party’s fees and costs resulting from litigation shall be paid by
the non-prevailing party. Notwithstanding the foregoing, nothing in this subsection shall be construed as precluding the bringing
an action for injunctive relief or specific performance as provided in this Agreement.


 




    	11



    	 



    

 


8.8
Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such rights and obligations and to the extent that any performance is
required following termination or expiration of this Agreement.


 


8.9
Withholding. All amounts paid pursuant to this Agreement shall be subject to withholding for taxes (federal, state, local,
non-U.S. or otherwise) to the extent required by applicable law.


 


8.10
Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as
against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery
of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart.
The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature
is as effective as signing and delivering the counterpart in person.


 


8.11
Code Section 409A Compliance ; Parachute Payements.


 


(a)
Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment
of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the published guidance thereunder (“Section
409A”). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified
deferred compensation” under Section 409A unless such termination is also a “separation from service” within
the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“Termination Date,” or like terms shall mean “separation from service.” Notwithstanding any provision
of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any
payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified
deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under
Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under
Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six
months after Executive’s “separation from service” for any reason other than death, or (b) the date of Executive’s
death. This Agreement may be amended without requiring Executive’s consent to the extent necessary (including retroactively)
by the Company in order to preserve compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular
tax effect for Executive’s compensation and benefits and the Company does not guarantee that any compensation or benefits
provided under this Agreement will satisfy the provisions of Section 409A. After any Termination Date, Executive shall have no
duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section
409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination
of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined
under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement
or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly,
designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of
compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during
which such amount is paid shall be in the discretion of the Company.


 




    	12



    	 



    

 


(b)
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of Section 409A. To the extent that any reimbursements are taxable to Executive, such reimbursements shall be paid to Executive
on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred.
Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that
Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other
taxable year.


 


(c)
If any payment, benefit, or distribution of any type to or for the benefit of Executive, whether paid or payable, provided or
to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute
Payments”) would (as determined by the Company) subject Executive to the excise tax imposed under Section 4999 of the Code
(the “Excise Tax”), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after
reduction) shall be one dollar less than the amount which would cause the Parachute Payments to be subject to the Excise Tax.
The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash Parachute Payments that
do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating any other Parachute
Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating all
other Parachute Payments that do constitute deferred compensation within the meaning of Section 409A, beginning with those payments
last to be paid, subject to and in accordance with all applicable requirements of Section 409A.


 


8.12
Voluntary Execution; Representations. Executive acknowledges that (a) he or she has consulted with or has had the opportunity
to consult with independent counsel of his or her own choosing concerning this Agreement and has been advised to do so by the
Company, and (b) he or she has read and understands this Agreement, is competent and of sound mind to execute this Agreement,
is fully aware of the legal effect of this Agreement, and has entered into it freely based on his or her own judgment and without
duress.


 




    	13



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


 


	 	REED’S,
    INC.
	 	 
	 	By:
    /s/ Iris Snyder
	 	Name:
    Iris Snyder
	 	Title:
    Chief Financial Officer
	 	 
	 	Date:
    September 30, 2019
	 	 
	 	EXECUTIVE
	 	 
	 	/s/
    Norman E. Snyder
	 	Norman
    E. Snyder
	 	Date:
    September 30, 2019


 


[Signature
page to Employment Agreement]


 




    	14



    	 



    

 


Exhibit
A


 


FORM
OF RELEASE


 


KNOW
ALL MEN BY THESE PRESENTS: That the undersigned, (“Executive”), on behalf of himself and his heirs, legal representatives,
administrators, executors, successors and assigns, and each of them, for good and valuable consideration received as set forth
in the Employment Agreement dated as of , 2019 (the “Employment Agreement”) between Reed’s, Inc., a Delaware
corporation (the “Company”), does hereby unconditionally, knowingly, and voluntarily release and forever discharge
the Company, and its present and former related companies, subsidiaries and affiliates, and all of their present and former executives,
officers, managers, directors, owners, members, shareholders, partners, employees, agents, and attorneys, including in their individual
capacity, and each of its and their successors and assigns (hereinafter collectively the “Released Parties”),
from any and all known or unknown claims, demands, actions or causes of action that now exist or may arise in the future, based
upon events occurring or omissions on or before the date of the execution of this Release, including, but not limited to any and
all claims whatsoever pertaining in any way to Executive’s employment at the Company or with any of the Released Parties
or the termination of Executive’s employment, including, but not limited to, any claims under: (1) the Americans with Disabilities
Act; the Family and Medical Leave Act; Title VII of the Civil Rights Act; 42 U.S.C. Section 1981; the Older Workers Benefit Protection
Act; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the Employee Retirement Income Security
Act of 1974; the Civil Rights Act of 1866, 1871, 1964, and 1991; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the
Vietnam Veteran’s Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; and the Immigration Reform
and Control Act of 1986; and any and all other federal, state, local or foreign laws, statutes, ordinances, or regulations pertaining
to employment, discrimination or pay; (2) any state tort law theories under which an action could have been brought, including,
but not limited to, claims of negligence, negligent supervision, training and retention or defamation; (3) any claims of alleged
fraud and/or inducement, or alleged inducement to enter into this Release; (4) any and all other tort claims; (5) all claims for
attorneys’ fees and costs; (6) all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages
of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employee benefits; (7)
any and all claims whatsoever arising under any of the Released Parties’ express or implied contract or under any federal,
state, local, or foreign law, ordinance, or regulation, or the Constitution of any State or the United States; (8) any and all
claims whatsoever against any of the Released Parties for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation
or for any damages, fees, costs, or benefits, in each case, except to the extent Executive has vested rights in any of the same;
and (9) any and all claims whatsoever to reinstatement (collectively, the “Released Claims”); provided, however,
that, notwithstanding anything to the contrary contained herein, this Release shall not cover and the Released Claims shall extend
to any rights or claims, if any, of Executive (A) as a holder of equity interests in the Company, (B) to indemnification or advancement
of expenses, (C) under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (D) under any profit-sharing and/or
retirement plans or benefits in which Executive has vested rights, or (E) under Section 7 of the Employment Agreement. Executive
also intends that this Release operate as a general release of any and all claims to the fullest extent permitted by law and a
waiver of all unknown claims of the type being released hereunder.


 




    	15



    	 



    

 


Notwithstanding
the provisions of any state statute in effect that provides that 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, and for the purpose of implementing a full and complete release
and discharge of all Releasees with respect to claims in all jurisdictions, Executive expressly acknowledges that this is intended
to include not only claims that are known, anticipated, or disclosed, but also claims that are unknown, unanticipated, and undisclosed.


 


Executive
acknowledges that the Severance Amount and the COBRA Payment are in addition to anything of value to which Employee already is
entitled from the Company and constitutes good and valuable consideration for this Release.


 


Executive
represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file,
a complaint, charge, or lawsuit against any member of the Released Parties regarding any of the claims released herein. If, notwithstanding
this representation and warranty, the Executive has filed or files such a complaint, charge, or lawsuit, he agrees that he shall
cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining
dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Released
Parties against whom he has filed such a complaint, charge, or lawsuit. This paragraph shall not apply, however, to a claim of
age discrimination under the ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity
Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any claims relating to the
Executive’s employment with Company, the Executive agrees that he shall not be entitled to recover any monetary damages
or any other remedies or benefits as a result and that this Release and Section 7 of the Employment Agreement will control as
the exclusive remedy and full settlement of all such claims by the Executive.


 


Executive
agrees not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning the Released Parties;
the products, services or programs provided or to be provided by the Released Parties; the business affairs or the financial condition
of the Released Parties; or the circumstances surrounding Executive’s employment and/or termination of employment from Company.
Company agrees to cause its executive and senior management teams not to take any action, or encourage others to take any action,
to disparage or criticize Executive. The Company agrees to instruct its personnel not to take any action, to disparage or criticize
Executive.


 


Executive
acknowledges that he has been given the opportunity to review and consider this Release for twenty-one (21) days from the date
he received a copy. If he elects to sign before the expiration of the twenty-one (21) days, Executive acknowledges that he will
have chosen, of his own free will without any duress, to waive his right to the full twenty-one (21) day period. Executive may
revoke this Release after signing it by giving written notice to the Company’s Board of Directors, within seven (7) days
after signing it (the “Revocation Period”). This Release, provided it is not revoked, will be effective on the eighth
(8th) day after execution. The Executive acknowledges and agrees that if he revokes this Release during the Revocation Period,
this Release will be null and void and of no effect, and neither the Company nor any other Released Party will have any obligations
to pay the Executive the amounts under Section 7 of the Employment Agreement.


 


Executive
acknowledges that he has consulted with an attorney prior to signing this Release and that he has no knowledge of any facts or
circumstances that give rise or could give rise to any claims under any of the laws listed in this Release.


 


Executive
is signing this Release knowingly, voluntarily and with full understanding of its terms and effects. Executive is signing this
Release of his own free will without any duress, being fully informed and after due deliberation. Executive voluntarily accepts
the consideration provided to him for the purpose of making full and final settlement of all claims referred to above. This Release
shall be governed by and construed in accordance with the laws of the State of Connecticut.


 




    	16