Exhibit 10.29


 


ROSENTHAL
& ROSENTHAL, INC.


1370
Broadway


New
York, NY 10018


 





	 	November
    24, 2021


 


Reed’s
Inc.


201
Merritt 7 Corporate Park


Norwalk,
CT 06851


 


Ladies
and Gentlemen:


 


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


 


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


 


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


 


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


 


2.
Section 1.17 is deleted in its entirety, and the following is added as a new Section 1.31(a):


 


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


 






    	 



     


    

 


3.
Section 2.1 is hereby amended and restated in its entirety so as to read as follows:


 


“Lender
shall, in its commercially reasonable discretion, make loans to Borrower from time to time, at Borrower’s request, which loans
in the aggregate shall not exceed the up to the lesser of (A) the Maximum Credit Facility; or (B) the Loan Availability, which means
(a) the Receivable Availability equal to up to eighty percent (80%) of the Net Amount of Eligible Receivables; plus (b) the Inventory
Availability, which means the lesser of (A) (i) up to sixty-five percent (65%) of the lower of cost or market value of Eligible Inventory
consisting of finished goods, but in no event more than up to eighty-five percent (85%) of the orderly appraised net liquidation value,
as set forth in an appraisal obtained at Borrower’s expense and issued by an appraiser satisfactory to Lender; plus (ii) the lesser
of (x) up to thirty-five percent (35%) of Eligible Inventory consisting of raw materials, but in no event more than up to eighty-five
percent (85%) of the net orderly liquidation value; or (y) one million dollars ($1,000,000), or (B) six million dollars ($6,000,000);
plus a Permitted Overadvance (the “Permitted Overadvance”) not to exceed (x) one million five hundred thousand dollars ($1,500,000)
provided that the Obligations are secured by the value of securities having a fair market value determined by Lender on the date of this
amendment of not less than two million dollars ($2,000,000) pledged to Lender by John J. Bello and Nancy E. Bello, as Co-Trustees of
THE JOHN AND NANCY BELLO REVOCABLE LIVING TRUST, under agreement dated December 3, 2012, held in account #1134-4851 at Charles Schwab
& Co., Inc., evidenced by that certain Pledge Agreement, and as to which Pledged Securities Lender has a first and only perfected
security interest by the Control Agreement in form and substance acceptable to Lender (the “Pledged Securities”),
plus (y) an additional two million five hundred thousand dollars ($2,500,000) provided that the Obligations are secured in the value
of additional and similarly Pledged Securities having a fair market value determined by Lender on the date of this Amendment of not less
than three million three hundred thousand ($3,300,000) and a limited personal guaranty of John J. Bello in form and substance acceptable
to Lender and further provided that the Permitted Overadvance of this Subsection (y) is paid in full to Lender not later than March 31,
2022, at which time said personal guaranty will be discharged and the amount of Pledged Securities may be reduced to that amount required
in Subsection (x) unless there then exists an Event of Default, minus such reserves as Lender may deem, in its sole discretion, to be
necessary from time to time.”


 


4.
Section 9.1 (11) is amended and restated in its entirety so as to read as follows:


 


“(11)
(a) if at any time the fair market value of the Pledged Securities as determined by Lender is less than one million seven hundred sixty-five
thousand dollars ( $1,765,000) and is not restored within three (3) business days to a value of two million dollars ($2,000,000) in substance
satisfactory to Lender for the Permitted Overadvance provided in Section 2.1(x) or (b) if at any time the fair market value of the Pledged
Securities as determined by Lender is less than three million three hundred thousand dollars ($3,300,000) and is not restored within
three (3) business days in substance satisfactory to Lender until the Permitted Overadvance provided in Section 2.1(y) is paid in full
as therein provided;


 


[Remainder
of Page Left Intentionally Blank-Signature Page Follows]


 




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


 


	 	Very
    truly yours,
	 	 
	 	ROSENTHAL
    & ROSENTHAL, INC.
	 	 	 
	 	By:	/s/
    Ian Brown
	 	 	Ian
    Brown, Vice President


 


Agreed:


 


	REED’S
    INC.	 
	 	 	 
	By:	/s/
    Norman E. Snyder, Jr.	 
	 	Norman
    E. Snyder, Jr., CEO	 


 





	By:	/s/
Thomas J. Spisak	 
	 	Thomas
    J. Spisak, CFO and Secretary	 


 


[Signature
Page to Amendment to Financing Agreement]