Exhibit
4.12


 


FORM
OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


	RIGHTS
    CERTIFICATE # [______] 	 	NUMBER
    OF RIGHTS: [______] 


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [______], 2018 (THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MACKENZIE PARTNERS, INC., AT
(212) 929-5500, (800) 322-2885 (TOLL FREE) OR VIA EMAIL AT RIGHTSOFFER@MACKENZIEPARTNERS.COM.


 


REED’S,
INC.


(Incorporated
under the laws of the State of Delaware)


 


SUBSCRIPTION
RIGHTS CERTIFICATE


 


Evidencing non-transferable Subscription Rights, each to purchase Units of Giggles N’ Hugs, Inc.,


each Unit consisting of one share of Common
Stock and 0.70 Warrant to purchase Common Stock


Subscription
Price: $[  ] per Unit


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON [  ], 2018, SUBJECT TO EXTENSION
OR EARLIER TERMINATION.


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon and is the owner of the number of subscription rights set forth
above. Each subscription right entitles the holder thereof to subscribe for and purchase one unit of Giggles N’ Hugs, Inc.,
a Nevada corporation, pursuant to the basic subscription right, on the terms and subject to the conditions set forth in the Prospectus
and the “Instructions as to Use of Giggles N’ Hugs, Inc. Subscription Rights Certificate” accompanying this
Rights Certificate. Each unit consists of one share of common stock, par value of $0.001, and 0.70 warrant . Each whole
warrant will be exercisable for one share of our common stock. Holders who fully exercise their basic subscription rights
are entitled to subscribe for additional units that remain unsubscribed, subject to proration and stock ownership limitations,
as described in the Prospectus pursuant to the over-subscription privilege. The subscription rights may be exercised by duly completing
Section 1 on the reverse side hereof and by returning the full payment of the subscription price. THE RIGHTS EVIDENCED BY NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS PROPERLY COMPLETED AND DULY SIGNED, WITH
A SIGNATURE MEDALLION GUARANTEE, IF APPLICABLE.


 


This
Rights Certificate is not valid unless countersigned by West Coast Transfer, Inc., the Subscription Agent.


 


WITNESS
the seal of Giggles N’ Hugs, Inc. and the signatures of its duly authorized officers.


 


Dated:
[______], 2018


 


Joey
Parsi, Chief Executive Officer


 


COUNTERSIGNED
AND REGISTERED:


 


By:


West
Coast Transfer Inc.


 




    	 	 	 



     


    

 





SECTION
1. EXERCISE OF RIGHTS TO PURCHASE


 


PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


The undersigned hereby represents, in connection
with this election, that the undersigned has not since the record date entered into any short sale or similar transaction with
respect to the common stock of Giggles N Hugs, Inc. You are required initially to pay for both the units subscribed for pursuant
to the basic subscription right and the over-subscription privilege. To subscribe for units pursuant to your basic subscription
right, please complete lines (a) and (c) below. To subscribe for additional units pursuant to your over-subscription privilege,
please also complete line (b).




 


	(a)	EXERCISE
    OF BASIC SUBSCRIPTION RIGHT:


 


	Basic
    Subscription Right:	 	X	$	=	$
	Number
    of Units	 	Subscription
    Price	 	Payment
    Enclosed


 


	(b)	EXERCISE
    OF OVER-SUBSCRIPTION PRIVILEGE: If you have exercised your basic subscription right in full, you may subscribe for additional
    units pursuant to your over-subscription privilege


 


	Over
    Subscription Privilege:	 	X	$	=	$
	Number
    of Units	 	Subscription
    Price	 	Payment
    Enclosed


 


	(c)	TOTAL
    AMOUNT OF PAYMENT ENCLOSED $ _______________


 


	METHOD
    OF PAYMENT (CHECK ONE):	 	[  ]	Cashier’s
    check, drawn on a U.S. Bank payable to “West Coast Transfer, Inc., as subscription agent for Giggles N’ Hugs,
    Inc.”; or
	 	 	 	 
	 	 	[  ]	 Wire
                                         transfer of immediately available funds directly to the account maintained by West Coast
                                         Stock Transfer, Inc., as subscription agent, for purposes of accepting subscriptions
                                         in this rights offering at Bank of America, N.A., 1340 Encinitas Blvd., Encinitas, CA
                                         92024, Credit: West Coast Stock Transfer, Inc. as subscription agent for Giggles N’
                                         Hugs Inc. Rights Offering, ABA Number: 026009593, SWIFT Number: BOFAUS3N, Account # 325083756739,
                                         for further credit to Giggles N’ Hugs Inc., and name of the registered holder. 






 




    	 	 	 



     


    

 





SECTION
2. SIGNATURE(S)


 


IMPORTANT:
THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE. IF YOU ARE SIGNING ON BEHALF OF A REGISTERED STOCKHOLDER OR ENTITY YOU MUST SIGN IN YOUR LEGAL
CAPACITY WITH YOUR SIGNATURE MEDALLION GUARANTEED. YOUR GUARANTOR (BANK/BROKER) WILL REQUIRE PROOF OF YOUR AUTHORITY TO ACT. CONSULT
YOUR GUARANTOR FOR THEIR SPECIFIC REQUIREMENTS. YOU OR YOUR GUARANTOR MAY ACCESS THE SECURITIES TRANSFER ASSOCIATION (STA) RECOMMENDED
REQUIREMENTS ON-LINE AT www.stai.org.


 


	 	 	APPLY
    MEDALLION GUARANTEE STAMP HERE
	 	 	 
	Signature(s)
    of Subscriber(s)	 	 
	 	 	 
	Names(s):	 	 	 
	 	 	 
	Capacity

        (Full
        Title):
	 	 	 
	 	 	 	 


 


OVERNIGHT
DELIVERY TO THE STREET ADDRESS BELOW BEST ENSURES RECEIPT BY THE EXPIRATION DATE.


 


Return
this statement to:


 


West
Coast Transfer Inc.


721
N. Vulcan Ave. Ste. 205


Encinitas,
CA 92024