EXHIBIT 10.31







 


REED’s,
INC.


 


FORM
OF INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2019 between
REED’s, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS,
although the furnishing of liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities
has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher
premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business
enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters
that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate
of Incorporation of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled
to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws
and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to liability insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 




    	 



    	 



    

 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder; and


 


WHEREAS,
Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance
as adequate in the present circumstances, and may not be willing to serve as a director and/or officer without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be so indemnified; and


 


WHEREAS,
Indemnitee has or may have certain rights to indemnification and/or insurance provided by other entities and/or organizations
which Indemnitee and such other entities and/or organizations intend to be secondary to the primary obligation of the Company
to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material
condition to Indemnitee’s willingness to serve on the Board.


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director and/or officer from and after the date hereof,
the parties hereto agree as follows:


 


	1.	Indemnity
    of Indemnitee


 


The
Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended
from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a)
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of
the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with
such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable
cause to believe the Indemnitee’s conduct was unlawful.


 


(b)
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such
Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be
liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification
may be made.


 




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(c)
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time
to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter. If a reasonably competent counsel engaged to defend
solely the successfully resolved claim, issue or matter would have incurred an item of Expenses in defending the successfully
resolved claim, issue or matter that item of Expenses is covered irrespective of whether the item also benefited the defense of
an unsuccessfully resolved claim, issue or matter.


 


(d)
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds that
has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is
threatened to be made, a party to or a participant in any proceeding, then the Appointing Stockholder will be entitled to indemnification
hereunder for Expenses to the same extent as Indemnitee, but only to the extent that Indemnitee is or would be entitled to indemnification
hereunder in the same or any related action or proceeding, and provided that any such indemnification shall be subject to the
same limitations set forth herein with respect to Indemnitee.


 


	2.	Additional
    Indemnity


 


In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company
shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened
to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including,
without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation
that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated
to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth
in Sections 6 and 7 hereof) to be unlawful.


 




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	3.	Contribution


 


(a)
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or
completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such
settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)
Without diminishing or impairing the obligations of the Company set forth in this Agreement, including but not limited to the
obligations set forth in the preceding subparagraph and in Section 1, if, for any reason, Indemnitee shall elect or be required
to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall
contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees
of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than
Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand,
and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement
amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault of the Company
and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference
to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree
to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 


(c)
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought
by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 




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	4.	Indemnification
    for Expenses of a Witness


 


Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made
(or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


	5.	Advancement
    of Expenses


 


Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company
of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and
undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


	6.	Procedures
    and Presumptions for Determination of Entitlement to Indemnification


 


(a)
It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under
the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions
shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(b)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.
Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request
in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that,
such failure actually and materially prejudices the interests of the Company.


 






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(c)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the board: (1) by a majority vote of the disinterested directors, even though less than a quorum,
(2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than
a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel
in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by
the Board of Directors, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of
the board of directors of the Company who are not parties to the action, suit or proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d)
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the
Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board
of Directors. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company
a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the
Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection
which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(e)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure
of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that
Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 




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(f)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
(as hereinafter defined) in the course of their duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence.


 


(g)
If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in
good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided,
further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt
by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if appropriate, resolve
to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five
(75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within
fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within
sixty (60) days after having been so called and such determination is made thereat.


 


(h)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company
shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification
under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.


 




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(i)
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party
to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(j)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


	7.	Remedies
    of Indemnitee


 


(a)
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days
after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been
made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State
of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee
shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right
to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such
adjudication.


 


(b)
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo
trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 




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(d)
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages
for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained
by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition
of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if
requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to
the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action
brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


 


(f)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 


	8.	Non-Exclusivity;
    Survival of Rights; Insurance; Primacy of Indemnification; Subrogation


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders,
a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation,
Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 




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(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee,
agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms
hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


 


(c)
The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of
expenses and/or insurance provided by other entities and/or organizations (collectively, the “Fund Indemnitors”).
The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any
obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred
by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and
shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent
legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company
(or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund
Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against
the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees
that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee
has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.
The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section
8(c). For the avoidance of doubt, nothing in this Agreement or Section 8(c) limits or is intended to limit the obligations of
the Company’s directors and officer liability insurance provider, if any, to the Company pursuant to any policy of directors
and officers liability insurance paid for by the Company.


 


(d)
Except as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall
execute all papers required and take all action necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.


 


(e)
Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.


 




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(f)
Except as provided in paragraph (c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise.


 


	9.	Exception
    to Right of Indemnification


 


Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with
any claim made against Indemnitee:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that
the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above;


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law;


 


(c)
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or
(ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law; .


 


(d)
with respect to remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration
was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and
is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as
indicated in the last paragraph of this Section 9 below);


 


(e)
a final judgment or other final adjudication is made that Indemnitee’s conduct was in bad faith, knowingly fraudulent or
deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or


 


(f)
on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to
the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled.


 




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For
purposes of this Section 9, a final judgment or other adjudication may be reached in either the underlying proceeding or action
in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under
this Agreement.


 


Any
provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to
indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated
under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with
the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the
Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability
of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a
court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that
any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 


	10.	Duration
    of Agreement


 


All
agreements and obligations of the Company contained herein shall be effective during the period Indemnitee is an officer or director
of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue in effect at all times thereafter. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or
assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


	11.	Security


 


To
the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from
time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of
credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without
the prior written consent of the Indemnitee.


 


	12.	Enforcement


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an officer or director of the Company.


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 




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	13.	Definitions


 


For
purposes of this Agreement:


 


(a)
“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent
or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that such person is or was serving at the request of the Company.


 


(b)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(c)
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director,
officer, employee, agent or fiduciary.


 


(d)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding
to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection
with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for,
and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall
not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(e)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees
to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 




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(f)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in
which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer
or director of the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or
director of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether
or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated
by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.


 


	14.	Severability


 


The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights
to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such
provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


	15.	Modification
    and Waiver


 


No
supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


	16.	Notice
    By Indemnitee


 


Indemnitee
agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 


	17.	Notices


 


All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent:


 


	 	(a)	To
    Indemnitee at the address set forth below Indemnitee signature hereto.
	 	 	 
	 	(b)	To
    the Company at:
	 	 	 
	 	 	13000
    South Spring Street
	 	 	Los
    Angeles, CA 90061
	 	 	Attention:
    ____________


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.


 




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	18.	Counterparts


 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


	19.	Headings


 


The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


	20.	Governing
    Law, Consent to Jurisdiction, and Interpretation


 


This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery
Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in
the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent
such party is not otherwise subject to service of process in the State of Delaware, irrevocably the Corporation Trust Company
as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such
action or proceeding against such party with the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court,
and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has
been brought in an improper or inconvenient forum. Any interpretation or construction of this Agreement shall be made in accordance
with the intent of this Agreement as expressed in the first sentence of Section 6. Any ambiguity shall be interpreted in favor
of indemnification and advancement of expenses. Grants of indemnification and advancement of expenses shall be interpreted broadly.
Limitations on indemnification and advancement of expenses shall be interpreted narrowly.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first indicated above.


 


	 	COMPANY:
	 	 
	 	REED’s,
    INC.
	 	 	            
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	By:	 
	 	Name:
    	
	 	 	 
	 	Address: