[FORM
OF NOTICE TO BENEFICIAL STOCKHOLDERS OF COMMON STOCK]

     

    REED’S,
INC.

     

    NOTICE
TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES

    


    Up to
[            ]
Shares of Common Stock Issuable Upon

    Exercise
of Rights to Subscribe for Such Shares at
$[            ] per
Share

     

    Enclosed for your consideration is a
prospectus, dated
[                      ],
2009 (the “Prospectus”),
relating to the offering by Reed’s, Inc., a Delaware corporation (the “Company”) of subscription
rights (the “Rights
Offering”) to purchase shares of the Company’s common stock, par
value $0.0001 per share (“Common Stock”), by
stockholders of record (“Record
Date Stockholders”) as of 5:00 p.m., New York City time, on
[                 ],
2009 (the “Record
Date”).

     

    Pursuant to the offering, the Company
is issuing Rights to subscribe for up to [            ]
shares of the Company’s Common Stock, on the terms and subject to the conditions
described in the Prospectus. The Rights may be exercised at any time during the
subscription period, which commences on
[                   ],
2009 and ends at 5:00 p.m., New York City time, on
[                ],
2009, unless extended by the Company in its sole discretion (as it may be
extended, the “Expiration
Date”). The Common Stock is presently traded on the NASDAQ Capital Market
under the symbol “REED”.  The Rights are transferable and will be
listed for trading under the symbol “REEDR”during the course of this
offering.

     

    As described in the Prospectus,
Record Date Stockholders will receive one (1) Right for each share of
Common Stock owned on the Record Date.

    


    Each Right entitles the holder (the
“Rights Holders”) to
purchase: (i) one share of Common Stock at the subscription price of
$[            ] per
share a (the “Basic
Subscription Right”).

    


    Rights Holders who fully exercise
their Basic Subscription Right will be entitled to subscribe for additional
shares that remain unsubscribed as a result of any unexercised Basic
Subscription Right (the “Over-Subscription Right” and
together with the Basic Subscription Right, the “Rights”). Each
Over-Subscription Right entitles the holder to subscribe for an additional
amount equal to up to [_____]% of the shares of Common Stock for which such
holder was otherwise entitled to subscribe (calculated prior to the exercise of
any rights). If sufficient remaining shares of Common Stock are available, all
over-subscription requests will be honored in full. If requests for shares of
Common Stock pursuant to the Over-Subscription Right exceed the remaining shares
of Common Stock available, the remaining shares of Common Stock will be
allocated pro-rata among Rights Holders who over-subscribe based on the number
of Rights then held. Rights may only be exercised for whole numbers of shares;
no fractional shares of Common Stock will be issued in the Rights
Offering.

     

    The Rights will be evidenced by
subscription certificates (the “Subscription
Certificates”).

     

    Enclosed are copies of the following
documents:

     

    
      	 
      	
              1.

            	
              Prospectus,
      dated
      [           ],
      2009; and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              2.

            	
              Beneficial
      Owner Election Form.

            


    

     

    THE MATERIALS ENCLOSED ARE BEING
FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR
ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY ONLY BE MADE BY
US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

     

    Accordingly, we request instructions
as to whether you wish us to elect to subscribe for any shares of Common Stock
to which you are entitled pursuant to the terms and subject to the conditions
set forth in the enclosed Prospectus. However, we urge you to read the
Prospectus carefully before instructing us to exercise any Rights. Your
instructions to us should be forwarded as promptly as possible in order to
permit us to exercise the Rights on your behalf in accordance with the
provisions of the offering. The Rights Offering will expire at 5:00 p.m.,
New York City time, on the Expiration Date. You will have no right to rescind
your subscription after receipt of your payment of the subscription price,
except as described in the Prospectus. Rights not exercised at or prior to
5:00 p.m., New York City time, on the Expiration Date will
expire.

     

    If you
wish to have us, on your behalf, exercise your Rights for any shares of Common
Stock to which you are entitled, please so instruct us by completing, executing
and returning to us the Beneficial Owner Election Form included with this
letter.

     

    ANY
QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE
DIRECTED TO MACKENZIE PARTNERS, INC., THE INFORMATION AGENT, TOLL-FREE AT THE
FOLLOWING TELEPHONE NUMBER: (800) 322-2885