[FORM
OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES]

     

    REED’S,
INC.

     

    NOTICE
TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES

     

    Up to
[            ]
Shares of Common Stock and

    Issuable
Upon

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

     

    This
letter is being distributed to broker-dealers, trust companies, banks and other
nominees in connection with 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
one share of Common Stock at the subscription price of
$[            ] per
share (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 400% 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 are evidenced by a subscription rights certificate (a “Subscription Certificate”)
registered in your name or the name of your nominee.

     

    We are
asking persons who hold shares of the Company’s Common Stock beneficially, and
who have received the Rights distributable with respect to those shares through
a broker-dealer, trust company, bank or other nominee, to contact the
appropriate institution or nominee and request it to effect the transactions for
them.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If you
exercise the Over-Subscription Right on behalf of beneficial owners of Rights,
you will be required to certify to the Subscription Agent and the Company, in
connection with the exercise of the Over-Subscription Right, as to the aggregate
number of Rights that have been exercised pursuant to the Subscription Right,
whether the Rights exercised pursuant to the Basic Subscription Right on behalf
of each beneficial owner for which you are acting have been exercised in full
and the number of shares of Common Stock being subscribed for pursuant to the
Over-Subscription Right by each beneficial owner of Rights on whose behalf you
are acting.

     

    Enclosed
are copies of the following documents:

     

    
      	 
      	
              1.

            	
              Prospectus,
      dated
      [                      ],
      2009; and

            


    

     

    
      	 
      	
              2.

            	
              A
      form of letter which may be sent to beneficial holders of the Company’s
      Common Stock.

            


    

     

    Rights
not exercised at or prior to 5:00 p.m., New York City time, on the
Expiration Date will expire.

     

    Additional
copies of the enclosed materials may be obtained from the Information Agent,
Mackenzie Partners, Inc. toll-free at the following telephone number:
(800) 322-2885.

    


    NOTHING
HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY OTHER PERSON AN AGENT
OF THE COMPANY; THE DEALER-MANAGER, THE SUBSCRIPTION AGENT, THE INFORMATION
AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES
ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING,
EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.