[FORM
OF BENEFICIAL OWNER ELECTION FORM ]

     

    FORM
OF BENEFICIAL OWNER ELECTION

     

    The undersigned acknowledge(s)
receipt of your letter and the enclosed materials referred to therein relating
to the offering by Reed’s, Inc., a Delaware corporation (the “Company”) of subscription
rights (the “Rights”) to
purchase shares of the Company’s common stock (“Common Stock”), par value
$0.0001 per share (the “Rights
Offering”).

     

    With respect to any instructions to
exercise (or not to exercise) the Rights, the undersigned acknowledges that this
form must be completed and returned such that it will actually be received by
you by 5:00 p.m., New York City time, on
[           ], 2009, the
last business day prior to the scheduled expiration date of the Rights Offering
of [          ], 2009 (which
may be extended by the Company in its sole discretion).

     

    This will instruct you whether to
exercise Rights to purchase shares of the Common Stock distributed with respect
to the shares of the Common Stock held by you for the account of the
undersigned, pursuant to the terms and subject to the conditions set forth in
the Prospectus and the related Subscription Rights Certificates.

     

    Box 1.
o
• Please DO NOT EXERCISE RIGHTS for shares of Common Stock.

    
       

      Box 2.
 ̈
• Please EXERCISE RIGHTS for shares of Common Stock as set forth
below.

    

     

    The
number of Rights for which the undersigned gives instructions for exercise under
the Basic Subscription Rights should not exceed the number of Rights that the
undersigned is entitled to exercise.

     

    
      
        	 
      	 
      	
                
                  Number of Shares

                

              	 
      	
                Per Share

                
                  Subscription Price

                

              	 
      	
                
                  Payment

                

              
	 	 	 	 	 	 	 
	
                Basic
      Subscription Right

              	 
      	
                [_____] X

              	 
      	
                $[_____] =

              	 
      	
                $______ (Line 1)

              
	 	 	 	 	 	 	 
	
                Over-Subscription
      Right

              	 
      	
                [_____] X

              	 
      	
                $[_____] =

              	 
      	
                $______(Line 2)

              
	 	 	 	 	 	 	 
	 
      	 
      	
                Total Payment Required

              	 
      	 
      	 
      	
                $______

              
	 
      	 
      	 
      	 
      	 
      	 
      	
                (Sum
      of Lines 1 and 2 must equal total of amounts in Boxes 3 and
    4)

              


      

    

     

    Box 3.
 ̈ • Payment in the
following amount is enclosed $            .

     

    Box 4.
 ̈ • Please deduct
payment from the following account maintained by you as follows:

     

    
      
        
          
            
              
                
                  	
                          Type of Account:                                                                                               
      

                        
	
                          Account
      No.:                                                                                                      

                        
	
                          Amount to be deducted:             
      $                                                                     
      

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Signature:                                                                                                            
      

                        
	
                          Name:                                                                                                                  
      

                        
	
                          Title:                                                                                                                    
      

                        
	
                          Date:                               , 2009