[FORM
OF SUBSCRIPTION RIGHTS CERTIFICATE TO

    PURCHASE
RIGHTS FOR COMMON STOCK]

    


    
      	 
      	 
      	 
      
	
              RIGHTS
      CERTIFICATE #:

            	 
      	
              NUMBER
      OF RIGHTS

            


    

     

    THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE

    COMPANY’S
PROSPECTUS

    DATED
            ,
2009 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY

    REFERENCE.
COPIES OF

    THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM

    MACKENZIE
PARTNERS, INC.,

    THE
INFORMATION AGENT.

     

    REED’S,
INC.

    Incorporated
under the laws of the State of Delaware

     

    SUBSCRIPTION
RIGHTS CERTIFICATE

     

    Evidencing
Subscription Rights to Purchase Shares of Common Stock of Reed’s,
Inc.

     

    Subscription
Price: $[       ] per Share

     

    THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON
[                    ],
2009, UNLESS EXTENDED BY THE COMPANY

     

    REGISTERED

            OWNER:

     

    
      
        
          
            
              
                	
                        THIS
      CERTIFIES THAT the registered owner whose name is inscribed hereon is the
      owner of the number of subscription rights (“Rights”) set forth
      above. Each whole Right entitles the holder thereof to subscribe for and
      purchase one share of common stock, with a par value of $0.0001 per share
      (“Common Stock”),
      of Reed’s, Inc., a Delaware corporation at a subscription price of
      $[        ] per share (the “Basic Subscription
      Right”), pursuant to a rights offering (the “Rights Offering”), on
      the terms and subject to the conditions set forth in the Prospectus.
      Holders who fully exercise their Basic Subscription Right are entitled to
      subscribe for additional
      shares of Common Stock that remain unsubscribed for as a result of any
      unexercised Basic Subscription Right pursuant to the terms and conditions
      of the Rights Offering, subject to proration, as described in the
      Prospectus (the “Over-Subscription
      Right”). The Rights represented by this Subscription Rights
      Certificate may be exercised by completing Form 1 and any other
      appropriate forms on the reverse side hereof and by returning the full
      payment of the subscription price for each share of Common
      Stock.

                      


              

            

          

        

      

    

     

    This
Subscription Rights Certificate is not valid unless countersigned by the
subscription agent and registered by the registrar.

    Witness
the seal of Reed’s, Inc. and the signatures of its duly authorized
officers.

     

    Date:

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              [Chief
      Executive Officer

              and
      Principal Executive Officer]

            	 
      	 
      	 
      	
              [Executive
      Vice President]

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

     

    Delivery
other than in the manner or to the addresses listed below will not constitute
valid delivery.

     

    If delivering by
Hand/Mail/Overnight Courier:

    Continental
Stock Transfer & Trust Company

    17
Battery Place, 8th Floor

    New York,
NY 10004

    (212)
509-4000, x 536

     

    PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

                      
	 
      
	
                        To
      subscribe for shares pursuant to your Basic Subscription Right, please
      complete lines (a) and (c) and sign under Form 4 below. To
      subscribe for shares pursuant to your Over-Subscription Right, please also
      complete line (b) and sign under Form 4 below. To the extent you
      subscribe for more shares than you are entitled under either the Basic
      Subscription Right or the Over-Subscription Right, you will be deemed to
      have elected to purchase the maximum number of shares for which you are
      entitled to subscribe under the Basic Subscription Right or
      Over-Subscription Right, as applicable.

                      
	 
      
	
                        (a)
      EXERCISE OF BASIC SUBSCRIPTION RIGHT:

                      
	 
      
	
                        I
      apply for             
      shares x $ [            ]        = $            

                      
	
                          (no. of new shares)    (subscription price)    (amount enclosed)

                      
	 
      
	
                        (b)
      EXERCISE OF OVER-SUBSCRIPTION RIGHT

                      
	 
      
	
                        If
      you have exercised your Basic Subscription Right in full and wish to
      subscribe for additional shares in an amount equal to up to 400% of the
      shares of Common Stock for which you are otherwise entitled to subscribe
      pursuant to your Over-Subscription Right:

                      
	 
      
	
                        I
      apply for             shares
      x $ [            ]        = $            

                      
	
                          (no. of new shares)    (subscription price)    (amount enclosed)

                      
	 
      
	
                        (c)
      Total Amount of Payment Enclosed = $            

                      
	 
      
	
                        METHOD
      OF PAYMENT (CHECK ONE)

                      
	 
      	 
      
	
                         ̈

                      	
                          

                      	
                        Check
      or bank draft drawn on a U.S. bank, or postal telegraphic or
      express.

                      
	 
      	 
      
	
                         ̈

                      	
                          

                      	
                        Money
      order payable to
      “                                                         ,
      as Subscription Agent.” Funds paid by an uncertified check may take at
      least five business days to clear.

                      
	 
      	 
      
	
                         ̈

                      	
                          

                      	
                        Wire
      transfer of immediately available funds directly to the account maintained
      by                                     
      Continental Stock Transfer & Trust Company, as Subscription Agent, for
      purposes of accepting subscriptions in this Rights Offering at [            Bank],
      [Address], ABA #[            ],
      Account # [            ]
      [                ]
      FBO Reed’s, Inc.], with reference to the rights holder’s
    name.

                      
	 
      	 
      	 
      
	
                        FORM
      2-DELIVERY TO DIFFERENT ADDRESS

                      
	 
      
	
                        If
      you wish for the Common Stock underlying your subscription rights, a
      certificate representing unexercised subscription rights or the proceeds
      of any sale of subscription rights to be delivered to an address different
      from that shown on the face of this Subscription Rights Certificate,
      please enter the alternate address below, sign under Form 3 and have your
      signature guaranteed under Form 4.

                      
	 
      
	 
      
	 


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    FORM
      3-SIGNATURE

                  
	 
      
	
                    TO
      SUBSCRIBE: I acknowledge that I have received the Prospectus for this
      Rights Offering and I hereby irrevocably subscribe for the number of
      shares of Common Stock  indicated above on the terms and
      conditions specified in the Prospectus.

                  
	 
      	 
      
	
                    Signature(s):

                  	 
      


          

        

      

    

    


    
      
        
          
            
              	
                      IMPORTANT:
      The signature(s) must correspond with the name(s) as printed on the
      reverse of this Subscription Rights Certificate in every particular,
      without alteration or enlargement, or any other change
      whatsoever.

                    
	 
      
	
                      FORM
      4-SIGNATURE GUARANTEE

                    
	 
      
	
                      This
      form must be completed if you have completed any portion of Form
      2.

                    
	 
      
	
                      Signature Guaranteed:

                    	 
      
	
                      (Name
      of Bank or
Firm)

                    


            

          

        

      

    

    


    
      
        
          
            	
                    By:

                  	 
      
	
                    (Signature
      of Officer)

                  
	 
      
	
                    IMPORTANT:
      The signature(s) should be guaranteed by an eligible guarantor institution
      (bank, stock broker, savings & loan association or credit union)
      with membership in an approved signature guarantee medallion program
      pursuant to Securities and Exchange Commission Rule
    17Ad-15.

                  


          

        

      

    

     

    FOR
INSTRUCTIONS ON THE USE OF REED’S, INC. SUBSCRIPTION RIGHTS CERTIFICATES,
CONSULT MACKENZIE PARTNERS, INC., THE INFORMATION AGENT, AT (800)
322-2885.