EXHIBIT
4.15


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of December 31, 2019, Reed’s, Inc.’s (“Reed’s,” the “Company,” “we,” “our,”
“us”) common stock, par value $0.0001 per share (“Common Stock”) was registered under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on The Nasdaq Capital Market
under the symbol “REED”.


 


DESCRIPTION
OF CAPITAL STOCK


 





The following is a summary
of the material terms of our common stock. This summary does not purport to be exhaustive and is qualified in its entirety by
reference to our certificate of incorporation, as amended (“Certificate”) and our amended and
restated bylaws, as further amended (“Bylaws”) and to the applicable provisions of Delaware law.


 


We are authorized to issue
100,000,000 shares of common stock, $0.0001 par value. Holders of common stock are each entitled to cast one vote for each share
held of record on all matters presented to shareholders. Cumulative voting is not authorized; the holders of a majority
of our outstanding shares of common stock may elect all directors. Holders of common stock are entitled to receive such dividends
as may be declared by our board out of funds legally available and, in the event of liquidation, to share pro rata in any distribution
of our assets after payment of liabilities. Our directors are not obligated to declare a dividend. It is not anticipated that
dividends will be paid in the foreseeable future. Holders of common stock do not have preemptive rights to subscribe to any additional
shares we may issue in the future. There are no conversion, redemption, sinking fund or similar provisions regarding the common
stock. All outstanding shares of common stock are fully paid and nonassessable.







 


As
of December 31, 2019, we had 47,545,207 shares of common stock issued and outstanding.


 


Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate  and Bylaws


 


We
are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), an anti-takeover
law. Subject to certain exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction
in which the person became an interested stockholder unless:


 


	 	●	prior
    to such date, the board of directors of the corporation approved either the business combination or the transaction which
    resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and also officers
    and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
    held subject to the plan will be tendered in a tender or exchange offer; or
	 	 	 
	 	●	on
    or after such date, the business combination is approved by the board of directors and authorized at an annual or special
    meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
    stock that is not owned by the interested stockholder.


 


For
purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in
a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “Interested
Stockholder” did own, 15% or more of the corporation’s voting stock.


 


In addition, our authorized
but unissued shares of common stock are available for our board to issue without stockholder approval. We may use these additional
shares for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of our authorized but unissued shares of common stock could render
more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or
other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt
that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market
price for the shares held by our stockholders. The board of directors is also authorized to adopt, amend or repeal our Bylaws
(provided, however, that no such adoption, amendment, or repeal shall be valid with respect to bylaw provisions which have been
adopted, amended, or repealed by the stockholders; and further provided, that bylaw provisions adopted or amended by the board
of directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders) which could delay,
defer or prevent a change in control.


 






    	 	 	 



     


    




 


We
are subject to the laws of Delaware on corporate matters, including their indemnification provisions. Section 102 of the DGCL
permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed
to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved
a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.


 


Section
145 of the DGCL, as the same exists or may hereafter be amended, provides that a Delaware corporation may indemnify any persons
who were, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact
that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation
by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity
may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director,
employee, or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.


 


Section
145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him
or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the
power to indemnify him or her under Section 145 of the DGCL.


 


Our Certificate
provides that, to the fullest extent permitted by Delaware law, as it may be amended from time to time, none of our directors
will be personally liable to us or our stockholders for monetary damages resulting from a breach of fiduciary duty as a director.
Our Certificate also provides discretionary indemnification for the benefit of our directors, officers and employees, to
the fullest extent permitted by Delaware law, as it may be amended from time to time. Pursuant to our Bylaws, we are required
to indemnify our directors, officers, employees and agents, and we have the discretion to advance his or her related expenses,
to the fullest extent permitted by law.


 


We do currently provide
liability insurance coverage for our directors and officers. We also have entered into indemnification agreements with certain
of our officers and directors.


 


Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may
be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.


 


Transfer
Agent and Registrar; Market Listing


 


The
transfer agent for the Company’s common stock is  Transfer Online, Inc., telephone (503) 227-2950. Our common stock is
listed on The Nasdaq Capital Market under the symbol “REED.”