EXHIBIT 4.1

     

    REED’S,
INC.

     

    2009
CONSULTANT STOCK PLAN

    


    As
Adopted February 13, 2009

    


    PURPOSE
OF PLAN

     

    WHEREAS, the purpose of this
2009 Consultant Stock Plan is to advance the interests of Reed’s, Inc. (the
“Company”) by helping the Company obtain and retain the services of persons
providing consulting services upon whose judgment, initiative, efforts or
services the Company is substantially dependent, by offering to or providing
those persons with incentives or inducements affording such persons an
opportunity to become owners of capital stock of the Company.

     

    TERMS AND CONDITIONS OF
PLAN

     

    1.           DEFINITIONS.

     

    Set forth below are definitions of
capitalized terms that are generally used throughout this Plan, or references to
provisions containing such definitions (capitalized terms whose use is limited
to specific provisions are not referenced in this Section):

     

    (a)         Affiliate - The term "Affiliate"
is defined as any person controlling the Company, controlled by the Company, or
under common control with the Company.

     

    (b)         Award - The term "Award" is
collectively and severally defined as any Award Shares granted under this
Plan.

     

    (c)         Award
Shares - The
term "Award Shares" is defined as shares of Common Stock granted by the Plan
Committee in accordance with Section 5 of this
Plan.

     

    (d)         Board
- The term "Board" is defined as the Board of Directors of the Company, as such
body may be reconstituted from time to time.

     

    (e)         Common Stock
- The term "Common Stock" is defined as the Company's common stock reserved for
issuance under this Plan.

     

    (f)          Company - The term "Company" is
defined as Reed’s, Inc., a Delaware corporation.

     

    (g)         Disposed
- The term "Disposed" (or the equivalent terms "Disposition" or "Dispose") is
defined as any transfer or alienation of an Award which would directly or
indirectly change the legal or beneficial ownership thereof, whether voluntary
or by operation of law, or with or without the payment or provision of
consideration, including, by way of example and not limitation: (i) the sale,
assignment, bequest or gift of the Award; (ii) any transaction that creates or
grants a right to obtain an interest in the Award; (iii) any transaction that
creates a form of joint ownership in the Award between the Recipient and one or
more other Persons; (iv) any Disposition of the Award to a creditor of the
Recipient, including the hypothecation, encumbrance or pledge of the Award or
any interest therein, or the attachment or imposition of a lien by a creditor of
the Recipient of the Award or any interest therein which is not released within
thirty (30) days after the imposition thereof; (v) any distribution by a
Recipient which is an entity to its stockholders, partners, co-venturers or
members, as the case may be, or (vi) any distribution by a Recipient which is a
fiduciary such as a trustee or custodian to its settlors or
beneficiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)       
   Eligible
Person - The term "Eligible Person" means any Person who, at a particular
time, is an employee, officer, director, consultant, independent contractor,
advisor, or other service provider of the Company or any Parent or Subsidiary of
the Company; provided that such services are not in connection with the offer
and sale of securities in a capital-raising transaction.

     

                       
(i)        
   Fair
Market Value - The term "Fair Market Value" means the fair market value
as of the applicable valuation date of the Award Shares, or other shares of
Common Stock, as the case may be (the "Subject Shares"), to be
valued as determined by the Plan Committee in its good faith judgment, but in no
event shall the Fair Market Value be less than the par value of the Subject
Shares.

     

    (j)         
  Person
- The term "Person" is defined, in its broadest sense, as any individual, entity
or fiduciary such as, by way of example and not limitation, individual or
natural persons, corporations, partnerships (limited or general),
joint-ventures, associations, limited liability companies/partnerships, or
fiduciary arrangements, such as trusts.

     

    (k)       
   Plan - The term "Plan" is
defined as this 2009 Consultant Stock Plan.

     

    (l)          
 Plan
Committee -
The term "Plan Committee" is defined as that Committee appointed by the Board to
administer and interpret this Plan as more particularly described in Section 3 of the
Plan; provided, however, that the term Plan
Committee will refer to the Board during such times as no Plan Committee is
appointed by the Board.

     

    (m)          Recipient
- The term "Recipient" is defined as any Eligible Person who, at a particular
time, receives the grant of an Award.

     

    (n)           Securities
Act - The
term "Securities Act" is defined as the Securities Act of 1933, as amended
(references herein to Sections of the Securities Act are intended to refer to
Sections of the Securities Act as enacted at the time of the adoption of this
Plan by the Board and as subsequently amended, or to any substantially similar
successor provisions of the Securities Act resulting from recodification,
renumbering or otherwise).

     

             2.          TERM OF
PLAN.

     

    This Plan shall be effective as of such
time and date as this Plan is adopted by the Board, and this Plan shall
terminate on the first business day prior to the ten (10) year anniversary of
the date this Plan became effective. All Awards granted pursuant to this Plan
prior to the effective date of this Plan shall not be affected by the
termination of this Plan and all other provisions of this Plan shall remain in
effect until the terms of all outstanding Awards have been satisfied or
terminated in accordance with this Plan and the terms of such
Awards.

     

    
      
        
        

      

      
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     3.           PLAN
ADMINISTRATION.

     

    (a)          Plan
Committee.

     

    (i)           The
Plan shall be administered and interpreted by a committee consisting of one (1)
or more members of the Board; provided, however, no member of the Board may
serve as a member of the Plan Committee if such person serves or served as a
member of the plan committee with respect to any plan (other than this Plan) of
the Company or its Affiliates which plan was or is established to comply with
the provisions of Rule 16b-3(c)(2)(i) to the Securities and Exchange Act of
1934, as amended (i.e., pertaining to the establishment of so-called "Section
16b-3 Plans"), and, by reason of such person's proposed service as a member of
the Plan Committee, such person would not be considered a "disinterested" person
within the meaning of said Rule with respect to such other plan.

     

    (ii)           Members
of the Plan Committee may resign at any time by delivering written notice to the
Board. Vacancies in the Plan Committee shall be filled by the Board. The Plan
Committee shall act by a majority of its members in office. The Plan Committee
may act either by vote at a meeting or by a written consent signed by all of the
members of the Plan Committee.

     

    (iii)           If
the Board, in its discretion, does not appoint a Plan Committee, the Board
itself will administer and interpret the Plan and take such other actions as the
Plan Committee is authorized to take hereunder; provided that the Board may take
such actions hereunder in the same manner as the Board may take other actions
under the Articles of Incorporation and bylaws of the Company
generally.

     

    (b)           Eligibility
of Plan Committee Members to Receive Awards. While serving on the Plan
Committee, such members shall not be eligible for selection as Eligible Persons
to whom an Award may be granted under the Plan.

     

    (c)           Power to
Make Awards. The
Plan Committee shall have the full and final authority in its sole discretion,
at any time and from time-to-time, subject only to the express terms, conditions
and other provisions of the Articles of Incorporation of the Company and this
Plan, and the specific limitations on such discretion set forth herein,
to:

     

    
      (i)
Designate
the Eligible Persons or classes of Eligible Persons eligible to receive Awards
from among the Eligible Persons;

    

     

    
      (ii)
Grant
Awards to such selected Eligible Persons or classes of Eligible Persons in such
form and amount (subject to the terms of the Plan) as the Plan Committee shall
determine;

    

     

    
      (iii)
Interpret
the Plan, adopt, amend and rescind rules and regulations relating to the Plan,
and make all other determinations and take all other action necessary or
advisable for the implementation and administration of the Plan;
and

    

     

    
      (iiii)
Delegate
all or a portion of its authority under subsections (i) and (ii) of this Section 3(c) to one
or more directors of the Company who are executive officers of the Company,
subject to such restrictions and limitations (such as the aggregate number of
shares of Common Stock that may be awarded) as the Plan Committee may decide to
impose on such delegate directors.

    

     

    In determining the recipient, form and
amount of Awards, the Plan Committee shall consider any factors deemed relevant,
including the recipient's functions, responsibilities, value of services to the
Company and past and potential contributions to the Company's profitability and
sound growth.

     

    
      
        
        

      

      
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    (d)           Interpretation
Of Plan. The Plan
Committee shall, in its sole and absolute discretion, interpret and determine
the effect of all matters and questions relating to this Plan. The
interpretations and determinations of the Plan Committee under the Plan
(including without limitation determinations pertaining to the eligibility of
Persons to receive Awards, the form, amount and timing of Awards, the methods of
payment for Awards, and the other terms and provisions of Awards and the
certificates or agreements evidencing same) need not be uniform and may be made
by the Plan Committee selectively among Persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such Persons are similarly
situated. All actions taken and all interpretations and determinations made
under this Plan in good faith by the Plan Committee shall be final and binding
upon the Recipient, the Company, and all other interested Persons. No member of
the Plan Committee shall be personally liable for any action taken or decision
made in good faith relating to this Plan, and all members of the Plan Committee
shall be fully protected and indemnified to the fullest extent permitted under
applicable law by the Company in respect to any such action, determination, or
interpretation.

     

    (e)           Compensation;
Advisors. Members
of the Plan Committee shall receive such compensation for their services as
members as may be determined by the Board. All expenses and liabilities incurred
by members of the Plan Committee in connection with the administration of the
Plan shall be borne by the Company. The Plan Committee may, with the approval of
the Board, employ attorneys, consultants, accountants, appraisers, brokers, or
other Persons, at the cost of the Company. The Plan Committee, the Company and
its officers and directors shall be entitled to rely upon the advice, opinions,
or valuations of any such Persons.

     

    4.           STOCK
POOL.

     

    (a)           Maximum
Number of Shares Authorized Under Plan. Shares of stock which may be
issued or granted under the Plan shall be authorized and unissued or treasury
shares of Common Stock. The aggregate maximum number of shares of Common Stock
which may be issued as a grant of Award Shares shall not exceed 100,000 shares
of Common Stock (the "Stock Pool").

     

    (b)           Date of
Award. The date
an Award is granted shall mean the date selected by the Plan Committee as of
which the Plan Committee allots a specific number of shares to a Recipient with
respect to such Award pursuant to the Plan.

     

    5.           AWARD
SHARES.

     

    (a)           Grant. The Plan Committee may from
time to time, and subject to the provisions of the Plan and such other terms and
conditions as the Plan Committee may prescribe, grant to any Eligible Person one
or more shares of Common Stock ("Award Shares") allotted by
the Plan Committee. The grant of Award Shares or grant of the right to receive
Award Shares shall be evidenced by either a written consulting agreement or a
separate written agreement confirming such grant, executed by the Company and
the Recipient, stating the number of Award Shares granted and stating all terms
and conditions of such grant.

     

    (b)           Purchase
Price and Manner of Payment. The Plan Committee, in its
sole discretion, may grant Award Shares in any of the following
instances:

     

    
      (i)           as a
"bonus" or "reward" for services previously rendered and compensated, in which
case the recipient of the Award Shares shall not be required to pay any
consideration for such Award Shares, and the value of such Award Shares shall be
the Fair Market Value of such Award Shares on the date of grant;
or

    

     

    
      
        
        

      

      
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      (ii)           as
"compensation" for the previous performance or future performance of services or
attainment of goals, in which case the recipient of the Award Shares shall not
be required to pay any consideration for such Award Shares (other than the
performance of his services).

    

     

    6.           ADJUSTMENTS.

     

    (a)           Subdivision
or Stock Dividend. If (i) outstanding shares of
Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
number of shares of Common Stock, if any, available for issuance in the Stock
Pool shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

     

    (b)           Adjustments
Determined in Sole Discretion of Board. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Plan Committee, whose determination in that
respect shall be final, binding and conclusive.

     

    7.           EMPLOYMENT
STATUS.

     

    In no event shall the granting of an
Award be construed as granting a continued right of employment to a Recipient if
such Person is employed by the Company, nor effect any right which the Company
may have to terminate the employment of such Person, at any time, with or
without cause, except to the extent that such Person and the Company have agreed
otherwise in writing.

     

    
      	
               
      

            	
              8.

            	
              AMENDMENT AND
      DISCONTINUATION OF PLAN; MODIFICATION OF
  AWARDS.

            


    

     

    (b)           Amendment,
Modification or Termination of Plan. The Board may amend the Plan
or suspend or discontinue the Plan at any time or from time-to-time; provided, however no such action may
adversely alter or impair any Award previously granted under this Plan without
the consent of each Recipient affected thereby.

     

    (b)           Compliance
with Laws. The
Plan Committee may at any time or from time-to-time, without receiving further
consideration from any Person who may become entitled to receive or who has
received the grant of an Award hereunder, modify or amend Awards granted under
this Plan as required to: (i) comply with changes in securities, tax or other
laws or rules, regulations or regulatory interpretations thereof applicable to
this Plan or Awards thereunder or to comply with stock exchange rules or
requirements.

     

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