0001019687-10-000735 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 22nd, 2010 • Reeds Inc • Bottled & canned soft drinks & carbonated waters • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2010, between Reed’s Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 22nd, 2010 • Reeds Inc • Bottled & canned soft drinks & carbonated waters

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 22, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on August 22, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reed’s Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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