Form 8-K

8-K — REED'S, INC.

Accession: 0001493152-26-028280

Filed: 2026-06-11

Period: 2026-06-10

CIK: 0001140215

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 10, 2026

REED’S,

INC.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-32501

35-2177773

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

501

Merritt 7 PH

Norwalk,

Connecticut

06851

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (800) 997-3337

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)*

Name

of each exchange on which registered

Common

stock, $0.0001 par value per share

REED

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 10, 2026, Reed’s, Inc. (the “Company”)

held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the

Annual Meeting, the Company’s stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan (the “2026

Plan”), which was adopted by the Company’s Board of Directors, subject to stockholder

approval, on March 31, 2026. The 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.

The

material features of the 2026 Plan are described in the Company’s definitive proxy statement, filed with the U.S. Securities

and Exchange Commission on April 29, 2026 (the “Proxy

Statement”), which description is incorporated by reference herein. Additionally, the full

text of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The description

of the 2026 Plan in the Proxy Statement and the foregoing disclosure under Item 5.02(e) of this Current Report on Form 8-K are qualified

in their entirety by reference to the full text of the 2026 Plan.

Item

5.07 Submission of Matters to a Vote of Holders.

The

following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for and against

each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description

of each matter is contained in the Proxy Statement.

1. Election

of Directors

Name

For

Withhold

Broker

Non-Votes

Shufen Deng

7,069,234

5,595

1,035,603

Neal M. Cohane

7,069,872

4,957

1,035,603

Michael C. Tu

7,069,534

5,295

1,035,603

Sam Van

7,069,370

5,459

1,035,603

Rudolf J. M. Bakker

7,069,373

5,456

1,035,603

Each

of Shufen Deng, Neal M. Cohane, Michael C. Tu, Sam Van, and Rudolf J. M. Bakker were elected as directors to hold office until the Company’s

2027 annual meeting of stockholders and until their successors have been duly elected and qualified or such director’s earlier

death, resignation or removal.

2. Ratification

of Selection of Independent Registered Public Accounting Firm

For

Against

Abstentions

8,099,074

10,794

564

The

Company’s stockholders ratified the appointment of Weinberg & Company P.A. as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026.

3. Approval

of the 2026 Equity Incentive Plan

For

Against

Abstentions

Broker

Non-Votes

6,896,454

178,156

219

1,035,603

The

Company’s stockholders approved the 2026 Plan.

4. Non-Binding

Advisory Vote on the Compensation of the Company’s Named Executive Officers

For

Against

Abstentions

Broker

Non-Votes

7,068,913

5,756

160

1,035,603

The

Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers.

5. Non-Binding

Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s

Named Executive Officers

One

Year

Two

Years

Three

Years

Abstentions

Broker

Non-Votes

176,660

4,300

6,893,600

269

1,035,603

The

Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation of the Company’s

named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory

votes on named executive officer compensation will be held every three years until the next required advisory vote on the frequency of

stockholder advisory votes on the compensation of the Company’s named executive officers.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1+

Reed’s, Inc. 2026 Equity Incentive Plan.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

+ Indicates

management contract or compensatory plan.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Reed’s,

Inc.

Date:

June 11, 2026

By:

/s/

Douglas W. McCurdy

Douglas

W. McCurdy

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Reed’s,

Inc.

2026

Equity Incentive Plan

Adopted

by the Board of Directors: March 31, 2026

Approved

by the Stockholders: June 10, 2026

General.

(a)

Successor to Prior Plans. The Plan is the successor to the Prior Plans. As of the Effective Date, (i) no additional awards may be

granted under the Prior Plans; and (ii) all outstanding awards granted under the Prior Plans will remain subject to the terms of the

Prior Plans. All Awards granted under this Plan will be subject to the terms of this Plan.

(b)

Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants,

to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means

by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(c)

Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options;

(iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

(d)

Adoption Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective

Date.

Subject to the Plan.

(a)

Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization

Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 1,300,000 shares. In

addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common

Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2027 and ending on (and

including) January 1, 2036, in an amount equal to five percent (5%) of the total number of shares of Capital Stock outstanding on December

31 of the preceding year; provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for

such year will be a lesser number of shares of Common Stock.

(b)

Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as

necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant

to the exercise of Incentive Stock Options is 3,900,000 shares.

(c)

Share Reserve Operation.

(i)

Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common

Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at

all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards.

Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c)(3), NYSE

Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce

the number of shares available for issuance under the Plan.

(ii)

Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an

issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance

under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award

having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common

Stock); (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price

of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in

connection with an Award.

(iii)

Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant

to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available

for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency

or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise, strike

or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection

with an Award.

Eligibility

and Limitations.

(a)

Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

(b)

Specific Award Limitations.

(i)

Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent

corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

(ii)

Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant)

of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during

any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code)

or any Incentive Stock Options otherwise do not comply with the rules governing Incentive Stock Options, the Options or portions thereof

that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated

as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(iii)

Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive

Stock Option unless (1) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option

and (2) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv)

Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors

and Consultants who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule

405) unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards

are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution

requirements of Section 409A.

(c)

Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the

exercise of Incentive Stock Options is the number of shares specified in Section 2(b).

(d)

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual

for service as a Non-Employee Director with respect to any fiscal year, including Awards granted and cash fees paid by the Company to

such Non-Employee Director, will not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first appointed

or elected to the Board during such fiscal year, $1,000,000 in total value, in each case, calculating the value of any equity awards

based on the grant date fair value of such equity awards for financial reporting purposes. For avoidance of doubt, compensation will

count towards this limit for the fiscal year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Options

and Stock Appreciation Rights.

Each

Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive

Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option

designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock

Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated

in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,

that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement

or otherwise) to the substance of each of the following provisions:

(a)

Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten

years from the date of grant of such Award or such shorter period specified in the Award Agreement.

(b)

Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option

or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option

or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if

such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate

Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

(c)

Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice

of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the

Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict

the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment.

The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more

of the following methods of payment to the extent set forth in the Option Agreement:

(i)

by cash or check, bank draft or money order payable to the Company;

(ii)

pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that,

prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the

receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii)

by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant

free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not

exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of

the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery

would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are endorsed

or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant for any minimum

period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv)

if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce

the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date

of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable

thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash

or other permitted form of payment; or

(v)

in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

(d)

Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide

notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant

upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date

of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised

under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of

Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified

in the SAR Agreement.

(e)

Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such

additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board,

the following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly provided herein,

neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is an Incentive Stock

Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:

(i)

Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and

will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer

of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including

to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code

and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a

transfer and other agreements required by the Company.

(ii)

Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable

to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to

a domestic relations order.

(f)

Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined

by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or

an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g)

Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement

between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s

Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be

prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous

Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject

to the forfeited Award, or any consideration in respect of the forfeited Award.

(h)

Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i),

if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option

or SAR to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the

Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event

may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):

(i)

three months following the date of such termination if such termination is a termination without Cause (other than any termination

due to the Participant’s Disability or death);

(ii)

12 months following the date of such termination if such termination is due to the Participant’s Disability;

(iii)

18 months following the date of such termination if such termination is due to the Participant’s death; or

(iv)

18 months following the date of the Participant’s death if such death occurs following the date of such termination but during

the period such Award is otherwise exercisable (as provided in (i) or (ii) above).

Following

the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise

Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate,

and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the

terminated Award, or any consideration in respect of the terminated Award.

(i)

Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance

of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other

written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any

reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the

exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such

exercise would violate Applicable Law; or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate

the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar

month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the

last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period,

generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award be

exercised after the expiration of its maximum term (as set forth in Section 4(a)).

(j)

Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of

the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months

following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity

Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event

of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued or substituted,

(iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another

applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies

and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the

exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(k)

Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

Awards Other Than Options and

Stock Appreciation Rights.

(a)

Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined

by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation

of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(i)

Form of Award.

(1)

Restricted Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common

Stock subject to a Restricted Stock Award may be (A) held in book entry form subject to the Company’s instructions until such shares

become vested or any other restrictions lapse, or (B) evidenced by a certificate, which certificate will be held in such form and manner

as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder

of the Company with respect to any shares subject to a Restricted Stock Award.

(2)

RSU Awards: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock

that is equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured

creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement

of such Award and nothing contained in the Plan or any RSU Award Agreement, and no action taken pursuant to its provisions, will create

or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any

other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless

and until shares are actually issued in settlement of a vested RSU Award).

(ii)

Consideration.

(1)

Restricted Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order

payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services)

as the Board may determine and permissible under Applicable Law.

(2)

RSU Awards: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the

Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the

Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock

pursuant to the RSU Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in

a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in

settlement of the RSU Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under

Applicable Law.

(iii)

Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined

by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or

an Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv)

Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant

and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (1) the Company may receive through

a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted

Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement, (2) any portion

of his or her RSU Award that has not vested will be forfeited upon such termination, and (3) the Participant will have no further right,

title or interest in the Restricted Stock Award or RSU Award, the shares of Common Stock subject to or issuable pursuant to the Restricted

Stock Award or RSU Award, or any consideration in respect of the Restricted Stock Award or RSU Award.

(v)

Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any

shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

(vi)

Settlement of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof)

or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board

may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b)

Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved

during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance

Goals have been attained will be determined by the Board.

(c)

Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the

appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market

Value at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions

of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to

whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof)

to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

Adjustments

upon Changes in Common Stock; Other Corporate Events.

(a)

Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust:

(i) the class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share

Reserve may annually increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant to

the exercise of Incentive Stock Options pursuant to Section 2(b); and (iii) the class(es) and number of securities and exercise price,

strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination

shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common

Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit,

if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding

provisions of this Section.

(b)

Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of

the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture

condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation,

and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased

or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however,

that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or

forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but

contingent on its completion.

(c)

Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided

in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless

otherwise expressly provided by the Board at the time of grant of an Award.

(i)

Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving

or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute

similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to

the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company

in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s

parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)

may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose

to assume, continue or substitute the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution

will be set by the Board.

(ii)

Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation

(or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards,

then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service

has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),

the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will

be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the

Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior

to the effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the

effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards

will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will

accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending

on the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate

at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate

upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash

payment will be made no later than 30 days following the occurrence of the Corporate Transaction or such later date as required to comply

with Section 409A of the Code.

(iii)

Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation

or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for

such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons

other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate

Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not

terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(iv)

Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior

to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not

exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time,

to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including,

at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection

with such exercise.

(d)

Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed

to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company,

including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s

behalf with respect to any escrow, indemnities and any contingent consideration.

(e)

No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any

Award does not affect or restrict in any way the right or power of the Company, the Board or the stockholders of the Company to make

or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,

any Change in Control, any Corporate Transaction, any merger or consolidation of the Company, any issue of stock or of options, rights

or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the

Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation

of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether

of a similar character or otherwise.

Administration.

(a)

Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a

Committee or Committees, as provided in subsection (c) below.

(b)

Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)

To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award

will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need

not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment

pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each

such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not valued in whole

or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may

be earned and the timing of payment.

(ii)

To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its

administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award

Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii)

To settle all controversies regarding the Plan and Awards granted under it.

(iv)

To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest,

notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it

will vest.

(v)

To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation

of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than

normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price

of the Common Stock, including any Corporate Transaction, for reasons of administrative convenience.

(vi)

To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations

under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii)

To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will

be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before

amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the

affected Participant, and (2) such Participant consents in writing.

(viii)

To submit any amendment to the Plan for stockholder approval.

(ix)

To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not

limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to

any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights

under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant,

and (2) such Participant consents in writing.

(x)

Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests

of the Company and that are not in conflict with the provisions of the Plan or Awards.

(xi)

To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or

take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed

outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement

to ensure or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).

(xii)

To effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such

action, (1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding

Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under

the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash and/or (C)

other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted

accounting principles.

(c)

Delegation to Committee.

(i)

General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of

the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore

possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee

of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will

thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,

as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the

Committee or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all

of the powers previously delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may,

at any time, revest in the Board some or all of the powers previously delegated.

(ii)

Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that

is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two

or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying

the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption

to remain available.

(d)

Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in good

faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e)

Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do

one or more of the following to the extent permitted by Applicable Law: (i) designate recipients, other than Officers, of Awards, provided

that no person or body may be delegated authority to grant an Award to themself; (ii) determine the number of shares subject to such

Awards; and (iii) determine the terms of such Awards; provided, however, that the Board or Committee action regarding such delegation

will fix the terms of such delegation in accordance with Applicable Law, including without limitation Sections 152 and 157 of the Delaware

General Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Award granted pursuant

to this section will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee,

with any modifications necessary to incorporate or reflect the terms of such Award. Notwithstanding anything to the contrary herein,

neither the Board nor any Committee may delegate to any person or body (who is not a Director or that is not comprised solely of Directors,

respectively) the authority to determine the Fair Market Value.

Tax

Withholding.

(a)

Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll

and any other amounts payable to such Participant, and otherwise agrees to make adequate arrangements to satisfy, any Tax-Related Item

withholding obligations, if any, of the Company and/or an Affiliate that arise in connection with the grant, vesting, exercise or settlement

of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the

Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b)

Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole

discretion, satisfy any Tax-Related Item withholding obligation relating to an Award by any of the following means or by a combination

of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common

Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash;

(iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless

exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (vi) allowing the Participant

to enter into a “same day sale” commitment with a broker-dealer (including, without limitation, a commitment under a previously

established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act); or (vii) by such other method as

may be set forth in the Award Agreement.

(c)

No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty

or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has

no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period

in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder

of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an

Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or

any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation

and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors

regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each

Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is

at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue

Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting

an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors,

Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than

the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d)

Withholding Indemnification. The Company and/or its Affiliate may withhold or account for Tax-Related Items by considering statutory

or other withholding rates, including minimum or maximum rates applicable in a Participant’s jurisdiction. In the event of overwithholding,

the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) or,

if not refunded, the Participant may seek a refund from the local tax authorities. In the event of underwithholding, the Participant

may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or its Affiliate.

As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s

withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates,

each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates

to withhold the proper amount. Further, if the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock,

for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the Award, notwithstanding

that a number of the shares is held back solely for the purpose of paying the Tax-Related Items.

Miscellaneous.

(a)

Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including

shares repurchased by the Company on the open market or otherwise.

(b)

Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general

funds of the Company.

(c)

Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant

will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,

certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that

the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms

(e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant

documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the

Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d)

Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to,

any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of

the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records

of the Company.

(e)

No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in

connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an

Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate

at will (unless otherwise required under Applicable Law) and without regard to any future vesting opportunity that a Participant may

have with respect to any Award (i) the employment of an Employee with or without notice and with or without Cause, (ii) the service of

a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director

pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the U.S. state or non-U.S.

jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement

or any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company

or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition

of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued

under the terms of the Award Agreement and/or Plan.

(f)

Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services

for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company

and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after

the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a

corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become

payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting

or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to

any portion of the Award that is so reduced or extended.

(g)

Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional

documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes

or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s

request.

(h)

Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document

will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or

posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any

on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator.

The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by

the Company.

(i)

Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the

Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s

securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable

Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition,

the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or

appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash

or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a

Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive

termination” or any similar term under any plan of or agreement with the Company.

(j)

Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered

under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of

the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such

shares if the Company determines that such receipt would not be in material compliance with Applicable Law.

(k)

Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards

granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued,

or in the case of a Restricted Stock Award and similar awards, after the issued shares have vested, the holder of such shares is free

to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance

with the provisions herein, the terms of the Trading Policy and Applicable Law.

(l)

Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement,

shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits

under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company

expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(m)

Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common

Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also

establish programs and procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with the requirements

of Section 409A.

(n)

Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to

the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent

not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt

from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary

to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary

for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in

this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if

a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”

for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”

(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six

months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the

Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts

so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original

schedule.

(o)

Choice of Law. This Plan and any controversy arising out of or relating to this Plan

shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law

principles that would result in any application of any law other than the law of the State of Delaware.

10.

Covenants

of the Company.

The

Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the

Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards;

provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any

Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable

to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the

lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell

Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the

grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of

any Applicable Law.

11.

Severability.

all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such

unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid.

Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible,

be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while

remaining lawful and valid.

12.

Termination

of the Plan.

The

Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier

of: (i) the Adoption Date; or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under

the Plan while the Plan is suspended or after it is terminated.

13.

Definitions.

used in the Plan, the following definitions apply to the capitalized terms indicated below:

(a)

“Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee, as applicable.

(b)

“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of

the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at

which “parent” or “subsidiary” status is determined within the foregoing definition.

(c)

“Annual Meeting” means the first meeting of the Company’s stockholders held each calendar year at

which Directors are elected.

(d)

“Applicable Law” means the Code and any applicable U.S. and non-U.S. securities, exchange control, tax,

federal, state, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code,

edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating

organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(e)

“Award” means any right to receive Common Stock, cash or other property granted under the Plan (including

an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other

Award).

(f)

“Award Agreement” means a written or electronic agreement between the Company and a Participant evidencing

the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written

summary of the general terms and conditions applicable to the Award and which is provided, including through electronic means, to a Participant

along with the Grant Notice.

(g)

“Board” means the Board of Directors of the Company (or its designee). Any decision or determination made

by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision

or determination shall be final and binding on all Participants.

(h)

“Capital Stock” means each and every class of common stock of the Company, regardless of the number of

votes per share.

(i)

“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to,

the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company

through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,

large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares,

change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting

Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion

of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(j)

“Cause” has the meaning ascribed to such term in any written agreement between the Participant and the

Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any

of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude

under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in,

a fraud or act of dishonesty against the Company; (iii) such Participant’s material violation of any contract or agreement between

the Participant and the Company, the Company’s employment policies, or of any statutory or other duty owed to the Company; (iv)

such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (v) such Participant’s

gross misconduct; (vi) such Participant’s failure or refusal to comply with a material directive from the Board, the Participant’s

supervisor or, if applicable, the board of directors of any Affiliate; or (vii) such Participant’s breach of a fiduciary duty to

the Company. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause

will be made by the Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive

Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that the Continuous

Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have

no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(k)

“Change in Control” or “Change of Control” means the occurrence, in a single

transaction or in a series of related transactions, of any one or more of the following events:

(i)

any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the

combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the

Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof

or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the

primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the

level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage

threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing

the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result

of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any

additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then

outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be

deemed to occur;

(ii)

there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately

after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto

do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting

power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting

power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same

proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii)

there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets

of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated

assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which

are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities

of the Company immediately prior to such sale, lease, license or other disposition; or

(iv)

individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any

reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination

for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still

in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding

the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other

transaction effected exclusively for the purpose of changing the domicile of the Company and (B) the definition of Change in Control

(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the

foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control

or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect

to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described

in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate

Section 409A of the Code.

(l)

“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance

thereunder.

(m)

“Committee” means the Compensation Committee and any other committee of one or more Directors to whom authority

has been delegated by the Board or Compensation Committee in accordance with the Plan.

(n)

“Common Stock” means the common stock of the Company.

(o)

“Company” means Reed’s, Inc., a Delaware corporation.

(p)

“Compensation Committee” means the Compensation Committee of the Board.

(q)

“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate

to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors

of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will

not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is

treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either

the offer or the sale of the Company’s securities to such person.

(r)

“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether

as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service

to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such

service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will

not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering

services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered

to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the

Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted

by Applicable Law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether

Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer,

including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.

Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such

extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy

applicable to the Participant, or as otherwise required by Applicable Law. In addition, to the extent required for exemption from or

compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such

term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under

Treasury Regulations Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(s)

“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions,

of any one or more of the following events:

(i)

a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and

its Subsidiaries;

(ii)

a sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii)

a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)

a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common

Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the

merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

Notwithstanding

the foregoing or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale of assets, merger or other

transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Corporate Transaction

(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the

foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Corporate Transaction

or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect

to any nonqualified deferred compensation that becomes payable on account of the Corporate Transaction, the transaction or event described

in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate

Section 409A of the Code.

(t)

“determine” or “determined” means as determined by the Board or the Committee

(or its designee) in its sole discretion.

(u)

“Director” means a member of the Board.

(v)

“Disability” means, with respect to a Participant, such Participant is unable to engage in any substantial

gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which

has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code,

and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(w)

“Effective Date” means the date of the Annual Meeting in 2026, provided this Plan is approved by the Company’s

stockholders at such meeting.

(x)

“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director,

or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(y)

“Employer” means the Company or the Affiliate of the Company that employs the Participant.

(z)

“Entity” means a corporation, partnership, limited liability company or other entity.

(aa)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

(bb)

“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section

13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary

of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding

securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities

pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the

Company in substantially the same proportions as their Ownership of stock of the Company, or (v) any natural person, Entity or “group”

(within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly,

of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(cc)

“Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common

Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

(i)

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be

the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading

in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)

If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing

selling price on the last preceding date for which such quotation exists.

(iii)

In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined

by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(dd)

“Governmental Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality,

district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental

or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency

or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and

any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority;

or (iv) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory

Authority).

(ee)

“Grant Notice” means the notice provided to a Participant that he or she has been granted an Award under

the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common

Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms

applicable to the Award.

(ff)

“Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to

be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(gg)

“Materially Impair” means any amendment to the terms of the Award that materially adversely affects the

Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired

by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair

the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the

Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option

or SAR that may be exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the

Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified

status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring

the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(hh)

“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company

or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered

as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under

Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess

an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in

a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered

a “non-employee director” for purposes of Rule 16b-3.

(ii)

“Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify

as an Incentive Stock Option.

(jj)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange

Act.

(kk)

“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock

granted pursuant to the Plan.

(ll)

“Option Agreement” means a written or electronic agreement between the Company and the Optionholder evidencing

the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing

the written summary of the general terms and conditions applicable to the Option and which is provided including through electronic means,

to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.

(mm)

“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such

other person who holds an outstanding Option.

(nn)

“Other Award” means an award based in whole or in part by reference to the Common Stock which is granted

pursuant to the terms and conditions of Section 5(c).

(oo)

“Other Award Agreement” means a written or electronic agreement between the Company and a holder of an

Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and

conditions of the Plan.

(pp)

“Own,” “Owned,” “Owner,” “Ownership”

means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or

to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,

understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with

respect to such securities.

(qq)

“Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan

or, if applicable, such other person who holds an outstanding Award.

(rr)

“Performance Award” means an Award that may vest or may be exercised or a cash award that may vest or become

earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the

terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted by Applicable

Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance

Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference

to, or otherwise based on, the Common Stock.

(ss)

“Performance Criteria” means the one or more criteria that the Board will select for purposes of establishing

the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be

based on any one of, or combination of, the following as determined by the Board: earnings (including earnings per share and net earnings);

earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return;

return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including

gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales

or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working

capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance;

debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating

profit; growth of net income or operating income; billings; financing; stockholder liquidity; corporate governance and compliance; intellectual

property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management;

partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations,

analysts and communication; implementation or completion of projects or processes; employee retention; strategic partnerships or transactions

(including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution

and sale of the Company’s products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other

similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected

by the Board or Committee whether or not listed herein.

(tt)

“Performance Goals” means, for a Performance Period, the one or more goals established by the Board for

the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one

or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one

or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award

Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance

Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals

for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects;

(3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments

to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently”

as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;

(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance

Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock by reason of any

stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange

of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude

the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred

in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles;

and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting

principles. In addition, the Board may establish or provide for other adjustment items in the Award Agreement at the time the Award is

granted or in such other document setting forth the Performance Goals at the time the Performance Goals are established. The Board retains

the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the

manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria

may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms

of a Performance Award.

(uu)

“Performance Period” means the period of time selected by the Board over which the attainment of one or

more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award.

Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(vv)

“Plan” means this Reed’s, Inc. 2026 Equity Incentive Plan, as amended from time to time.

(ww)

“Plan Administrator” means the person, persons, and/or third-party administrator designated by the Company

to administer the day to day operations of the Plan and the Company’s other equity incentive programs.

(xx)

“Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous

Service within which an Option or SAR is exercisable, as specified in Section 4(h).

(yy)

“Prior Plans” means the Reed’s, Inc. 2020 Equity Incentive

Plan, as amended from time to time and the Second Amended and Restated 2017 Incentive Compensation Plan.

(zz)

“Prospectus” means the document containing the Plan information specified in Section 10(a) of the Securities

Act.

(aaa)

“Restricted Stock Award” or “RSA” means an Award of shares of Common Stock which

is granted pursuant to the terms and conditions of Section 5(a).

(bbb)

“Restricted Stock Award Agreement” means a written or electronic agreement between the Company and a holder

of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement

includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions

applicable to the Restricted Stock Award and which is provided including by electronic means, to a Participant along with the Grant Notice.

Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ccc)

“RSU Award” or “RSU” means an Award of restricted stock units representing the

right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(ddd)

“RSU Award Agreement” means a written or electronic agreement between the Company and a holder of an RSU

Award evidencing the terms and conditions of an RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award

and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided

including by electronic means, to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and

conditions of the Plan.

(eee)

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in

effect from time to time.

(fff)

“Rule 405” means Rule 405 promulgated under the Securities Act.

(ggg)

“SAR Agreement” means a written or electronic agreement between the Company and a holder of a SAR evidencing

the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written

summary of the general terms and conditions applicable to the SAR and which is provided, including by electronic means, to a Participant

along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.

(hhh)

“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(iii)

“Section 409A Change in Control” means a change in the ownership or effective control of the Company, or

in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury

Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(jjj)

“Securities Act” means the Securities Act of 1933, as amended.

(kkk)

“Share Reserve” means the number of shares available for issuance under the Plan as set forth in Section

2(a).

(lll)

“Stock Appreciation Right” or “SAR” means a right to receive the appreciation

on Common Stock that is granted pursuant to the terms and conditions of Section 4.

(mmm)

“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding

capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,

at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening

of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company

or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or

capital contribution) of more than 50%.

(nnn)

“Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on

account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan and legally applicable

or deemed applicable to the Participant.

(ooo)

“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the

Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(ppp)

“Trading Policy” means the Company’s policy permitting certain individuals to sell Company shares

only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber

Company shares, as in effect from time to time.

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v3.26.1

Cover

Jun. 10, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 10, 2026

Entity File Number

001-32501

Entity Registrant Name

REED’S,

INC.

Entity Central Index Key

0001140215

Entity Tax Identification Number

35-2177773

Entity Incorporation, State or Country Code

Entity Address, Address Line One

501

Merritt 7 PH

Entity Address, City or Town

Norwalk

Entity Address, State or Province

Entity Address, Postal Zip Code

06851

City Area Code

(800)

Local Phone Number

997-3337

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

stock, $0.0001 par value per share

Trading Symbol

REED

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

Entity Information, Former Legal or Registered Name

Not

Applicable

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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