Management Change/Compensation Form 8 K

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

(d) On October 21, 2024, the board of directors of Reed's, Inc., a Delaware corporation ("Reed's"), upon recommendation from its governance committee, appointed Sam Van to serve as a member of its board of directors, to fill an existing vacancy, until his successor is elected and qualified, or until he resigns or is removed.

Mr. Van is an independent director designee of D&D Source of Life Holding LTD ("D&D"), Reed's largest stockholder. D&D's other director designees are Shufen Deng (non-independent) and Randle Lee Edwards (independent). D&D invested $3 million as the lead investor in Reed's PIPE transaction, which closed on March 25, 2023. As part of the PIPE transaction, Reed's and D&D entered into a shareholders agreement pursuant to which, among other provisions, Reed's agreed to support D&D's nomination of up to two board designees, one of which was required to be an independent director. Subsequently, pursuant D&D's SAFE investment in the amount of $3 million in Reed's on February 8, 2024, D&D was given the right to designate a second independent director. Pursuant to the SAFE, Reed's agreed to limit the size of its board to nine (9) unless an increase is separately approved by D&D's independent directors. Further, the parties agreed D&D's rights to designate the three directors will continue so long as D&D beneficially holds 25% or more of Reed's common stock.

There is no other arrangement or understanding between Mr. Van and any other person pursuant to which he was selected as a director. Mr. Van has not been named to any of the board's committees at this time. Mr. Van will be entitled to standard board compensation consisting of $50,000 per year (pro-rated for partial years), payable quarterly.

Mr. Van is not currently a participate in any other material plan, contract or arrangement with Reed's and has not received any grant or award pursuant to any such plan, contract or arrangement. Since the beginning fiscal 2023, there have not been any transactions, and there are not any currently proposed transactions, in which Reed's was, or is to be, a participant and in which Mr. Van had, or will have, a direct or indirect material interest.