This Promotional Shares Lock-In Agreement ("Agreement") is entered into as of the 7th day of January, 2005 by
and between Reed's, Inc., a Delaware corporation ("Company"), and Mark Harris ("Security Holder").
A. The Company has filed an application with the Securities Administrator of certain states ("Administrators") to
register certain of its Equity Securities for sale to public investors who are residents of those states
B. The Security Holder is the owner of shares of common stock and/or possesses convertible securities,
warrants, options or rights which may be converted into, or exercised to purchase shares of common stock of
Company, of which all (the "Promotional Shares") are the subject of this Agreement.
C. As a condition to Registration, the Company and Security Holder ("Signatories") agree to be bound by the
terms of this Agreement with respect to the Promotional Shares.
THEREFORE, the parties hereto agree as follows:
1. Security Holder agrees not to sell, pledge, hypothecate, assign, grant any option for the sale of, or otherwise
transfer or dispose of, whether or not for consideration, directly or indirectly, any of the Promotional Shares, and
all certificates representing stock dividends, stock splits, recapitalizations, and the like, that are granted to, or
received by, the Security Holder with respect to the Promotional Shares, while the Promotional Shares are
subject to this Agreement (collectively, the "Restricted Securities"). Beginning one year from the completion date
of this offering, two and one-half percent of the Restricted Securities may be released each quarter pro rata
among the Security Holders. All Restricted Securities shall be released from this Agreement on the anniversary of
the second year from the completion date of the public offering.
2. Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of the