LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is entered into as of June 3, 2005 between BUSINESS
ALLIANCE CAPITAL CORP., a Delaware corporation ( BACC ), with an office located at 800 Wilshire
Boulevard, Suite 700, Los Angeles, California 90017 and REED’S, INC., a Delaware corporation
( Borrower ), with its chief executive office located at 13000 South Spring Street, Los Angeles, CA 90061.
The parties agree as follows
DEFINITIONS AND CONSTRUCTION
Terms . As used in this Agreement, the following terms shall have the following
Accounts means, in addition to the definition of accounts in the Code, all presently existing and
hereafter arising accounts receivable, contract rights, health-care-insurance receivables, and all other forms of
obligations owing to Borrower arising out of the sale, lease, license or assignment of goods or other property, or
the rendition of services by Borrower, whether or not earned by performance, all credit insurance, guaranties,
and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's
Books relating to any of the foregoing.
Advances means all loans, advances and other financial accommodations by BACC to or on
account of the Borrower, including those under this Agreement.
Agreement means collectively this Loan and Security Agreement, any concurrent or subsequent
rider to this Loan and Security Agreement, and any extensions, supplements, amendments, addenda or
modifications to or in connection with this Loan and Security Agreement or any such rider.
Authorized Officer means any officer or other representative of Borrower authorized in a writing
delivered to BACC to transact business with BACC.
BACC means Business Alliance Capital Corp., its successors and assigns.
BACC Expenses means all of the following: costs and expenses (whether taxes, assessments,
insurance premiums or otherwise) required to be paid by Borrower under an