CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Reed's, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as
FIRST: The name of the corporation is Reed's, Inc. (the "Corporation").
SECOND: The date on which the Corporation's original Certificate of Incorporation was filed with the Delaware
Secretary of State is September 7, 2001.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141
and 242 of the General Corporation Law of the State of Delaware adopted resolutions by unanimous written
consent effective as of August 26, 2004 to amend Article IV of the Certificate of Incorporate of the Corporation
to read in its entirety as follows:
1. This Corporation is authorized to issue 12,000,000 shares of its Capital Stock, which shall be divided into two
classes known as Common Stock and Preferred Stock, respectively.
2. The total number of shares of Common Stock which this Corporation is authorized to issue is 11,500,000,
with a par value of $.0001 per share. The total number of shares of Preferred Stock which this Corporation is
authorized to issue is 500,000, with a par value of $10.00 per share. The Preferred Stock may be issued from
time to time in one or more series. The Board of Directors of this Corporation is hereby authorized, within the
limitations and restrictions prescribed by law or stated in this Certificate of Incorporation, and by filing a
certificate pursuant to applicable law of the State of Delaware, to provide for the issuance of Preferred Stock in
series and (i) to establish from time to time the number of shares to be included in each such series; (ii) to fix the
voting powers, designations, powers, preferences and relative, participating, optional or
other rights of the shares of each such series and the qualifications, limitations or restrictions thereof, including but
not limited to, the fixing or a