REED · Reed's, Inc.

D&D Source of Life Holding Ltd. ("D&D"), participated in the Registrant's PIPE transaction.

The purchase price per share was $0.93.

Includes 232,108 shares of common stock issuable upon exercise of currently exercisable warrants.

Era Regenerative Medicine Ltd.("ERM") holds all the shares in D&D. Dai Siqi, currently the sole director of ERM, has sole voting and dispositive power over the securities of the Registrant held directly by D&D.

On December 31, 2024, the Reporting Person assigned and transferred ownership of all outstanding equity in D&D Source of Life Holding Ltd. ("D&D") to an entity controlled by an unaffiliated third party. Mrs. Deng does not have voting or dispositive control over the shares of common stock of the Issuer held by D&D and is not deemed to beneficially own the shares.

On November 19, 2024, the Registrant and D&D Source of Life Holding, Ltd ("D&D) entered into an Exchange Agreement, whereby D&D exchanged all obligations due under outstanding notes, for an aggregate of 22,478,074 shares of common stock of the Registrant.

The securities reported herein are held directly by D&D. Shufen Deng is the sole shareholder and director of D&D and may be deemed to beneficially own the securities reported herein.

Shufen Deng disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.

Includes 145,828 shares issuable upon exercise of warrant dated 5/25/2023.

The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP. The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023. This Form 4 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Includes 145,828 shares issuable upon exercise of warrant dated 5/25/2023.

The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP. The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023. This Form 4 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Reporting Person funded $300,000 to Issuer through a Simple Agreements for Future Equity ("SAFE") investment. The investment automatically converted at $1.50 per share upon completion of Issuer's Private Investment in Future Equity transaction.

Includes 58,555 shares underlying currently exercisable warrants and 20 shares underlying currently exercisable stock options. Does not include 359,949 shares beneficially owned that are indirectly held by Reporting Person.

Subscribed through automatic conversion of Simple Agreement for Future Equity ("SAFE") investment for the amount of $796,808.

Includes 145,828 shares issuable upon exercise of warrant dated 5/25/2023.

The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP. The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023.. This Form 4 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein.

Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Non-qualified stock options to purchase 17,334 shares of common stock vest immediately. Non-qualified stock options to purchase 1,243, 1,237 and 1,234 vest on March 28, 2025, March 28, 2026 and March 28, 2027, respectively, subject to satisfaction of performance based criteria. Non-qualified stock options to purchase 902, 1,237, 1,237, and 1,237 shares of common stock vest on September 16, 2024, March 31, 2025, March 31, 2026 and March 31, 2027, respectively.

Included in Table II, 5,209 shares of common stock underlying non-qualified stock options granted under the Registrant's 2024 Inducement Plan, which are currently exercisable or will be exercisable within 60 days

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Includes shares from Item 1.

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Non-qualified Stock Options to purchase 36,980 shares of common stock vest immediately. Non-qualified stock options to purchase 612 shares of common stock vest on September 16, 2024, respectively. Non-qualified stock options to purchase 1,403 shares of common stock vest on September 16, 2024, subject to satisfaction of performance based criteria.

Included in Table II, 17,334 shares of common stock underlying non-qualified stock options currently exercisable or exercisable within 60 days granted under the Registrant's 2024 Inducement Plan on March 22, 2024.

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Includes shares from Item 1 and 9,691 shares issuable upon exercise of other outstanding stock options that are currently exercisable or exercisable within 60 days.

Included in Table II, 37,605 shares of common stock underlying non-qualified stock options currently exercisable or exercisable within 60 days granted under the Registrant's 2024 Inducement Plan.

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Includes shares described in Item 1, 28,152 shares underlying other outstanding stock options that are currently exercisable or exercisable within 60 days and 2,856 shares underlying currently exercisable warrants.

Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

Non-qualified stockqualified stock options to purchase 5,209 shares of common stock vest immediately.Non-qualified stock options to purchase 2,974, 2,727 and 2,727 vest on March 28, 2025, March 28, 2026 and March 28, 2027, respectively, subject to satisfaction of performance based criteria. Non-qualified stock options to purchase 2,727, 2,727, and 2,727 shares of common stock vest on May 1, 2025, May 1, 2026 and May 1, 2027 respectively.

Reporting Person funded $300,000 to Issuer through a Simple Agreements for Future Equity ("SAFE") investment. The SAFE investment will convert into the next equity shares underlying SAFE, as it is expected to convert within 60 days.

The SAFE investment will convert into the next equity financing of Issuer on the same terms and conditions as investors in Issuer's next equity financing (expected within 60 days).

No expiration -mandatory conversion.

Calculation of underlying shares of 200,000 is an estimate based on the $1.50 cap and is subject to change depending on the pricing in the next equity financing.

Reporting Person's beneficial holdings held directly and indirectly outside of the Trust are not included in this Form 4 filing. Includes 38,685 shares issuable upon exercise of warrant dated 5/25/2023. Warrant contains 19.9% blocker which may be removed by holder upon 60 days' notice to issuer.

Inducement grant of restricted stock in connection with Mr. Burelson's acceptance of his offer to serve as CCO.

Reporting Person's beneficial holdings held directly and indirectly outside of the Trust are not included in this Form 4 filing. Includes 38,685 shares issuable upon exercise of warrant dated 5/25/2023. Warrant contains 19.9% blocker which may be removed by holder upon 60 days' notice to issuer.

Purchase in issuer's PIPE transaction at a price of $2.585 per share plus 1/5 warrant. Warrant containes 19.9% blocker which may be removed by holder upon 60 days notice to issuer.

Includes 38,685 shares issuable upon exercise of warrant dated 5/25/2023.

Reporting Person's beneficial holdings held directly and indirectly outside of the Trust are not included in this Form 4 filing.

Purchase in issuer's PIPE transaction at a price of $2.585 per share plus 1/5 warrant. Warrant containes 19.9% blocker which may be removed by holder upon 60 days notice to issuer.

Reporting Person's beneficial holdings held directly and indirectly outside of the Trust are not included in this Form 4 filing.

Purchase in issuer's PIPE transaction at a price of $2.585 per share plus 1/5 warrant. Warrant contains 19.9% blocker which may be removed by holder upon 60 days' notice to issuer.

The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Purchase in issuer's PIPE transaction at a price of $2.585 per share plus 1/5 warrant. Warrant contains 19.9% blocker which may be removed by holder upon 60 days' notice to issuer.

Includes 145,828 shares issuable upon exercise of warrants.

The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein.

Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein.

Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

Reporting Person's beneficial holdings held directly and indirectly outside of this partnership are not included in this Form 4 filing.

Reporting Person's beneficial holdings held directly and indirectly outside of this trust are not included in this Form 4 filing.

Non-employee director grant of RSAs, vesting in equal installments of 20,086 on each of August 1, 2022 and November 1, 2022 under the Reed's, Inc. 2020 Equity Incentive Plan, as amended. RSAs are subject to forfeiture prior to vesting.

Participation as purchaser in Registrant's private placement of common stock with 50% warrant coverage. Purchase price per share of common stock and warrant to purchase 1/2 share of common stock $0.3502.

Participation as purchaser in Registrant's private placement of common stock with 50% warrant coverage. Purchase price per share of common stock and warrant to purchase 1/2 share of common stock $0.3502.

Includes 656,438 shares issuable upon exercise of currently exercisable options.

Participation in Registrant's private placement of common stock with 50% warrant coverage. Purchase price per share of common stock and warrant to purchase 1/2 share of common stock $0.3502.

Includes 80,000 shares issuable upon exercise of currently exercisable options.

Participation in Registrant's private placement of common stock with 50% warrant coverage. Purchase price per share of common stock and warrant to purchase 1/2 share of common stock $0.3502.

Non-employee director grant of 80,344 RSAs, vesting in equal quarterly installments on each of February 4, 2022, May 1, 2022, Aug 1 2022 and November 1, 2022 under the Reed's, Inc. 2020 Equity Incentive Plan, as amended. RSAs are subject to forfeiture prior to vesting.

Non-employee director grant of 80,344 RSAs, vesting in equal quarterly installments on each of February 4, 2022, May 1, 2022, Aug 1 2022 and November 1, 2022 under the Reed's, Inc. 2020 Equity Incentive Plan, as amended. RSAs are subject to forfeiture prior to vesting.

Includes 80,000 shares issuable upon exercise of currently exercisable options.

Non-employee director grant of 80,344 RSAs, vesting in equal quarterly installments on each of February 4, 2022, May 1, 2022, Aug 1 2022 and November 1, 2022 under the Reed's, Inc. 2020 Equity Incentive Plan, as amended. RSAs are subject to forfeiture prior to vesting.

Includes 80,000 shares issuable upon exercise of currently exercisable option.

Non-employee director grant of 80,344 RSAs, vesting in equal quarterly installments on each of February 4, 2022, May 1, 2022, Aug 1 2022 and November 1, 2022 under the Reed's, Inc. 2020 Equity Incentive Plan, as amended. RSAs are subject to forfeiture prior to vesting.

Includes 80,000 shares issuable upon exercise of currently exercisable option.

Includes 224,716 shares issuable upon exercise of currently exercisable stock options

Includes 382,038 shares issuable upon exercise of currently exercisable options.

Reporting Person's beneficial holdings held directly and indirectly outside of this trust are not included in this Form 4 filing.