exhibit 2. 1 binding offer to purchase april 16, 2022 messrs. alex spiro & mark murray jones soda co. 66 south hanford street seattle, wa 98134 dear sirs : re : offer from simply better brands corp. ( “ sbbc ” ) to undertake a business combination with jones soda co. ( “ jsc ” ) this letter ( “ letter ” ) sets forth binding principal terms and conditions of a proposed business combination between sbbc and jsc ( “ transaction ” ). subject to satisfaction or, where permitted, waiver of all conditions precedent in the definitive agreement ( defined below ), the transaction will be completed as describe in broad terms herein, will be carried out on substantially the basis set out herein. upon the execution by the parties to this letter, the parties acknowledge they are prepared to proceed with the transaction by, initially, setting out certain binding obligations ( “ binding provisions ” ) between and among the parties. the transaction will be conditional on, among other things : ( i ) appropriate tax advice ; ( ii ) mutual due diligence ; and ( iii ) the execution of a definitive agreement ( “ definitive agreement ” ) incorporating the terms set out herein and otherwise having terms and conditions customary for a transaction of the nature of the transaction. the parties agree and acknowledge that : ( i ) the agreements set out by this letter replaces and supersedes all other agreements among and between the parties ; ( ii ) any and all prior offers related to jsc are hereby rescinded ; and ( iii ) no offers in respect of a business combination or other agreement between jsc or its shareholders exist except under the terms and conditions hereof. all amounts expressed are in united sates dollars unless otherwise noted. if this letter is accepted, closing of the transaction will be subject to the conditions set out below, and upon satisfaction of those conditions, the negotiation of the definitive agreement, regulatory and corporate approvals and, if necessary, shareholder approval. 1. general structure 1. 1. general structure general structure the transaction will be structured as a share exchange involving all of the outstanding shares of jsc or some other form of structure whereby sbbc or a subsidiary of sbbc acquires all of the outstanding shares of jsc. the structure would be determined upon completion of the due diligence review and tax analysis by both jsc and sbbc and as reflected in the definitive agreement ( as defined herein ). only if