Reborn Coffee, Inc. Sample Contracts
UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2022 • Reborn Coffee, Inc. • Retail-eating places • New York
The undersigned, Reborn Coffee, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2022 • Reborn Coffee, Inc. • Retail-eating places • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between Reborn Coffee, Inc., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
Reborn Coffee, Inc., And Securities Transfer Corporation, as Warrant Agent Warrant Agency Agreement Dated as of_________ 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 19th, 2022 • Reborn Coffee, Inc. • Retail-eating places • New York
WARRANT AGENCY AGREEMENT, dated as of ___________, 2022 (“Agreement”) between Reborn Coffee, Inc., a Delaware corporation (the “Company”), and Securities Transfer Corporation, a ___ corporation (the “Warrant Agent”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • February 12th, 2024 • Reborn Coffee, Inc. • Retail-eating places
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 12, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and REBORN COFFEE, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
INDENTURE Dated as of ____________, 20__ Between Reborn Coffee, Inc. as Issuer And as Trustee Debt SecuritiesIndenture • October 24th, 2023 • Reborn Coffee, Inc. • Retail-eating places • New York
INDENTURE dated as of __________, 20___, between Reborn Coffee, Inc., a Delaware corporation (the “Company”), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the “Trustee”).
PRE-PAID ADVANCE AGREEMENTPre-Paid Advance Agreement • February 12th, 2024 • Reborn Coffee, Inc. • Retail-eating places • New York
THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of February 12, 2024 is made by and between EF HUTTON YA FUND, LP, a Delaware limited partnership (the “Investor”), and REBORN COFFEE, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and REBORN COFFEE, INC., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2025 • Reborn Coffee, Inc. • Retail-eating places • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 6, 2025, by and between REBORN COFFEE, INC., a Delaware corporation, with its address at 580 N. Berry Street, Brea, CA 92821 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
Form of Lock-Up AgreementLock-Up Agreement • April 19th, 2022 • Reborn Coffee, Inc. • Retail-eating places • New York
REBORN COFFEE, INC.Securities Subscription Agreement • January 16th, 2024 • Reborn Coffee, Inc. • Retail-eating places • Delaware
This agreement (the “Agreement”) is entered into effective January 10, 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and Farooq Arjomand, a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,666,667 shares of the Company’s common stock $0.0001 par value per share (the “Shares”), for a Purchase Price (as defined in Section 1.1) of $0.60 per share.
SECURITY AGREEMENTSecurity Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places
This SECURITY AGREEMENT, dated as of February 10, 2025 (this “Agreement”), is among REBORN COFFEE, INC., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% original issue discount secured convertible debentures (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE 2026 1Convertible Security Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of REBORN COFFEE, INC., a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at 580 N. Berry Street, Brea, CA 92821, designated as its 10% Original Issue Discount Secured Convertible Debenture due _____2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT REBORN COFFEE, INC.Security Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible debenture in the principal amount of $______ to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debenture”), [HOLDER], a [Jurisdiction] [Type of entity] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from REBORN COFFEE, INC., a Delaware corporation (the “Company”), ________ shares of Common Stock (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant), at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2025, by and between REBORN COFFEE, INC., a Delaware corporation (the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the Company and the Investors, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EXCHANGE AGREEMENTExchange Agreement • November 29th, 2023 • Reborn Coffee, Inc. • Retail-eating places • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 28, 2023, is entered into by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and DRE, Inc., an Illinois corporation (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 19th, 2022 • Reborn Coffee, Inc. • Retail-eating places • Florida
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and between Capax Inc., a Florida corporation (the “Company” or the “Registrant”), Reborn Global Holdings, Inc., a California corporation (“RB”) and the selling stockholders of RB which are made a party hereto (each, an “RB Shareholder” and together with RB and the Company, the “Parties” and each, a “Party”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 2nd, 2022 • Reborn Coffee, Inc. • Retail-eating places
This agreement (this “Agreement”) is made effective January 25, 2022, between Reborn Coffee Inc. (previously known as “Capax Inc.”, the “Company”), Andrew Weeraratne (“AW”) and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation (“RB”), and together with AW and the Company, the “Parties” and each, a “Party”).
REBORN COFFEE, INC. AND BBANG SSAEM CO., LTD. SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 2nd, 2025 • Reborn Coffee, Inc. • Retail-eating places • California
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 8th, 2018 • Capax Inc. • Retail-eating places • Florida
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and between Capax Inc., a Florida corporation (the “Company” or the “Registrant”), Reborn Global Holdings, Inc., a California corporation (“RB”) and the selling stockholders of RB which are made a party hereto (each, an “RB Shareholder” and together with RB and the Company, the “Parties” and each, a “Party”).
Subscription DocumentsSubscription Agreement • July 3rd, 2017 • Capax Inc.
Capax Inc., a Florida corporation (the “Company”), is offering securities in the form of Class A common stock. The securities of the Company (“Securities” or the “Shares”) referred to herein are registered under the United States Securities Act of 1933, as amended (the “Act”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2025, between REBORN COFFEE, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 2nd, 2022 • Reborn Coffee, Inc. • Retail-eating places
This agreement (this “Agreement”) is made effective January 25, 2022, between Reborn Coffee Inc. (previously known as “Capax Inc.”, the “Company”), Andrew Weeraratne (“AW”) and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation (“RB”), and together with AW and the Company, the “Parties” and each, a “Party”).
REBORN COFFEE, INC.Securities Subscription Agreement • February 29th, 2024 • Reborn Coffee, Inc. • Retail-eating places • Delaware
This agreement (the “Agreement”) is entered into effective February 29, 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and Mr. Scott Lee (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase $1,000,001.25 worth of shares of the Company’s common stock $0.0001 par value per share (the “Common Stock”), as described herein.
REBORN COFFEE, INC.Securities Subscription Agreement • August 29th, 2024 • Reborn Coffee, Inc. • Retail-eating places • Delaware
This agreement (the “Agreement”) is entered into effective _______, 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and ______ (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase $______ worth of shares of the Company’s common stock $0.0001 par value per share (the “Common Stock”), as described herein.
GUARANTEEGuarantee • February 12th, 2025 • Reborn Coffee, Inc. • Retail-eating places • New York
GUARANTEE (the "Guarantee"), dated as of February 10, 2025, by the Guarantors (as defined below) in favor of the Purchasers (as defined below).
