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 • April 19th, 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:
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”).
Form of Lock-Up AgreementLock-Up Agreement • April 19th, 2022 • Reborn Coffee, Inc. • Retail-eating places • New York
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”).
