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:
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 AGREEMENTEquity 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”).
Form of Lock-Up AgreementReborn Coffee, Inc. • April 19th, 2022 • Retail-eating places • New York
REBORN COFFEE, INC.Reborn Coffee, Inc. • January 16th, 2024 • 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.
PRE-PAID ADVANCE AGREEMENTAdvance 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.”
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”).
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 DocumentsCapax Inc. • July 3rd, 2017
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”).
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.Reborn Coffee, Inc. • February 29th, 2024 • 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.
