0001213900-25-013054 Sample Contracts
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”).
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”).
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”).
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”).
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).
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.”