Form 8-K

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-040493

Filed: 2026-04-06

Period: 2026-03-31

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0285264-8k_reborn.htm (Primary)

EX-4.1 — FORM OF FORBEARANCE WARRANT (ea028526401ex4-1.htm)

EX-10.1 — FORBEARANCE AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND THE ARENA INVESTORS DATED MARCH 31, 2026 (ea028526401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285264-8k_reborn.htm · Sequence: 1

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0001707910

2026-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

March 31, 2026

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41479

47-4752305

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

580 N. Berry Street, Brea, CA

92821

(Address of principal executive offices)

(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

per share

REBN

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

As previously reported, on February 6, 2025, Reborn

Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement with the purchasers named therein (the “Arena

Investors”), which was amended on March 28, 2025 and July 31, 2025 (as amended, the “Securities Purchase Agreement”).

In connection with the Securities Purchase Agreement, the Company issued 10% Original Issue Discount Secured Convertible Debentures to

the Arena Investors on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented from

time to time, the “Debentures”).

As previously reported, on October 20, 2025, the

Company entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Joeng (“Jeong”),

pursuant to which the Company issued 1,192,661 shares of common stock, par value $0.0001 per share (“Common Stock”) to Jeong

for an aggregate purchase price of $6,500,000 funded in multiple tranches.

Section 6(a) of the Debentures provides that,

at any time prior to the full repayment or full conversion of all amounts owed under the Debentures, the Company receives cash proceeds

from the issuance of equity, the Company shall inform the Arena Investors, whereupon the Arena Investors shall have the right to require

that the Company immediately apply up to thirty percent (30%) of the gross cash proceeds received from the applicable financing transaction

to redeem a portion of the outstanding principal amount of the Debentures. On February 19, 2026, the Arena Investors sent a letter to

the Company requesting that the Company pay to the Arena Investors thirty percent (30%) of the gross cash proceeds received from the October

Agreement, which the Arena Investors and the Company were in mutual discussion regarding the timing and manner of such payment to the

Arena Investors which caused a delay in payment to the Arena Investors (the “Specified Delay”).

On March 31, 2026, the Company and the Arena Investors

entered into a Forbearance Agreement (the “Forbearance Agreement”) whereby the Arena Investors would waive and forbear from any

exercise of their rights and remedies under the Securities Purchase Agreement, the Debentures and applicable law in connection with the

Specified Delay and waive any defaults or events of default which may exist and may be ongoing under the Debentures as of March 31, 2026.

In consideration of such forbearance and waiver, the Company agreed to: (i) make payment of $1,059,522 in cash to the Arena Investors

on or before April 6, 2026; (ii) make payment of $400,000 in cash to the Arena Investors on or before April 20, 2026; (iii) make payment

of $500,000 in cash to the Arena Investors on the sixth day of each month, beginning in May 2026, until the Debentures have been fully

paid off or converted; (iv) issue warrants to the Arena Investors to purchase 250,000 shares of Common Stock at an exercise price of $2.00

per share (the “Forbearance Warrants”); and (v) file a registration statement no later than five business days following the

filing of the Company’s Annual Report on Form 10-K covering the shares underlying the Forbearance Warrants and other common stock

purchase warrants issued to the Arena Investors on December 31, 2025.

The foregoing description of the Forbearance Agreement

and the Forbearance Warrants is qualified in its entirety by reference to the full text of the form of Forbearance Warrant and the Forbearance

Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and are incorporated

herein in their entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above in

this Current Report on Form 8-K relating to the issuance of the Forbearance Warrants is incorporated by reference herein in its entirety.

The Company has issued the Forbearance Warrants, and will issue the shares underlying the Forbearance Warrants, pursuant to the exemption

from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section

4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder. The Arena Investors are each an “accredited investor” as

such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer

to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration

or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No

Exhibit

4.1

Form of Forbearance Warrant

10.1†

Forbearance Agreement by and among Reborn Coffee, Inc. and the Arena Investors dated March 31, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

†

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

Dated: April 6, 2026

REBORN COFFEE, INC.

By:

/s/ Jay Kim

Name:

Jay Kim

Title:

Co-Chief Executive Officer

EX-4.1 — FORM OF FORBEARANCE WARRANT

EX-4.1

Filename: ea028526401ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER THIS SECURITY NOR THE SECURITIES

AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH

SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

REBORN COFFEE, INC.

Warrant Shares: [__]

Date of Issuance: [__], 2026 (“Issuance

Date”)

This COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] (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 an exercise price of $2.00 per share (the “Exercise Price”). This Warrant is issued by the Company as of the date

hereof in connection with that certain forbearance agreement dated [__], 2026, by and among the Company and the other parties thereto

(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Forbearance Agreement unless otherwise defined in the

body of this Warrant or in Section 15 below.

Section 1. Exercise of Warrant.

(a) Mechanics

of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part

at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of

the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the first Trading Day (the “Warrant

Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s

transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied

by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”

and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately

available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct

its transfer agent to) either (i) cause the Warrant Shares purchased hereunder to be transmitted by its transfer agent to the Holder by

crediting the account of the Holder’s or its designee’s balance account with the Depository Trust Company through its Deposit

or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (x) there

is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder,

or (y) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming

cashless exercise of the Warrants), or otherwise issue and deliver by overnight courier to the address as specified in the Exercise Notice,

a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of

Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such Common Stock in electronic format if requested

by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate (but not Rule 144) purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date

of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number

of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon

an exercise, then the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at

its own expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares

purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant

is exercised.

(b) Cashless

Exercise. If at any time after 180 days following [__], 2026 (“Registration Deadline”), there is no effective registration

statement registering, or no currently prospectus available for, the resale of the Warrant Shares by the Holder (a “Registration

Default”), then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section

1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) on a Trading Day

prior to the opening of “regular trading hours” (as defined in Rule 600(b)(77) of Regulation NMS promulgated under the federal

securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding

the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg

L.P. as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 1(a) or (iii) the VWAP on the date of the

applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered

pursuant to Section 1(a) after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon

exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a

cashless exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the Warrant Shares shall take on the characteristics of the Warrant being exercised, and the holding period of the Warrant Shares being

issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section

1(b).

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) the bid price of the Common Stock for

the time in question (or the nearest preceding date) on the Principal Market on which the Common Stock is then listed or quoted as reported

by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX

is not a Principal Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB

or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common

Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding

to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,

the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and the

Company, the fees and expenses of which shall be paid by the Company.

Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant

hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining

whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance

of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction

a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

(d) Holder’s

Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this

Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to

the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together

with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder

or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of

the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially

owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant

with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or

Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the

limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the

preceding sentence, for purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d)

of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely

responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated

above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For

purposes of this Section 1(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number

of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities

and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company

or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common

Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing

to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding at the time of the respective calculation

hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

(e) Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by an form of assignment, in a form that is reasonably acceptable to Holder and the Company, duly executed

by the Holder. The Company shall pay all Transfer Agent fees required for same-day processing of any Exercise Notice and all fees to the

Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery

of the Warrant Shares. The Company shall pay all attorney fees required for the issuance of attorney legal opinions for removal of restrictive

legends on Warrant Shares.

(f) Closing

of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

Section 2. Certain Adjustments.

(a) Share

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes

a distribution or distributions of its Common Stock or any other equity or equity equivalent securities payable in Common Stock (which,

for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

Common Stock into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Common Stock into a

smaller number of shares or (iv) issues by reclassification of Common Stock any shares of share capital of the Company, then in each case

(excluding a reverse share split, in which event this Section shall only be applicable one-time) the Exercise Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,

and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2(a) shall become effective immediately after

the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or reclassification. This proportional adjustment shall continue until

such time as the Warrant is fully exercised.

(b) Subsequent

Equity Sales. If at any time while this Warrant is outstanding, the Company issues or sells, announces any offer, sale, or other disposition

of, or in accordance with this Section 2 is deemed to have issued, sold or granted (or makes an announcement regarding the same),

any Common Stock and/or Common Stock Equivalents (including the issuance or sale of Common Stock owned or held by or for the account of

the Company, but excluding any securities issued or sold or deemed to have been issued or sold solely in connection with an Exempt Issuance)

for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately

prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable

Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise

Price then in effect shall be reduced to an amount equal to the New Issuance Price; provided, however, that notwithstanding

anything contained herein, if at the time the Holder elects to exercise the Warrant the New Issuance Price is higher than the Exercise

Price determined pursuant to the second paragraph of this Warrant, the Exercise Price shall be as determined by such second paragraph.

For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under

this Section 2(b)), the following shall be applicable:

(i) If

the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options (as defined below)

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option (as defined

below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined

below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to

be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option (as defined below) for

such price per share. For purposes of this Section 2(b)(i), the “lowest price per share for which one share of Common Stock

is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any Common

Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall

be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect

to any one share of Common Stock upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as

defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined

below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which

one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options

(as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option

(as defined below) or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option

(or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as defined

below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined below)

or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on,

the holder of such Option (as defined below) (or any other Person). Except as contemplated below, no further adjustment of the Exercise

Price shall be made upon the actual issuance of such Common Stock or of such Common Stock Equivalents upon the exercise of such Options

(as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such Common Stock upon conversion, exercise or

exchange of such Common Stock Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase

Common Stock or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options)

that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise

entitles the holder thereof to acquire, any Common Stock.

(ii) If

the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Common Stock Equivalents and the lowest

price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise

pursuant to the terms thereof is less than the Applicable Price, then such Common Stock shall be deemed to be outstanding and to have

been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For

the purposes of this Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable

upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of

(x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common

Stock upon the issuance or sale of the Common Stock Equivalents and upon conversion, exercise or exchange of such Common Stock Equivalents

or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Common Stock Equivalents for which one

share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange

thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock

Equivalents (or any other Person) upon the issuance or sale of such Common Stock Equivalents plus the value of any other consideration

received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalents (or any other Person). Except as contemplated

below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise

or exchange of such Common Stock Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Common

Stock Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other

provisions of this Section 2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason

of such issuance or sale.

(iii) If

the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion,

exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are convertible into or exercisable

or exchangeable for Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices,

as applicable, in connection with an event referred to in Section 2(a)), the Exercise Price in effect at the time of such increase

or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Common Stock Equivalents

provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case

may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Common

Stock Equivalents that were outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the

immediately preceding sentence, then such Option or Common Stock Equivalents and the Common Stock deemed issuable upon exercise, conversion

or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section

2(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

(iv) If

any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale

or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,

and such Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below), the “Secondary Securities”),

together comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of

securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to

each other and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common Stock with respect

to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common

Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated

transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black

Scholes Value (as defined below) of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or

the Black Scholes Value (as defined below), as applicable, of such Adjustment Right (as defined below), if any, and (III) the fair market

value (as determined by the Holder) of such Common Stock Equivalents, if any, in each case, as determined on a per share basis in accordance

with this Section 2(b)(iv). If any Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been

issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock,

Option or Common Stock Equivalents, but not for the purpose of the calculation of the Black Scholes Value (as defined below)) will be

deemed to be the net amount of consideration received by the Company therefor. If any Common Stock, Options or Common Stock Equivalents

are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining

the consideration paid for such Common Stock, Option or Common Stock Equivalents, but not for the purpose of the calculation of the Black

Scholes Value (as defined below)) will be the fair value of such consideration, except where such consideration consists of publicly traded

securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the

VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any Common Stock, Options or

Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the

surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option

or Common Stock Equivalents, but not for the purpose of the calculation of the Black Scholes Value (as defined below)) will be deemed

to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock,

Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities

will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the

occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined

within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly

selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest

error and the fees and expenses of such appraiser shall be borne by the Company). “Adjustment Right” means any right

granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale

hereunder) of Common Stock (other than rights of the type described in Sections 2(c) and 2(d) hereof) that could result

in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without

limitation, any cash settlement rights, cash adjustment or other similar rights).

(v) If

the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution

payable in Common Stock, Options or in Common Stock Equivalents or (B) to subscribe for or purchase Common Stock, Options or Common Stock

Equivalents, then such record date will be deemed to be the date of the issuance or sale of the Common Stock deemed to have been issued

or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription

or purchase (as the case may be).

Rights Offerings. In addition to any adjustments pursuant to Section 2(a) above, if at any time the Company grants, issues

or sells any Common Stock Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders

of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable

to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common

Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,

the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase

Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue

or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in

any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled

to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of such Purchase Right

to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right

thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without

limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of Common Stock are to be determined for the participation in such Distribution (provided, however, that,

to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of

any Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

(e) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company or any Subsidiary, directly or indirectly, in one

or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly

or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of

its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether

by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their

shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)

the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock are effectively converted into or exchanged for

other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,

merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of

the outstanding Common Stock (not including any Common Stock held by the other Person or other Persons making or party to, or associated

or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a

“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to

receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

Transaction, at the option of the Holder (without regard to any Beneficial Ownership Limitation on the exercise of this Warrant), the

number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and

any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction

(without regard to any Beneficial Ownership Limitation on the exercise of this Warrant). For purposes of any such exercise, the determination

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among

the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor

Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after,

the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),

purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of

the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,

that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of

Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such

Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised

portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental

Transaction, whether that consideration is in the form of cash, shares or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction,

such holders of Common Stock will be deemed to have received common stock, as applicable, of the Successor Entity (which entity may be

the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the

value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined

as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated

Fundamental Transaction and the date that is sixty (60) months following the Issuance Date, (B) an expected volatility equal to the greater

of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as

of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying

price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus

the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period

beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or

the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant

to this Section 2(e) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable

contemplated Fundamental Transaction and the date that is sixty (60) months following the Issuance Date and (E) a zero cost of borrow.

The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within

the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in

accordance with the provisions of this Section 2(e) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of

the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of share capital or capital stock,

as applicable, of such Successor Entity (or its parent entity) equivalent to the Common Stock acquirable and receivable upon exercise

of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an

exercise price which applies the exercise price hereunder to such shares of share capital or capital stock, as applicable (but taking

into account the relative value of the Common Stock pursuant to such Fundamental Transaction and the value of such shares of share capital

or capital stock, as applicable, such number of shares of share capital or capital stock, as applicable, and such exercise price being

for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),

and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the

Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions

of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the

other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(f) Calculations.

All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(g) Notice

to Holder.

(i) Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly

deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of share capital

of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of

the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property,

or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,

then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email

address as it shall appear upon the records of the Company, at least twenty (20) calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be

entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 3. Non-Circumvention.

The Company covenants and agrees that it will not, by amendment of its Organizational Documents or through any reorganization, transfer

of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid

or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all

the provisions of this Warrant and take all action as may be required to protect the rights of the Holder as set forth in this Warrant.

Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common Stock receivable upon

the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and non-assessable Common Stock upon the exercise of this Warrant,

(iii) shall use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant, and (iii)

shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one (1) times the number

of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by

this Warrant (without regard to any limitations on exercise).

Section 4. Warrant

Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle

the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall

be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as

a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Section 5. Reissuance.

(a) Lost,

Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity

or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new

Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall

be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as

the Issuance Date.

Section 6. Transfer.

This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors

and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be

assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder,

which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company

does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring

to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the

need to obtain the Company’s consent thereto.

Section 7. Authorized

Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued

Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights

under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who

are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company

will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without

violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed.

The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be

duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect

of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Before taking any action which

would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company

shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

Section 8. Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

Section 9. Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

Section 10. Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

Section 11. Notices.

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance

with the notice provisions contained in the Forbearance Agreement. The Company shall provide the Holder with prompt written notice (i)

immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii)

at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution

upon the Common Stock, (B) with respect to any grants, issuances or sales of any shares or other securities directly or indirectly convertible

into or exercisable or exchangeable for Common Stock or other property, pro rata to the holders of Common Stock or (C) for determining

rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall

be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Section 12. Amendment

and Waiver. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively

or prospectively) only with the written consent of the Company and the Holder.

Section 13. Governing

Law and Venue. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard

to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by

this Warrant shall be brought only in the state court of the State of New York sitting in the City of New York, Borough of Manhattan

or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of

New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder

and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED

HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.

In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under

any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and

shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under

any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives

personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or

any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail

or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Forbearance Agreement

and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any other manner permitted by law.

Section 14. Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

Section 15. Certain

Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to

the issuance of Common Stock issuable upon exercise of this Warrant.

(b) “Closing

Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,

or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security, or (iii)

if neither clause (i) or (ii) apply to such security, the average of the bid and ask prices of any market makers for such security. If

the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price

of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations

to be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during the applicable

calculation period.

Period” means the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date that is sixty

(60) months after the Issuance Date.

(d) “Common

Stock” means the Company’s common stock, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

(e) “Common

Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock,

including without limitation any debt, preference shares, rights, options, warrants or other instrument that is at any time convertible

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(f) “Principal

Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but

not limited to any tier of the OTC Markets, any tier of The Nasdaq Stock Market (including The Nasdaq Capital Market), the New York Stock

Exchange or the NYSE American, or any successor to such markets.

(g) “Trading

Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common

Stock is not then listed or quoted on any Principal Market, then any calendar day.

(h) “Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

(i) “VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (i) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (ii) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (iii) if the Common Stock is

not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock

so reported, or (iv) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected

in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused

this Warrant to be duly executed as of the Issuance Date set forth above.

REBORN COFFEE, INC.

By:

Name:

Title:

Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder

to exercise this Common Stock Purchase Warrant)

THE

UNDERSIGNED holder hereby exercises the right to purchase

of Common Stock (“Warrant Shares”) of REBORN COFFEE, INC., a Delaware corporation (the “Company”), evidenced

by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise

defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as

(check one):

☐ a cash exercise with

respect to

Warrant Shares; or

☐

by cashless exercise pursuant to the Warrant.

2. Payment of Exercise Price.

If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise

Price in the sum of $ to the

Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder

Warrant Shares in accordance with the

terms of the Warrant.

Dated:

[HOLDER]

By:

Name:

Title:

A-1

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer

of the Warrant)

FOR VALUE RECEIVED,

the undersigned hereby sells, assigns, and transfers unto the right to purchase

common stock of REBORN COFFEE, INC., to which the within Common Stock Purchase Warrant relates and appoints

, as attorney-in-fact, to transfer said right on the books of REBORN COFFEE, INC. with full power of substitution and re-substitution

in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the

within Warrant.

Dated:

(Signature)

(Name)

(Address)

(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond

to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any

change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and

title(s) with such entity.

B-1

EX-10.1 — FORBEARANCE AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND THE ARENA INVESTORS DATED MARCH 31, 2026

EX-10.1

Filename: ea028526401ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

Forbearance

Agreement

This Forbearance Agreement

(this “Agreement”), dated as of March 31, 2026 (the “Effective Date”), is entered into by and among

Arena Special Opportunities (Offshore) Master II, LP (“ASOOM”) and Arena Special Opportunities Partners III, LP (“ASOP,”

and together with ASOOM, collectively, the “Purchasers”), and Reborn Coffee, Inc. (the “Company”).

The Purchasers and the Company may be individually referred to in this Agreement as a “Party” and are collectively

referred to in this Agreement as the “Parties”.

WITNESSETH:

WHEREAS, on February 6, 2025,

the Parties entered into that certain Securities Purchase Agreement (as amended, restated or supplemented from time to time, the “Purchase

Agreement”) and the Company issued 10% Original Issue Discount Secured Convertible Debentures to each of the Purchasers pursuant

to the Purchase Agreement, on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented

from time to time, the “Debentures”);

WHEREAS, on October 20, 2025,

the Company entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Joeng (“Jeong”),

pursuant to which the Company agreed to issue 1,192,661 shares of common stock of the Company, par value $0.0001 per share (“Common

Stock”) to Jeong for an aggregate purchase price of $6,500,000 funded in multiple tranches;

WHEREAS, Section 6(a) of the

Debentures provides that, at any time prior to the full repayment or full conversion of all amounts owed under the Debentures, the Company

receives cash proceeds from the issuance of equity, the Company shall inform the Purchasers, whereupon the Purchasers shall have the right

to require that the Company immediately apply up to thirty percent (30%) of the gross cash proceeds received from the applicable financing

transaction to redeem a portion of the outstanding principal amount of the Debentures;

WHEREAS, on February 19, 2026,

the Purchasers sent a letter to the Company requesting that the Company pay to the Purchasers thirty percent (30%) of the gross cash proceeds

received from the October Agreement, which the Purchaser and the Company have since been in mutual discussion regarding the timing and

manner of such payment to the Purchasers which has caused a delay in payment to the Purchasers (the “Specified Delay”);

and

WHEREAS, the Company has requested

that the Purchasers forbear from any exercise of their rights and remedies under the Purchase Agreement, the Debentures and applicable

law in connection with the Specified Delay and to waive any defaults or Events of Default which may exist and may be ongoing as of the

date hereof, and the Purchasers have agreed to so forbear and waive provided and on condition that the Company complies with the terms

and conditions set forth in this Agreement.

NOW, THEREOF, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Recitals.

The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.

2. Capitalized

Terms. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Debentures, except as otherwise

specifically set forth herein.

3. Forbearance

and Waiver. Provided that the Company complies with the terms and conditions of this Agreement, the Purchasers hereby waive any defaults

or Events of Default which may exist and may be ongoing as of the date hereof, shall not claim that an Event of Default has occurred in

connection with the Specified Delay, and shall forbear from exercising and enforcing its rights and remedies under this Agreement, the

Purchase Agreement, the Debentures and otherwise at law and/or equity in connection with the Specified Delay, in each case until the date

on which any Forbearance Termination Event (as defined below) occurs. The Purchasers’ agreement to waive any defaults or Events

of Default which may exist and may be ongoing as of the date hereof, not to claim the occurrence of an Event of Default, and to forbear

shall cease immediately, without further notice or demand, or any grace period whatsoever, upon or at any time after occurrence of a Forbearance

Termination Event, whereupon the Purchasers shall be under no further obligation so to forbear and may thereupon exercise and enforce,

at any time, all of the Purchasers’ rights and remedies under this Agreement, the Purchase Agreement, the Debentures and otherwise

at law and/or equity. “Forbearance Termination Event” means the occurrence of any of the following: (a) a default by

the Company in the performance and/or observance of any obligation or covenant set forth in this Agreement; or (b) the Company: (i) becomes

insolvent; (ii) commences any case, proceeding, or other action under any applicable law relating to bankruptcy, insolvency, reorganization,

or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or

insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect

to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or

any substantial part of its assets, or (E) makes a general assignment for the benefit of its creditors; or (iii) has commenced against

it in a court of competent jurisdiction any case, proceeding, or other action of a nature referred to in subsection (ii) above which (A)

results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed,

or unbonded for ninety days. The Parties recognize and acknowledge that by entering into this Agreement, subject to the forbearance set

forth in this Section 3 and the Company’ s performance of its obligations hereunder, no Purchaser is waiving any rights or remedies

it may have under the Debentures, the Purchase Agreement or any of the Transaction Documents as it relates to any defaults or Events of

Default arising thereunder after the date hereof.

4. Other

Agreements of the Parties.

(a) Payments

to the Purchasers.

(i) On

or before April 6, 2026, the Company shall pay to the Purchasers the sum of One Million Fifty-Nine Thousand Five Hundred Twenty-Two and

00/100 Dollars ($1,059,522.00), by wire transfer of immediately available funds to the bank account referenced in Exhibit A attached

hereto.

(ii) On

or before April 20, 2026, the Company shall pay to the Purchasers the sum of Four Hundred Thousand and 00/100 Dollars ($400,000.00), by

wire transfer of immediately available funds to the bank account referenced in Exhibit A attached hereto, subject to the prior

prepayment of the Debentures in accordance with their terms or the prior conversion of the Debentures in accordance with their terms.

(iii) On

the sixth (6th) day of each calendar month beginning in May 2026 the Company has paid off the Debentures in accordance with

their terms or the Debentures have been fully converted in accordance with their terms, the Company shall pay to the Purchasers the sum

of Five Hundred Thousand and 00/100 Dollars ($500,000.00), by wire transfer of immediately available funds to the bank account referenced

in Exhibit A attached hereto.

(iv) Payments

to the Purchasers pursuant to Section 4(a) of this Agreement shall be apportioned ratably among the Purchasers (according to the unpaid

principal balance of the Debentures to which such payments relate held by each Purchaser). In addition, payments pursuant to Section 4(a)

of this Agreement shall be applied (i) first, to pay interest due and payable in respect of the Debentures until paid in full, (ii) second,

to pay principal of the Debentures until paid in full; (iii) third, to pay any other obligations then due in respect of the Debentures

or any other Transaction Documents; and (iv) lastly, to the Company or such other Person entitled thereto under applicable law.

(v) For

the avoidance of doubt, nothing in this Agreement shall preclude the Company from its right to make payment of the Optional Redemption

Amount pursuant to Section 6(b) of the Debentures, which in such instance, no further payments pursuant to Section 4(a) of this Agreement

shall be due and payable to the Purchaser.

(b) Issuance

of Warrants. On the Effective Date, the Company shall issue to ASOOM a warrant to purchase 69,240 shares of the Company’s Common

Stock and issue to ASOP a warrant to purchase 180,760 shares of the Company’s Common Stock (each, as the same may be amended, amended

and restated or otherwise modified from time to time, a “Warrant”, and collectively, the “Warrants”).

Each such Warrant shall, among other things, (i) be exercisable at an exercise price of $2.00 per share of Common Stock; and (ii)

be substantially in the form of Exhibit B attached hereto.

(i) Mandatory

Registration. The Company shall, no later than five (5) Business Days (as defined in the Debentures) following the filing of

the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Filing Deadline”), file with

the Commission (as defined in the Debentures) a registration statement (the “Registration Statement”) covering (i)

the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and (ii) the 185,771 shares

of Common Stock issued to the Purchasers on December 31, 2025 as consideration for the exchange and termination of common stock purchase

warrants previously issued to the Purchasers (the “Exchange Shares”), so as to permit the resale of such securities

by the Purchasers at then-prevailing market prices (and not fixed prices), subject to the aggregate number of authorized share capital

of the Company’s shares of Common Stock then available for issuance in its Organizational Documents (as defined in the Debentures).

The Purchasers and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment

or supplement to such Registration Statement and any related prospectus prior to its filing with the Commission, and the Company shall

give due consideration to all reasonable comments; provided, however that if such comments are not provided within two (2)

days, then the Filing Deadline and Registration Statement Effectiveness Date (as defined below) shall be extended by the number of days

from the date the Registration Statement is received by Purchasers until it or its counsel provides comments. The Purchasers shall furnish

all information reasonably requested by the Company for inclusion therein.

(ii) Effectiveness.

The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the Commission

no later than the sixtieth (60th) calendar day following the filing thereof (or, in the event of a “full review”

by the Commission, no later than the ninetieth (90th) calendar day following the filing thereof) (the “Registration

Statement Effectiveness Date”); provided, however, that if such Registration Statement Effectiveness

Date falls on a day that is not a Trading Day (as defined in the Debentures), then the Registration Statement Effectiveness Date shall

be the next succeeding Trading Day.

(iii)

The Company shall keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act (as defined in the

Debentures) and available for the resale by the Investors of all of the Warrant Shares and Exchange Shares covered thereby at all times

until the date on which the Purchasers shall have resold all the Warrant Shares and Exchange Shares covered thereby (the “Registration

Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make

the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement

becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

(iv) The

Company shall, as required by applicable securities regulations, from time to time file (in each case, at the earliest possible date)

with the Commission, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to

be used in connection with sales of the Warrant Shares and Exchange Shares under the Registration Statement. The Company shall file such

initial prospectus covering each Purchaser’s sale of the Warrant Shares and Exchange Shares on the same date that the Registration

Statement is declared effective by the Commission. The Purchasers and their counsel shall have a reasonable opportunity to review and

comment upon such prospectus prior to its filing with the Commission, and the Company shall give due consideration to all such comments.

Each Purchaser shall use its reasonable best efforts to comment upon such Registration Statement or prospectus within two (2) Business

Days from the date the Purchaser receives the final pre-filing version of such prospectus.

(v) In

respect of such registration obligation of the Company set forth in this Section 4(c), the provisions of Articles 5, 7, 8 and 9 of the

Registration Rights Agreement (as defined in the Purchase Agreement) are hereby incorporated by reference, mutatis mutandis, as

if set forth herein, and the Warrant Shares and the Exchange Shares shall be deemed to be “Registrable Securities” for purposes

of the Registration Rights Agreement.

5. Power,

Authority and Enforceability. Each of the Parties represents and warrants that: (a) it has full power, authority and legal right to

execute, deliver and perform its respective obligations under this Agreement; (b) no additional consent or approval of partners, managers,

directors, or other authority is required as a condition to the validity or performance of any of the obligations of such party under

this Agreement; (c) it is the lawful owner of all claims and rights being granted or relinquished by such party under this Agreement and

such rights are valid and have not been assigned, in whole or in part; (d) upon its execution and delivery, this Agreement will constitute

the valid and legally binding obligation of such party, enforceable against it in accordance with its terms; (e) each person executing

this Agreement on behalf of the party has been duly authorized to do so by all necessary action; and (f) its execution and delivery of

this Agreement is not the result of any duress or undue influence.

6. Benefit

of Counsel and Informed Review. Each of the Parties acknowledges and represents that: (a) it has read, understands and assents to

the provisions of this Agreement; (b) it has received legal advice from counsel of its own selection regarding this Agreement, which advice

may include from its own in-house counsel; (c) it fully understands the facts and has been fully informed as to its legal rights and obligations

under this Agreement; and (d) it is entering into and signing this Agreement knowingly, freely, and voluntarily, after having received

such legal advice and with such knowledge.

7. Execution

of Further Documents; Form 8-K. Each Party agrees to execute and deliver any and all further documents and instruments, and shall

do all acts, as any Party may reasonably request, that may be necessary or appropriate to fully implement the provisions of this Agreement.

Further to the foregoing, no later than four (4) Business Days following the Effective Date, the Company shall cause to be filed with

the Securities Exchange Commission a Form 8-K publicly disclosing the Company’s entrance into this Agreement and the material terms

hereof.

8. Ratification.

The Company hereby acknowledges, represents, warrants, and confirms to each Purchaser that: (i) each of the Transaction Documents executed

by the Company, respectively, are valid and binding obligations of the Company, enforceable against the Company in accordance with their

respective terms; and (ii) no oral representations, statements, or inducements have been made by a Purchaser, or any agent or representative

of any Purchaser, with respect to the Purchase Agreement, this Agreement, or any other Transaction Documents.

9. Purchasers'

Conduct. As of the date hereof, the Company hereby acknowledges and admits that: (i) each Purchaser has acted in good faith and has

fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement, the Debentures, or any other

Transaction Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to this Agreement,

the Purchase Agreement, the Debentures, or any other Transaction Documents, except as expressly set forth herein, or in the Purchase Agreement,

the Debentures, and other Transaction Documents

10. Notices.

All notices, requests, demands, and other communications provided for hereunder must be in writing and will be deemed to have been duly

given and effective on the earliest of: (a) the date of transmission shown in a delivery confirmation report generated by the sender’s

email system which indicates that delivery of the email to the recipient’s email address has been completed, if such notice or communication

is sent via e-mail prior to 5:30 p.m. (New York City time) on any Business Day; (b) the next Business Day after the date of transmission

shown in a delivery confirmation report generated by the sender’s email system which indicates that delivery of the email to the

recipient’s email address has been completed, if such notice or communication is sent via e-mail on a day that is not a Business

Day or later than 5:30 p.m. (New York City time) on any Business Day; (c) the second Business Day following the date of mailing, if sent

by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be

given, addressed as follows:

If to the Company:

If to the Purchasers:

Reborn Coffee, Inc.

405 Lexington Avenue, 59th Floor

580 N. Berry Street

New York, NY 10174

Brea, CA 92821

Attention: Yoav Stramer, Director

Attention: Jay Kim

Email: ystramer@arenaco.com

Email: jay@reborncoffee.com

11. Governing

Law; Submission to Jurisdiction; Waivers. All questions concerning the construction, validity, enforcement and interpretation of this

Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard

to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement

and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors,

officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough

of Manhattan (the “New York Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the New

York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts

are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by applicable law. Each Party hereto hereby irrevocably waives, to

the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby.

12. Miscellaneous.

This Agreement constitutes the entire agreement concerning its subject matter and supersedes all prior or contemporaneous representations

or agreements not contained herein concerning the subject matter of this Agreement. If any provision of this Agreement is held to be illegal,

invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement, and

this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been contained herein.

If any term or provision of the Purchase Agreement, the Debentures or the Registration Rights Agreement is inconsistent with or contrary

to a term or provision of this Agreement, the term or provision of this Agreement shall control. No waiver, modification, or amendment

of the terms of this Agreement shall be valid or binding unless made in writing and signed by the Party against whom or which enforcement

of the waiver, modification, or amendment is sought, and then only to the extent as set forth in such written waiver, modification, or

amendment. The Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed, shall be required for a

Purchaser to assign its rights hereunder to any Person that is not one of its “affiliates”, as that term is defined under

the Exchange Act. This Agreement and the documents executed in connection herewith shall inure to the benefit of and be binding upon the

Parties hereto and their respective heirs, executors, administrators, successors, and assigns. The headings listed herein are for convenience

only and do not constitute matters to be construed in interpreting this Agreement. This Agreement may be executed in separate counterparts

which, together, shall constitute one and the same fully executed agreement. Copies of signatures, transmitted electronically, shall be

sufficient to render this Agreement effective and binding on the parties.

[remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, the undersigned have executed

and delivered this Agreement as of the day and year first above written.

REBORN COFFEE, INC.

By:

/s/ Jay Kim

Name:

Jay Kim

Title:

Co-Chief Executive Officer

ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP

By:

/s/ Matthew Skurbe

Name:

Matthew Skurbe

Title:

CFO

ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II, LP

By:

/s/ Matthew Skurbe

Name:

Matthew Skurbe

Title:

CFO

[Signature

Page to Forbearance Agreement]

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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