REBN · Reborn Coffee, Inc.

This Amended and Restated Forbearance Agreement reflects acute financial strain at Reborn Coffee, Inc., as it renegotiates terms with its primary lenders — Arena Special Opportunities — following missed payment obligations tied to the October 2025 equity financing with Charles Jeong. The agreement does not eliminate the underlying debt burden but imposes a compressed, highly structured repayment schedule: an immediate $425,000 cash outlay (including legal fees), followed by six consecutive $400,000 monthly payments culminating in a final balloon payment due by September 30, 2026. Critically, the Company forfeits flexibility in future capital raises — any proceeds from securities sales must first flow 70% toward debenture reduction, limiting runway for operational funding or strategic investment. The issuance of 250,000 new warrants at $2.00/share introduces near-term dilution, while the mandatory registration obligation — triggered only after the 2025 Form 10-K filing — adds regulatory execution risk and potential market overhang if the registration lags or is challenged. Collectively, these terms signal heightened creditor control, constrained liquidity options, and elevated default risk should the Company fail to execute a successful equity raise or refinancing before the September deadline.