Exhibit 10.10


 


AMENDMENT TO SHARE EXCHANGE AGREEMENT


 


This agreement (this “Agreement”)
is made effective January 25, 2022, between Reborn Coffee Inc. (previously known as “Capax Inc.”, the “Company”),
Andrew Weeraratne (“AW”) and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation
(“RB”), and together with AW and the Company, the “Parties” and each, a “Party”).


 


WHEREAS, the Parties previously executed a Share
Exchange Agreement (“Merger Agreement”) on May 7, 2018; and


 


WHEREAS, Clause 8(d) (the “Clause”)
of the Special Covenants of the Merger Agreement gave the original shareholders of the Company defined as “Pre-Merger Shareholders”
therein, an anti-dilution right to maintain 5% ownership of the Company for a period of one (1) year following the date upon which the
Company is approved for quotation or trading on the OTC Markets or a national exchange; and


 


WHEREAS, AW, on behalf of such Pre-Merger Shareholders,
is willing to amend that Clause in order to facilitate an underwritten public offering that the Company is currently contemplating.


 


NOW THEREFORE, in exchange
for good and valuable consideration, the receipt and sufficiency of which are hereby agreed to and acknowledged by the Parties, the Parties
agree as follows:


 


1.  In
consideration for the rights set forth in Section 2, the Parties agree that the Clause shall be deleted in its entirety and have no legal
force or effect, after the additional shares as stated on section 2 and section 3 have been issued to Pre-Merger Shareholders


 


2.  In
consideration for the voiding of the Clause, the Pre-Merger Shareholders shall be entitled to own, pro rata in accordance with their relative
shareholdings as of the date of the Merger Agreement, that number of shares of common stock of the Company equal to 5% (50,591,131) of
the total issued and outstanding common shares of the Company on June 3, 2021 (1,011,822,610), which is the date immediately prior to
the effectiveness of the Notice of Qualification of Form 1-A by the Securities and Exchange Commission in connection with the Company’s
Regulation A+ offering (the “Settlement Shares”). Therefore, as of the date hereof, in accordance with Exhibit A attached
hereto, an additional 32,549,529 shares would be, and shall be, issued to the Pre-Merger Shareholders prior to the Company’s underwritten
public offering with EF Hutton (the “IPO”).


 


3. In
the event that the Company issues additional equity prior to the IPO, the amount of Settlement Shares shall be increased by such number
equal to 5% of the number of the new equity issued prior to an IPO. For the avoidance of any doubt, upon the IPO closing, as long as the
additional shares as stated on section 2 and section 3 have been issued to Pre-Merger Shareholders, no Pre-Merger Shareholder shall have
any anti-dilution rights whatsoever.


 


4. After
the issuance of all of the Settlement Shares to the Pre-Merger Shareholder, the Company will instruct the Transfer Agent to send AW a
shareholder list reflecting such issuances.


 




     


     


    

 


IN WITNESS WHEREOF, the Parties hereto have executed
this Amendment to Share Exchange Agreement on the date first set forth above.


 


	 	 
	REBORN GLOBAL HOLDINGS, INC.	 
	 	 
	By: 	/s/ Jay Kim	 
	Jay Kim, Chief Executive Officer	 
	Reborn Global Holdings, Inc.	 
	17809 Gillette Ave. Irvine, CA 92614	 
	 	 
	FORMER SHAREHOLDERS OF REBORN GLOBAL HOLDINGS, INC.:	 
	 	 
	By:	 /s/ Jay Kim	 
	Jay Kim	 
	 	 
	By: 	/s/ Farooq M. Arjomand	 
	Farooq M. Arjomand	 
	 	 
	By: 	/s/ Kyung Bae Park	 
	Kyung Bae Park	 
	 	 
	By: 	/s/ Sehan Kim	 
	Sehan Kim	 
	 	 
	AW ON BEHALF OF ALL PRE-MERGER SHAREHOLDERS: 	 
	 	 
	By: 	/s/ Andrew Weeraratne	 
	Andrew Weeraratne