Exhibit 10.2


 


Form of Lock-Up Agreement


 


____________, 2022


 


EF HUTTON,


 


division of Benchmark Investments, LLC


 


as Representative of the Underwriters


 


590 Madison Avenue, 39th Floor


 


New York, New York 10022


 


Ladies and Gentlemen:


 


The undersigned understands that EF Hutton, division
of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Reborn Coffee, Inc., a Delaware corporation (the “Company”), providing for the public offering
(the “Public Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common
Stock or the “Securities”).


 


To induce the Representative to continue its
efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the
Representative, the undersigned will not, during the period commencing on the date hereof and ending 6 months (or, in the case of
the Company, 12 months) after the date of the Underwriting Agreement (the “Lock-Up Period”), (1) offer, pledge,
sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities
convertible into or exercisable or exchangeable for the Common Stock, whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up
Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is
to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to
the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the
foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of
the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the
completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made
during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b)
transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family
member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption,
not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the
undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any
transfers of Lock- Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned,
as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) it shall be a
condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this lock-up agreement (including,
without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party
hereto; (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the
disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act)
to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the
expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative at least two (2) business days prior to the
proposed transfer or disposition.


 



     


     


    

 


In addition, the foregoing restrictions shall not
apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant to the Company’s equity incentive
plans; provided that it shall apply to any of the undersigned’s Common Stock issued upon such exercise, (ii) the conversion or exercise
of convertible debt or warrants; provided that it shall apply to any of the undersigned’s Common Stock issued upon such exercise,
or (iii) the establishment of any new plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B)
under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant to such new Plan prior to
the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof), and such a Plan may only be established
if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other
regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other
person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person,
prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).


 


The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s
Securities subject to this lock-up agreement except in compliance with this lock-up agreement.


 


If the undersigned is an officer or director of
the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Securities that the undersigned
may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of
any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify
the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending
release or waiver by press release through a major news service at least two (2) business days before the effective date of the release
or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2)
business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or
waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing
to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect
at the time of such transfer.


 


The undersigned understands that the Company and
the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives,
successors and assigns.


 


The undersigned understands that, if the Underwriting
Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released
from all obligations under this lock-up agreement.


 



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This lock-up agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	(Name - Please Print)
	 	 
	 	(Signature)
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 
	 	(Name - Please Print)


  


	 	Address:	 
	 	 	 
	 	 	 


 


 


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