Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of May 18, 2022, is entered into by and between HOME BISTRO, INC., INC.,
a Nevada corporation, (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Buyer”).


 


A. The Company and the Buyer
are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended (the “1933 Act”).


 


B. Upon the terms and conditions
stated in this Agreement, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth
in this Agreement (i) a Promissory Note of the Company, in the form attached hereto as Exhibit A, in the original principal
amount of $500,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto
in accordance with the terms thereof, the “Note”), and (ii) a three-year share purchase warrant entitling the Buyer
to acquire 769,230 common shares of the Company (“Common Stock”), in the form attached hereto as Exhibit B
(the “Warrant”).


 


NOW THEREFORE, the
Company and the Buyer hereby agree as follows:


 


1. 
1. Purchase and Sale. On the Closing Date (as defined below), the Company
shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company (i) the Note in the original principal amount of $500,000.00
and (ii) the Warrant to purchase 769,231 shares of Common Stock.


 


1.1. 
1.1 Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $450,000.00 (the “Purchase
Price”) for the Securities (as defined in this Agreement) to be issued and sold to it at the Closing (as defined below) by wire
transfer of immediately available funds in accordance with the Company’s written wiring instructions, against delivery of the Securities,
and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase
Price. On the Closing Date, the Buyer shall withhold a non-accountable sum of $10,000.00 from the Purchase Price to cover the Buyer’s
legal fees in connection with the transactions contemplated by this Agreement.


 


1.2. 
Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing
Date”) shall be on or about May 18, 2022, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


2. 
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:


 


a. 
Authorization. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is
a valid and binding agreement of the Buyer enforceable against Buyer in accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Buyer has the requisite power and
authority to enter into and perform its obligations under this Agreement and each other agreement entered into by the parties hereto in
connection with the transactions contemplated by this Agreement.


 


b. 
Conflicts. The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer
of the transactions contemplated hereby will not (i) if applicable, result in a violation of the certificate of incorporation, by-laws
or other documents of organization of the Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Buyer is bound, or (iii) result in a violation of any law, rule, regulation or decree
applicable to the Buyer.


 






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c. 
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Warrant and the shares of Common Stock
that may be issuable upon conversion or exercise of or otherwise pursuant to the Note and Warrant and such additional shares of Common
Stock, if any, as are issuable on account of interest on the Note pursuant to this Agreement (such shares of Common Stock being collectively
referred to herein as the “Underlying Shares” and, collectively with the Note, and Warrant, the “Securities for its
own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted
from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree
to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption under the 1933 Act. “Securities” shall mean the Note,
Warrant, shares of Common Stock that may be issuable upon conversion or exercise of or otherwise pursuant to the Note and Warrant, and
such additional shares of Common Stock, if any, as are issuable on account of interest on the Note pursuant to this Agreement.


 


d. 
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


e. 
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.


 


f. 
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue
to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and
for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its
business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding
the Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly
following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of
its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties
contained in Section 3 below.


 


g. 
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 






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h. 
Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of
the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold
or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is
an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold
pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to
the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144
may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities
under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act
or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin
account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale
or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company
with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.


 


i. 
Legends. The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be
sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the
number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of the such Securities):


 


1. 
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE
144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The legend
set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common
Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its
transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined
in the Note), it will be considered an Event of Default pursuant to Section 3 of the Note.


 






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j. 
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed
and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.


 


k. 
Broker-Dealer. The Buyer is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act
of 1934 , as amended, affiliated with any broker or dealer registered under Section 15(a) of the Securities Exchange Act of 1934, as amended,
or a member of the Financial Industry Regulatory Authority.


 


l. 
Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature
pages hereto.


 


m. 
Acknowledgement Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall
not effect any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which
establishes a net short position with respect to the Common Stock.


 


3. 
Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:


 


a. 
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,
operated and conducted. The SEC Documents (as defined in this Agreement) set forth a list of all of the Subsidiaries of the Company and
the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to
do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted
by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse
Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements
or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether
incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.


 






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b. 
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, Warrant, Underlying Shares, and the Securities
by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note as well as the issuance and reservation for issuance of the Underlying Shares that may be issuable upon conversion of the
Note and exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization
of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement and the Note (together
with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the
Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.


 


c. 
Capitalization; Governing Documents. As of May 18, 2022, the authorized capital stock of the Company consists of: 1,000,000,000
authorized shares of Common Stock, of which 37,421,606 shares were issued and outstanding, 20,000,000 authorized shares of preferred stock,
of which 0 were issued and outstanding and 500,000 authorized shares of convertible Series B preferred stock, of which 0 were issued and
outstanding. All of such outstanding shares of capital stock of the Company and the Underlying Shares, are, or upon issuance will be,
duly authorized, validly issued, fully paid and non-assessable.] No shares of capital stock of the Company are subject to preemptive rights
or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to
act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the
reports, schedules, forms, statements and other documents filed by the Company with the SEC (all of the foregoing filed prior to the date
hereof are referred to as the “SEC Documents”), (i) there are no outstanding options, warrants, scrip, rights to subscribe
for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of
the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment
provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered
by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate
of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect
on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the
Company and the material rights of the holders thereof in respect thereto.


 


4. 
. Covenants


 


4.1 Repayment from Proceeds.
If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company receives cash proceeds
from an offering of Common Stock (or units consisting of Common Stock and warrants to purchase
Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market,
the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or
any successors to any of the foregoing) (an “Uplist Offering”), the Company shall,
within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose such Uplist Offering,
following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received
by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal and Interest (including any Default
Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to
consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale
of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance
of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business
day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following
which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company
pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under
the Note. Failure of the Company to comply with this provision shall constitute an Event
of Default.


 






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4.2  Reserved
Amount. Company covenants that during the period while any outstanding balance is owing under the Note or any exercise of the Warrant is
available, the Company will reserve from its authorized and unissued Common Stock a number of shares, free from preemptive rights, equal
to two (2) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the
Notes in effect from time to time) and exercise of the Warrant (the “Reserved Amount”).


 


4.3
Replacement of Transfer Agent. The Company shall not replace its transfer agent without
the written consent of the Buyer.


 


4.4 No Conflicts. The
execution, delivery and performance of this Agreement, Note and Warrant, by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) conflict with or result in
a violation of any provision of the Certificate of Incorporation or By-laws of the Company, or (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness,
indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of
any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect), or (iv) trigger any anti- dilution and/or ratchet provision contained in any other contract in which the Company is a
party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate
of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no
event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and
neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for
possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its
Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation
of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required
under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note, and Warrant,
in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance. All consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the listing requirements of the Primary Market (as defined in the Note)
and does not reasonably anticipate that the Common Stock will be delisted by the Primary Market in the foreseeable future. The Company
and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 






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4.5 SEC Documents. As
of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements
made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as
have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally
accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except
as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise,
other than (i) liabilities incurred in the ordinary course of business subsequent to January 31, 2022, and (ii) obligations under contracts
and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected
in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results
of the Company. The Company is subject to the reporting requirements of the 1934 Act.


 


4.6 Absence of Certain Changes.
Since January 31, 2022, there has been no material adverse change and no material adverse development in the assets, liabilities, business,
properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its
Subsidiaries.


 


4.7 Absence of Litigation.
Other than as disclosed in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court,
public board, government agency, self- regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that
could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge
of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries. The Company and its Subsidiaries are
unaware of any facts or circumstances which might give rise to any of the foregoing.


 


4.8 Permits; Compliance.
The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances,
exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business
as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of
the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries
is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations
which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since January 31, 2022, neither
the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable
laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have
a Material Adverse Effect.


 


5. 
Governing Law; Miscellaneous.


 


5.1. 
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts located in Nevada or in the federal courts located in Nevada. The parties
to this Agreement 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. In the event that any provision of this
Agreement 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 Agreement or any other document entered into by the
Company in connection with this Agreement (collectively, the “Transaction Documents”) 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 law. THE COMPANY 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 IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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5.2. 
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party.


 


5.3. 
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


5.4. 
Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


5.5. 
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the Buyer.


 


5.6. 
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of:


 


(a) 
the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer,
or by confirmed facsimile,


 


(b) 
the fifth Trading Day (as defined in the Note) after deposit, postage prepaid, in the United States Postal Service by registered
or certified mail, or


 


(c) 
the third Trading Day (as defined in the Note) after mailing by domestic or international express courier, with delivery costs
and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other
addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties
hereto):


 


If to the Company, to:


 


Home Bistro, Inc., Inc.


4014 Chase Avenue, #212


Miami Beach, FL 33140


Attn: Zalmi Duchman


Email: zalmi@homebistro.com


 


If to the Buyer: to the address and email set forth on the
signature page hereto


 






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5.7. 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their 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 written consent of the Buyer, which
consent may be withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially
all of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such
consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder
may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to obtain the Company’s
consent thereto.


 


5.8. 
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


5.9. 
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


5.10. 
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


5.11. 
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


5.12. 
Buyer’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right,
power, and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Documents, or existing
at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such
order as the Buyer may deem expedient.


 






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5.13. 
Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the
terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall
be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’
fees and expenses  paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment
based upon the individual claims or defenses  giving rise to the fees and expenses.  Nothing herein shall restrict or impair
a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


5.14. 
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


5.15. 
Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the
Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby,
or (ii) the Buyer enforces or exercises its rights hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other
agreement, certificate, instrument or document contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded,
repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation,
any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar
amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common
law or equitable cause of action).


 


5.16. 
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities
hereunder, and in addition to all of the Company’s other obligations under this Agreement, Note, or the Warrant, the Company shall
defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct
or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any
and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this
Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument
or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third
party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the
execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document
contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company
pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
that is permissible under applicable law.


 


[Remainder of page intentionally left blank;
signature page to follow]


 




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SUBSCRIPTION AMOUNT:


 


	Original Principal Amount of Note:	 	$	500,000.00	 
	Purchase Price	 	$	450,000.00	 



 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	THE COMPANY:	 
	 	 
	Home Bistro, Inc.	 
	 	 
	By:	 	 
	 	Zalmi Duchman	 
	 	Chief Executive Officer	 
	 	 
	THE BUYER:	 
	 	 
	Mast Hill Fund, L.P.	 
	 	 
	By:	 	 
	 	Name: 	Patrick Hassani	 
	 	Title:	Chief Investment Officer	 




 


Address for Notices:


 


48 Parker Road

Wellesley, MA 02482


Email: admin@masthillfund.com


 




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EXHIBIT A


 


NOTE


 




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EXHIBIT B


 


WARRANT


 


 


13