Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2022, is entered into by and between
HOME BISTRO, INC., INC., a Nevada corporation, (the “Company”), and GS Capital Partners, LLC, a Nevada limited liability
company (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 $182,926.83 (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 318,134 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.
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 $182,926.83 and (ii) the Warrant to purchase 318,134 shares
of Common Stock.


 


1.1.
Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $164,634.15 (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.


 


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 24, 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.


 






     


     


    

 


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”) 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.


 


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 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.


 






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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):


 


“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 a customary legal opinion letter of its counsel 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.


 


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.


 






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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.


 


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 9, 2022, the authorized capital stock of the Company consists of: 1,000,000,000
authorized shares of Common Stock, of which 37,361,606 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.


 






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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.


 


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


 


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.


 






    7


     


    

 


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.


 


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.


 






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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]


 






    9


     


    

 


SUBSCRIPTION
AMOUNT:


 


	Original Principal Amount of Note:	 	$	182,926.83	 
	Purchase Price	 	$	164,634.15	 



 


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:	/s/
Zalmi
    Duchman	 
	 	Zalmi
    Duchman	 
	 	Chief
    Executive Officer	 
	 	 	 
	THE
    BUYER:	 
	GS
    Capital Partners, LLC	 
	 	 	 
	By:	/s/
Gabe
    Sayegh	 
	 	Gabe
    Sayegh	 
	 	President	 


 


Address
for Notices:


1
East Liberty Street, Suite 600


Reno,
NV 89501


Attention:
Isaac Kastner


Email:
isaac@gscapitalfund.com


 






     


     


    

 


EXHIBIT
A


 


NOTE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


EXHIBIT
B


 


WARRANT