Exhibit
10.2


 


THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO HOME BISTRO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


HOME
BISTRO, INC.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


Warrant
no. HBIS-2


 


1.
Issuance. In consideration of good and valuable
consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in
the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOME BISTRO, INC., a Nevada corporation (the
“Company”); GS CAPITAL PARTNERS, LLC, its successors and/or registered assigns (the “Holder”),
is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar
day of the month in which the third anniversary of the Issue Date occurs (the “Expiration Date”), 318,134 fully paid
and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions
of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the
terms of that certain Securities Purchase Agreement dated May 24, 2022, to which the Company and the Holder are parties (as the same
may be amended from time to time, the “Purchase Agreement”).


 


Unless
otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
For purposes of this Warrant, the term “Exercise Price” shall mean $0.575, provided, however, that if the Company
consummates an Uplist Offering (as defined in this Warrant) on or before the date that is one hundred and eighty (180) calendar days
after the Issue Date, then the Exercise Price shall equal 120% of the offering price per share of Common Stock (or unit, if units are
offered in the Uplist Offering) at which the Uplist Offering is made (for the avoidance of doubt, if a unit includes more than one share
of the Common Stock in the Uplist Offering, the Exercise Price shall mean 120% of the unit price divided by the number of shares of Common
Stock contained in a unit), subject to adjustment as provided herein (including but not limited to cashless exercise). Unless otherwise
adjusted pursuant to the terms of this Warrant, if the date of a respective exercise under the Warrant is on or before the date that
is one hundred and eighty (180) calendar days after the Issue Date and the Company has not consummated an Uplist Offering, then the exercise
price of this Warrant shall equal the initial Exercise Price.


 


This
Warrant was originally issued to the Holder on May 24, 2022 (the “Issue Date”).


 


2.
Exercise of Warrant.


 


2.1
General.


 


(a)
This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email or facsimile transmission)
a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice
of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to the Company shall be the “Exercise
Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the Holder shall
tender this Warrant to the Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to
the Notice of Exercise have been delivered to the Holder as of such date. The Notice of Exercise shall be executed by the Holder and
shall indicate (i) the number of Warrant Shares (as defined below) to be issued pursuant to such exercise, and (ii) if applicable (as
provided below), whether the exercise is a cashless exercise.


 


For
purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the Common
Stock is traded (the “Principal Market”) shall be open for business.


 






     


     


    

 


(b)
To the extent that this Warrant is not previously exercised and in the event that: (i) the Warrant Shares are not registered under the
1933 Act; and (ii) if the Market Price of one Warrant Share is greater than the Exercise Price, then, unless there is an effective registration
statement of the Company that contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the
time of exercise and covers the Holder’s immediate resale of the Warrant Shares at prevailing market prices (and not fixed prices)
without any limitation, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise,
equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender
of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares computed using the following
formula:


 


X
= Y (A-B)


A


 


	Where 
    	X =	the number
    of Warrant Shares to be issued to Holder.


 


	 	Y =	the number
    of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


 


	 	A =	the Market
    Price (at the date of such calculation).


 


	 	B =	Exercise
    Price (as adjusted to the date of such calculation).


 


For
the purposes of this Warrant, the following terms shall have the following meanings:


 


“Affiliate”
shall mean an affiliate as such term is defined in Rule 144 under the Securities Act of 1933, as amended (or a successor rule).


 


“Aggregate
Exercise Price Payable” shall mean the product of multiplying the number of Warrant Shares exercisable by the Exercise Price.


 


“Closing
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s),
as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.


 


“Exercise
Price” shall mean $0.575 per share of Common Stock, subject to adjustments herein, provided, however, that if the Company consummates
an Uplist Offering (as defined in this Warrant) on or before the date that is one hundred eighty (180) calendar days after the Issue
Date, then the Exercise Price shall equal 120% of the offering price per share of Common Stock (or unit, if units are offered in the
Uplist Offering) at which the Uplist Offering is made (the “Uplist Exercise Price”). (for the avoidance of doubt, if a unit
includes more than one share of the Common Stock in the Uplist Offering, the Uplist Exercise Price shall mean 120% of the unit price
divided by the number of shares of Common Stock contained in a unit), subject to adjustment as provided in the Warrant.


 


“Market
Price” shall mean the Closing Price for the Common Stock on the Trading Day that is two Trading Days prior to the Exercise
Date.


 


“Note”
shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as the same
may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory note.


 






    2


     


    

 


“Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.


 


“Uplist
Offering” shall mean an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock)
that results 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).


 


(c)
If the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding
subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the Warrant Shares
shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance with
instructions provided by the Company at the request of the Holder.


 


(d)
Upon the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this
Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following the date
the Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date that is three (3) Trading Days
following the Exercise Date) (the “Delivery Date”), provided that all DWAC Eligible Conditions (as defined in the
Note) are then satisfied, deliver or cause the Company’s Transfer Agent to deliver the applicable Warrant Shares electronically
via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated by the Holder on the Notice of Exercise.
If all DWAC Eligible Conditions are not then satisfied, the Company shall instead issue and deliver or cause to be issued and delivered
(via reputable overnight courier) to the address as specified in the Notice of Exercise, a certificate, registered in the name of the
Holder or its designee, for the number of Warrant Shares to which the Holder shall be entitled. For the avoidance of doubt, the Company
has not met its obligation to deliver Warrant Shares by the Delivery Date unless the Transfer Agent has posted the shares for DWAC pickup
and the Holder or its broker, as applicable, has been notified of this availability, or if the DWAC Eligible Conditions are not then
satisfied, has actually received the certificate representing the applicable Warrant Shares no later than the close of business on the
relevant Delivery Date pursuant to the terms set forth above.


 


(e)
If Warrant Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition
to all other remedies available to the Holder in the Transaction Documents, a late charge equal to the greater of (i) $2,000.00 and (ii)
2% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the
Holder is entitled multiplied by (2) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible
date which the Company could have issued such shares of Common Stock to the Holder without violating this Warrant, per Trading Day until
such Warrant Shares are delivered. The Company shall pay any late charges incurred under this subsection in immediately available funds
upon demand; provided, however, that, at the option of the Holder (without notice to the Company), such amount owed may be added
to the principal amount of the Note. Furthermore, in addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Warrant Shares as required under subsection (d) immediately above, the
Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this
Warrant, except that the late charge described above shall be payable through the date notice of revocation or rescission is given to
the Company.


 


(f)
The Holder shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section 2.1
on the Exercise Date.


 






    3


     


    

 


2.2
Ownership Limitation. If at any time after the Closing, the Holder shall or would receive shares of Common Stock in payment of
interest or principal under Note, upon conversion of Note, under the Warrant, or upon exercise of the Warrant, so that the Holder would,
together with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt
of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date
(the “Maximum Percentage”), the Company shall not be obligated and shall not issue to the Holder shares of Common
Stock which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage would no longer be exceeded by any
such receipt of shares of Common Stock by the Holder. The foregoing limitations are enforceable, unconditional and non-waivable and shall
apply to all Affiliates and assigns of the Holder. Additionally, for so long as the Holder or any of its Affiliate own Securities, upon
written request from the Holder, the Company shall post (or cause to be posted), the then-current number of issued and outstanding shares
of its capital stock to the Company’s web page located at OTCmarkets.com (or such other web page approved by the Holder).


 


3.
Mutilation or Loss of Warrant. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft
or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will execute and deliver to the Holder a new Warrant of like tenor and date and any such lost, stolen, destroyed
or mutilated Warrant shall thereupon become void.


 


4.
Rights of the Holder. The Holder shall not, by
virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of
the Holder with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable against
the Company except to the extent set forth herein.


 


5.
Certain Adjustments.


 


5.1
Capital Adjustments. If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up
or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of
Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a
subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, Market Price (in the event of a cashless exercise), and other applicable amounts, but the aggregate purchase
price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment
under this Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 


5.2
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the
capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above),
then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock
and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same
number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change.
In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof
shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided the aggregate purchase
price shall remain the same.


 






    4


     


    

 


5.3
Dilutive Issuances. If the Company or any subsidiary thereof, as applicable, at any time while the Note is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire
shares of Common Stock for cash in a capital raising transaction (other than an Exempt Issuance), at an effective price per share less
than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price
on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the
number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, the Holder may only enforce
its rights under this Section 5.2 after the date that is one hundred eighty (180) calendar days after the Issue Date, provided, however,
that at such time the Holder may enforce its rights to all adjustments hereunder that apply even if the Dilutive Issuance occurred prior
to the date that is one hundred eighty (180) calendar days after the Issue Date. “Exempt Issuance” shall mean: (i) Common
Stock and Common Stock Equivalents issued pursuant to an Uplist Offering, (ii) Common Stock or Common Stock Equivalents issued to
employees or directors of, or consultants, advisors or service providers to, the Company or any of its subsidiaries pursuant to a plan,
agreement or arrangement approved by the Board of Directors of the Company, (iii) shares Common Stock actually issued upon the exercise
of Common Stock Equivalents for which an adjustment has already been made pursuant to this Section 5.3, (iv) Common Stock and Common
Stock Equivalents issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt
financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company, (v)  Common
Stock and Common Stock Equivalents issued to suppliers or third party service providers in connection with the provision of goods or
services pursuant to transactions approved by the Board of Directors of the Company, (vi) Common Stock and Common Stock Equivalents
issued as acquisition consideration pursuant to the acquisition of another business by the Company by merger, purchase of substantially
all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board
of Directors of the Company, and (vii) Common Stock and Common Stock Equivalents issued in connection with sponsored research, collaboration,
technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors
of the Company. The Company shall notify the Holder in writing, no later than the Trading Day following the Dilutive Issuance subject
to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date
of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of
whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. Notwithstanding the foregoing, if Exercise Price
is adjusted to the Uplist Exercise Price as described in this Warrant and (ii) the Note has been repaid in its entirety, then the Holder
shall never be entitled to enforce its rights to the adjustments under this Section 5.3 with respect any Dilutive Issuance(s).


 


5.4
Notice of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the
number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company
shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable
upon exercise of this Warrant.


 






    5


     


    

 


6.
Certificate as to Adjustments. In each case of
any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will
promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company
for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise
of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant.
The Company will forthwith mail a copy of each such certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant
to Section 8 hereof. Nothing in this Section 6 shall be deemed to limit any other provision contained herein.


 


7.
Transfer to Comply with the Securities Act. This
Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate)
if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received
an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as
registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or
issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting
forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially
in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor
and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register
the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered
holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.


  


8.
Warrant Agent. The Company may, by written notice
to the Holder, appoint an agent (a “Warrant Agent”) for the purpose of issuing shares of Common Stock on the exercise
of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and replacing this Warrant pursuant hereto, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


9.
Legend. Except as otherwise provided, until such
time as the Warrant Shares have been registered 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, each certificate for the Warrant Shares that has not been so included in an effective registration statement or that has not been
sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
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 UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. 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.”


 


10.
Piggyback Registration Rights. The Company shall
include the Warrant Shares for resale on the first registration statement the Company files with SEC after the successful completion
of the Uplist Offering.


 






    6


     


    

 


11.
Transfer on the Company’s Books. Until
this Warrant is transferred on the books of the Company, the Company may treat the Holder as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.


 


12.
Notices. Any notice required or permitted hereunder
shall be given in the manner provided in the subsection titled “Notices” in the Purchase Agreement, the terms of which are
incorporated herein by reference.


 


13.
Supplements and Amendments; Whole Agreement.
This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with
the Purchase Agreement and all the other Transaction Documents, taken together, contain the full understanding of the parties hereto
with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with
respect to the subject matter hereof and thereof other than as expressly contained herein and therein.


 


14.
Governing Law. This Warrant shall be governed
by and interpreted in accordance with the laws of the State of Nevada, without giving effect to the principles thereof regarding the
conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably (a) consent to and expressly submit to the
exclusive personal jurisdiction of any state or federal court sitting in Nevada in connection with any dispute or proceeding arising
out of or relating to this Warrant, (b) agree that all claims in respect of any such dispute or proceeding may only be heard and determined
in any such court, (c) expressly submit to the venue of any such court for the purposes hereof, and (d) waive any claim of improper venue
and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding
in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this
Warrant, the Holder, each hereby irrevocably consent to the service of process of any of the aforementioned courts in any such proceeding
by the mailing of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s
address as provided for herein, such service to become effective ten (10) calendar days after such mailing. 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 WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


15.
Remedies. The remedies at law of the Holder of
this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate and, without limiting any other remedies available to the Holder in the Transaction
Documents, law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.


 


16.
Counterparts. This Warrant may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument. Signature delivered via facsimile or email shall be considered original signatures
for purposes hereof.


 


17.
Descriptive Headings. Descriptive headings of
the sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of
the provisions hereof.


 


18.
Attorney’s Fees. In the event of any litigation
or dispute arising from this Warrant, 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 said 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.


 


19.
Severability. Whenever possible, each provision
of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this
Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties
to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder
of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.


 


[Remainder
of page intentionally left blank]


 









    7


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized.


 


Dated:
May 24, 2022


 


	 	THE COMPANY:
	 	 	 
	 	Home Bistro,
    Inc.
	 	 	 
	 	By:	/s/
    Zalmi Duchman
	 	 	Zalmi Duchman
	 	 	Chief Executive Officer


 


[Signature
page to Warrant]


 






     


     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


WARRANT
NO. HBIS-2


 


Home
Bistro, Inc.


4014
Chase Avenue, #212


Miami
Beach, FL 33140


Attn:
Zalmi Duchman


Email:
zalmi@homebistro.com


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
Payment shall take the form of lawful money of the United States.


 


(2)
Payment shall take the form of (check applicable box):


 


☐
in lawful money of the United States; or


 


☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).


 


(3)
[___] (initial) - Please issue said Warrant Shares in the name of the undersigned or, to the extent that a properly completed and signed
Assignment Form accompanies this Notice of Exercise, in such other name as is specified below:


 


	Name
    of Registered Holder:	 	 
	Mailing
    Address for Delivery of Notice of Issuance, Account Statement or Certificates for Common Shares (as applicable):	Address
    Line 1:	 
	Address
    Line 2:	 
	Address
    Line 3:	 
	Attention:	 
	Telephone
    Number:	 


 





 



 


(4)
[___] (initial (only if eligible under the terms of the Warrant)) Please deliver the Warrant Shares electronically by crediting the account
of the Holder’s prime broker with The Depository Trust Company through its Deposit/Withdrawal At Custodian (DWAC) system or Direct
Registration System (DRS):


 


	Name
    of Prime Broker or Custodian:	 
	DTC
    Broker No.:	 
	Account
    Name:	 
	Account
    No.:	 


 


The
undersigned undertakes to cause its prime broker or custodian to take all actions necessary or advisable to accept delivery of the Warrant
Shares as soon as practicable after such Warrant Shares are made available for delivery via DWAC or DRS.


 






     


     


    

 


(5)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


(6)
The undersigned has completed and signed an accurate and complete IRS Form W-9 or IRS Form W-8BEN, as applicable, which is attached
to this Notice of Exercise.


 


	 	Name
                                            of Holder:

     
	 
	 	Signature:	 

     

	 	Name:	 
	 	Title

     
	 
	Address
                                            for Contact:

     
	Address
    Line 1:	 
	Address
    Line 2:	 
	Address
    Line 3:	 
	Attention:	 
	Email
                                            Address:

     
	 
	 	Date:	 


 






     


     


    

 


EXHIBIT
B


 


FORM
OF TRANSFEROR ENDORSEMENT


(To
be signed only on transfer of the Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of                         
(the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common
Stock”), of HOME BISTRO, INC. specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective
right on the books of HOME BISTRO, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred	 	Number
    Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Dated:
_____________________


 


	 	 
	 	[Transferor
    Name must conform to the name of
	 	Holder as
    specified on the face of the Warrant]
	 	 
	 	By:	 
	 	Name:	 


 


	Signed in the
    presence of:	 
	 	 
	 	 
	(Name)	 
	 	 
	ACCEPTED AND AGREED:	 
	 	 
	 	 
	[TRANSFEREE]	 


 


	By:	 	 
	Name: