Exhibit 10.1


 


Hometown
international, INC.


 


SUBSCRIPTION
AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is being delivered by the purchaser identified on the signature page to this Agreement (the
“Subscriber”) in connection with the offer and sale by Hometown International, Inc., a Nevada corporation (the
“Company”), of shares of common stock, par value of $0.0001 per share, of the Company (the “Common
Stock”) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”).


 


The undersigned understands
that the Shares (as defined below) are being offered, sold, and issued in a transaction exempt from the registration requirements
pursuant to Section 4(a)(2) under the Securities Act. For the avoidance of doubt, the Shares, the Warrants and the Warrant Shares
(as defined in the Registration Rights Agreement by and between the Company and the Subscriber, in substantially the form attached
hereto as Exhibit A (the “Registration Rights Agreement”)) are referred to herein as the "Securities".


 


1. SUBSCRIPTION
AND PURCHASE PRICE


 


(a) Subscription.
Subject to the conditions set forth in Section 3 hereof, the Company desires to issue and sell, and the Subscriber hereby subscribes
for and agrees to purchase, the number of shares of Common Stock (the "Shares") indicated on the signature page
hereto on the terms and conditions described herein.


 


(b) Purchase
of Shares. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for
the Shares is One Dollar ($1.00) per Share (the “Purchase Price”). The Subscriber’s delivery of this Agreement
to the Company shall be accompanied by payment of the applicable Purchase Price, payable in United States Dollars, by wire transfer,
or check of immediately available funds delivered contemporaneously with the Subscriber’s delivery of this Agreement to the
Company in accordance with the wire instructions provided on Exhibit B. The Subscriber understands and agrees that, subject
to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement.


 


2. Acceptance
and Closing Procedures


 


(a) Closing.
The closing (the "Closing") of the purchase and sale of the Shares, shall occur simultaneously with the acceptance
by the Company of the undersigned's subscription, as evidenced by the Company's execution of this Agreement, and upon satisfaction
of the conditions set forth in Section 3 hereof.


 


The undersigned agrees
that subject to the conditions set forth herein, the Company will accept subscriptions and payments therefor as they are received.
The undersigned further understands that the Company will notify the undersigned as to whether its subscription has been accepted
in whole or in part as reasonably promptly as possible. If the Company accepts all or a portion of the undersigned’s subscription,
the undersigned agrees that this Agreement shall become effective with respect to the Company and the undersigned, and the Company
will deliver to the undersigned an executed copy of this Agreement and deliver to the undersigned, or a custodian designated by
the undersigned, as applicable, proof that the Shares have been issued in book entry form. The undersigned acknowledges that the
Corporation may terminate this offering at any time.


 




     


     


    

 


(b) Following
Acceptance or Rejection. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection
herewith will be held by the Company. In the event the sale of the Shares subscribed for by the undersigned is not consummated
by the Company for any reason (which the Company expressly reserves the right to do), this Agreement and any other agreement entered
into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company
shall within five (5) business days return or cause to be returned to the undersigned the purchase price remitted to the Company
by the undersigned, without interest thereon or deduction therefrom.


 


3. CLOSING
CONDITIONS 


 


(a) The
obligations of the Company hereunder in connection with the Closing are subject to the satisfaction, at or before the Closing,
of each of the following conditions; provided that these conditions are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion by providing the Subscriber with prior written notice thereof:


 


(i) The representations
and warranties of the Subscriber shall be true and correct in all material respects (except for those representations and warranties
that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when
made and as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specified date), and the Subscriber shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Subscriber at or prior to the Closing;


 


(ii) the Subscriber shall
have delivered to the Company the Purchase Price for the Shares by wire transfer of immediately available funds pursuant to the
wire instructions provided by the Company; and


 


(iii) the delivery by
the Subscriber of the Registration Right Agreement.


 


(b)  The
obligations of the Subscriber hereunder in connection with the Closing are subject to the satisfaction, at or before the Closing,
of each of the following conditions; provided that these conditions are for the Subscriber's sole benefit and may be waived by
the Subscriber at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) the Company shall
have delivered to the undersigned, or a custodian designated by the undersigned, as applicable, proof that the Shares have been
issued in book entry form;


 


(ii) The Company shall
have delivered to the Subscriber a certificate, executed by the Secretary of the Company and dated as of the Closing, in a form
reasonably acceptable to such Subscriber, as to (i) the resolutions as adopted by the Company’s board of directors in connection
with the transactions contemplated herein and in the Transaction Documents and the Warrants, and (ii) the Articles of Incorporation
and Bylaws of the Company, each as in effect at the Closing;


 


(iii) The
representations and warranties of the Company shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as
of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Closing;


 


(iv)
the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance
and sale of the Securities;


 




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(v)
the Company shall have delivered to the Subscriber such other documents relating to the transactions contemplated by the Transaction
Documents as the Subscriber or its counsel may reasonably request; and 


 


(vi)
the Subscriber shall have received a counterpart of the Registration Rights Agreement (together with this Agreement, the "Transaction
Documents") that shall have been executed and delivered by a duly authorized officer of the Company.


 


4. THE
SUBSCRIBER’s Representations, Warranties AND cOVENANTS


 


The Subscriber hereby
acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a) The
Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber, except as may be limited
by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement
of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


 


(b) The
Subscriber acknowledges its understanding that the offering and sale of the Securities is intended to be exempt from registration
under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and/or the provisions of Regulation D promulgated thereunder
(“Regulation D”), if applicable. In furtherance thereof, the Subscriber represents and warrants to the Company
and its affiliates as follows:


 


(i) The
Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. The Subscriber attests that it does not have any such intention.


 


(ii) The
Subscriber realizes that the basis for exemption would not be available if the offering of the Securities is part of a plan or
scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws.


 


(iii) The
Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not
with a view towards, or resale in connection with, any distribution of the Securities .


 


(iv) The
Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


(v) The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of a prospective investment in the Securities. If other than an individual, the Subscriber also represents
it has not been organized solely for the purpose of acquiring the Securities.


 


(vi) The
Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, and has carefully
reviewed such documents and understands the information contained therein, prior to the execution of this Agreement.


 




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(c) The
Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax,
economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with,
only its Advisors. Each Advisor, if any, has disclosed to the Subscriber in writing the specific details of any and all past, present
or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof.


 


(d) The
Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire investment.


 


(e) The
Subscriber will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom,
and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons,
the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot
be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under
the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber
is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the
Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule
144 are met. The Subscriber also understands that the Company is under no obligation to register the Securities on behalf of the
Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable
state securities laws, except as provided in the Registration Rights Agreement. The Subscriber understands that any sales or transfers
of the Securities are further restricted by state securities laws and the provisions of this Agreement. The Securities may be pledged
in connection with a bona fide margin account or other loan or financing 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 Subscriber shall not
be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement
or any other Transaction Document or the Warrants, including, without limitation, this Section 4(e).


 


(f) No
oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if any,
by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with this
offering, other than any representations of the Company contained herein, and in subscribing for the Securities, the Subscriber
is not relying upon any representations other than those contained herein.


 


(g) The
Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until
(i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration
statement that has been declared effective or (ii) in the opinion of counsel for the Company, such Securities may be sold without
registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


THESE SECURITIES
REPRESENTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED
AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


 




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(h) Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Securities
or passed upon or endorsed the merits of the offering.


 


(i) The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and
prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors,
if any.


 


(j) The
Subscriber is unaware of, is in no way relying on, and did not become aware of, the offering through or as a result of, any form
of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet,
in connection with the offering and is not subscribing for Securities and did not become aware of the offering through or as a
result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription by, a person not
previously known to the Subscriber in connection with investments in securities generally.


 


(k) The
Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Agreement or the transactions contemplated hereby.


 


(l) The
Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic
and related considerations of an investment in the Securities, and the Subscriber has relied on the advice of, or has consulted
with, only its own Advisors.


 


(m)  The
Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber
were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(n) No
oral or written representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if
any, in connection with the offering that are in any way inconsistent with the information contained herein.


 


(o) This
Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and
agrees that the Company reserves the right to reject any subscription for any reason.


 


(p) The
Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors,
affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation
whether commenced or threatened) (a “Loss”) arising out of or based upon any representation or warranty of the
Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in
any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber
herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that in the aggregate
exceeds the Subscriber’s Purchase Price tendered hereunder.


 


(q) The
Subscriber is, and on each date on which the Subscriber continues to own the restricted Securities from the offering will be, an
“Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor”
is deemed to be an institution with assets in excess of $5,000,000, or individuals with a net worth in excess of $1,000,000 (excluding
such person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 




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(r) The
Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the offering, and has so evaluated the merits and risks
of such investment. The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term
is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the offering. The
Subscriber is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete
loss of such investment.


 


(s) The
Subscriber has reviewed, or had an opportunity to review, all of the SEC Filings and “Forward Looking Statements” disclaimers
contained therein. In addition, the Subscriber has reviewed and acknowledges it has such knowledge, sophistication, and experience
in securities matters, and understands the risks related to the Company.


 


5. The
Company’s Representations, Warranties and Covenants


 


The Company hereby
acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


 


(a) Organization
and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
state of Nevada. The Company is duly qualified to do business, and is in good standing in the states required due to (a) the ownership
or lease of real or personal property for use in the operation of the Company's business or (b) the nature of the business conducted
by the Company, except where the failure to do so would not result in a material adverse effect to the Company. The Company has
all requisite power, right and authority to own, operate and lease its properties and assets, to carry on its business as now conducted,
to execute, deliver and perform its obligations under the Transaction Documents and the Warrants, and to carry out the transactions
contemplated hereby and thereby. All actions on the part of the Company and its officers and directors necessary for the authorization,
execution, delivery and performance of each of the Transaction Documents and the Warrants, the consummation of the transactions
contemplated hereby and thereby, and the performance of all of the Company's obligations under the Transaction Documents have been
taken or will be taken prior to the Closing and no further filing, consent or authorization is required by the Company, its board
of directors, or its shareholders. Each Transaction Document has been duly executed and delivered by the Company, and each Transaction
Document is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.


 


(b) Issuance
of Securities. The Securities to be issued to the Subscriber pursuant to this Agreement and the Warrants, when issued and delivered
in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued and will be fully paid and non-assessable.


 


(c)  Share
Capital. The share capital of the Company, including the Securities, conforms in all material respects to each description
thereof, if any, contained in the SEC Filings; and, to the extent such Securities are certificated, the certificates for the Securities
are in due and proper form.


 




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(d) Authorization;
Enforcement. The execution, delivery and performance of each of the Transaction Documents and the Warrants, and the consummation
of the transactions contemplated hereby and thereby will not (a) constitute a violation (with or without the giving of notice or
lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or
other governmental authority 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, (b) require any consent, approval or authorization of, or declaration, filing
or registration with, any court, governmental agency or any regulatory commission, board, body, authority of self-regulatory agency
or any other person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration
or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease,
note or other restriction, encumbrance, obligation or liability to which the Company or any of its subsidiaries is a party or by
which it is bound or to which any assets of the Company or any of its subsidiaries are subject, (d) result in the creation of any
lien or encumbrance upon the assets of the Company or any of its subsidiaries, or upon the Securities or any other securities of
the Company, (e) conflict with or result in a breach of or constitute a default under any provision of those certain articles of
incorporation (“Articles of Incorporation”) those certain bylaws (“Bylaws”) of the Company,
or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company
or its subsidiaries.


 


(e) SEC
Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to the Subscriber through
the EDGAR system true and complete copies of each of the Company’s Quarterly Reports on Form 10-Q, Annual Reports on Form
10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated
herein by reference. As of their respective filing dates, the SEC Filings conformed in all material respects with the requirements
of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Filings, and none of
the SEC Filings, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Filings 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 generally accepted accounting principles
("GAAP"), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to
the Subscriber which is not included in the SEC Filings, including, without limitation, information referred to in Section 4(b)
of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not
misleading. Except as set forth in the financial statements, the Company has no material liabilities or obligations, contingent
or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2019; (ii) obligations
under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or
nature not required under GAAP to be reflected in the financial statements, which, in all such cases would not, individually and
in the aggregate, have a material adverse effect.


 


(f)  No
Material Adverse Change. Except as disclosed in the SEC Filings, subsequent to the respective dates as of which information
is given in the SEC Filings, in each case excluding any amendments or supplements to the foregoing made after the execution of
this Agreement, there has not been (i) any material adverse change, or any development involving a prospective material adverse
change, in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries
taken as a whole, (ii) any transaction which is material to the Company and its subsidiaries taken as a whole, (iii) any obligation
or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any subsidiary, which
is material to the Company and the subsidiaries taken as a whole, (iv) any change in the share capital, capital stock or outstanding
indebtedness of the Company or any subsidiary or (v) any dividend or distribution of any kind declared, paid or made on the share
capital or capital stock of the Company or any subsidiary.


 




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(g) No
Litigation. Except as described in the SEC Filings, there are no actions, suits, claims, investigations or proceedings pending
or, to the Company’s knowledge, threatened or contemplated to which the Company or any of its subsidiaries or any of their
respective directors or officers is or would be a party or of which any of their respective properties is or would be subject at
law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority
or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority, except any such action,
suit, claim, investigation or proceeding which, if resolved adversely to the Company or any subsidiary, would not, individually
or in the aggregate, have a material adverse effect;


 


(h) Compliance
with Other Instruments. The Company is not in violation or default (i) of any provisions of the Articles of Incorporation
or the Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision
of federal or state statute, rule or regulation applicable to the Company, except, in the case of clauses (ii), (iii) and (iv)
above, for any such violation that would not have a material adverse effect. 


 


(i) Governmental
Authorization, etc. Each of the Company and the subsidiaries has all necessary licenses, authorizations, consents and approvals
and has made all necessary filings required under any applicable law, regulation or rule, and has obtained all necessary licenses,
authorizations, consents and approvals from other persons, in order to conduct their respective businesses, except where the failure
to have or have obtained such licenses, authorizations, consents or approvals or make such filings would not, individually or in
the aggregate, have a material adverse effect; neither the Company nor any of the subsidiaries is in violation of, or in default
under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent
or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the
Company or any of its subsidiaries, except where such violation, default, revocation or modification would not, individually or
in the aggregate, have a material adverse effect;


 


(j) Tax
Filings. All material tax returns required to be filed by the Company or any of the subsidiaries have been timely filed (within
any applicable time limit extensions permitted by the relevant tax authority), and all material taxes and other assessments of
a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable
thereto due or claimed to be due from such entities have been timely paid, other than those being contested in good faith and for
which adequate reserves have been provided;


 


(k) No
Financial Advisor. The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s
length purchaser with respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that
the Subscriber is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to any
of the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Subscriber or any
of its representatives or agents in connection with each of the Transaction Documents and the transactions contemplated hereby
and thereby is merely incidental to the Subscriber’s purchase of the Securities. The Company further represents to the Subscriber
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation of
the transactions contemplated hereby and thereby by the Company and its representatives.


 


(l) No
General Solicitation; No Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor, to the Company’s
knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither the Company nor any of its subsidiaries
has engaged any placement agent or other agent in connection with the sale of the Securities.


 




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(m) No
Integrated Offering. None of the Company, its subsidiaries, any of their affiliates, and, to the Company’s knowledge,
any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the Securities
Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval
of shareholders of the Company for purposes of any applicable shareholder approval provisions. None of the Company, its subsidiaries,
their affiliates and, to the Company’s knowledge, any person acting on their behalf will take, directly or indirectly, any
action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities
under the Securities Act or cause the offering of the Securities to be integrated with other offerings for purposes of any such
applicable shareholder approval provisions.


 


(n) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, the Bylaws or the laws of the
State of Nevada or any other applicable jurisdiction which is or could become applicable to the Subscriber as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Subscriber’s
ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render
inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock
or a change in control of the Company.


 


(o)  Transfer
Taxes. At Closing, all share transfer or other taxes (other than income or similar taxes) which are required to be paid in
connection with the issue of the Securities hereunder will be, or will have been, fully paid or provided for by the Company, and
all laws imposing such taxes will be or will have been complied with.


 


(p) Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result in the stabilization or manipulation of the price of the Common Stock of the Company to facilitate
the sale or resale of the Common Stock or (ii) sold, bid for, purchased, or paid any compensation for soliciting subscriptions
of, the Securities.


 


(q) Disclosure.
The Company confirms that neither it nor, to the Company’s knowledge, any other person acting on its behalf has provided
the Subscriber or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material,
nonpublic information. The Company understands and confirms that the Subscriber will rely on the foregoing representations in effecting
transactions in securities of the Company. All disclosure provided to the Subscriber regarding the Company or any of its subsidiaries,
their business and the transactions contemplated hereby furnished by the Company is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. No material event or circumstance has occurred or material
information exists with respect to the Company or any of its subsidiaries or its or their business, properties, prospects, operations
or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed.


 




    - 9 -


     


    

 


(r) Indemnification.
The Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, members,
partners, agents, advisors, shareholders, and each other person, if any, who controls any of the foregoing from and against any
and all Loss arising out of or based upon any representation or warranty of the Company contained herein or in any document furnished
by the Company to the Subscriber in connection herewith being untrue in any material respect, any breach or failure by the Company
to comply with any covenant or agreement made by the Company to the Subscriber in connection therewith or any
untrue statement of a material fact in the SEC Filings or any omission to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that the Company’s liability shall not exceed the Subscriber’s Purchase Price tendered hereunder.


 


(s) Capitalization
and Additional Issuances. The authorized, issued and outstanding capital stock of the Company is as set forth in the SEC Filings.
Except as set forth in the SEC Filings and as otherwise required by law, there are no restrictions upon the voting or transfer
of any of the Securities or capital stock of the Company pursuant to the Articles of Incorporation, the Bylaws or other governing
documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.


 


(t) Private
Placements. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 3, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscriber as contemplated
hereby.


 


(u) Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities will not
be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.


 


6. COVENANTS


 


(a) Best
Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and conditions to be satisfied by it
as provided in Section 3 of this Agreement.


 


(b) Blue
Sky. The Company, on or before the Closing, shall take such action as is necessary in order to obtain an exemption for or to
qualify the Securities for subscription by the Subscriber at the Closing pursuant to this Agreement under applicable securities
or “Blue Sky” laws of the states of the United States, if any, and shall upon request provide evidence of any such
action so taken to the Subscriber on or prior to the Closing. The Company shall make all filings and reports relating to the offer
and issue of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States
following the Closing; provided, however, the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation or as a dealer in securities in any jurisdiction or to consent to general service
of process in any jurisdiction.


 


(c) Reporting
Status. From the date hereof until the date on which the Investors (as defined in the Registration Rights Agreement) shall
have sold all the Securities or are able to sell all the Securities under Rule 144 without the requirement for the Company to be
in compliance with the current public information required thereunder and without volume or manner of sale restrictions and none
of the Warrants is outstanding (the “Reporting Period”), the Company shall timely file all reports required
to be filed with the SEC pursuant to the Exchange Act, including any extension period under Rule 12b-25 of the Exchange
Act, and the Company shall not terminate its status as an issuer required to file those reports it is currently required to file
under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.


 


(d) Use
of Proceeds. The Company will use the proceeds from the issue of the Shares as set forth on Exhibit C attached hereto
and made part hereof.


 




    - 10 -


     


    

 


(e) Financial
Information. The Company agrees to send the following to each Investor during the Reporting Period, unless the following are
filed with the SEC through EDGAR and are available to the public through the EDGAR system: (i) within one (1) Business Day after
the filing thereof with the SEC, a copy of its Annual Reports in Form 10-K and Quarterly Reports on Form 10-Q, any Current Reports
on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act and (ii)
if requested, a report prepared by management of the Company detailing the activities of the Company for the immediately preceding
month delivered no later than the tenth (10th) day of each month following such request.


 


(f) Listing.
The Company shall discuss with the Subscriber at least on a quarterly basis and in advance of any consideration by the board of
directors of the Company its current plans to list its equity securities for trading on a national securities exchange, including
the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors).


 


(g) Shareholder
Rights. The Company shall not take any action, other than ordinary course activity of the Company, including but not limited
to, any change in management or board of directors of the Company, any change of the Company’s independent public accountant,
the listing of equity securities of the Company for trading on a national securities exchange, the incurrence of any expenses above
$50,000.00, or any other material action, without the prior express written consent of Maso Capital Partners Ltd. (“Maso
Capital”); provided, however, that, the obligation to obtain Maso Capital's written consent with respect to incurrence of
expenses above $50,000.00 shall terminate upon notice from Maso Capital to the Company.


 


(h) Conduct
of Business. During the Reporting Period, the business of the Company and its subsidiaries shall not be conducted in violation
of any law, ordinance or regulation of any governmental entity, except where such violations would not reasonably be expected to
result, either individually or in the aggregate, in a material adverse effect.


 


(i) Corporate
Existence. So long as any Subscriber beneficially owns any Warrants, the Company shall maintain its corporate existence and
shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale
of all or substantially all of the Company’s assets where the surviving or successor entity in such transaction (if other
than the Company) (i) assumes the Company’s obligations under the Warrants and the Registration Rights Agreement and (ii)
is a publicly traded entity whose common equity is quoted on or listed for trading on a national securities exchange registered
with the SEC under Section 6 of the Exchange Act.


 


(j) DTC.
The Company shall (i) facilitate the eligibility and acceptance of certificates representing the Registrable Securities (not bearing
any restrictive legend and in a form eligible for deposit with The Depository Trust Company (“DTC”)) for delivery
of any sale of such Registrable Securities to be offered pursuant to a Registration Statement (each, as defined in the Registration
Rights Agreement) through the facilities of DTC upon the effectiveness of such Registration Statement and (ii) make any necessary
changes to the Warrants to facilitate DTC eligibility as reasonably acceptable to the Subscriber.


 


(k) Warrants.
The Company has agreed to issue warrants to all of its shareholders of record as of April 15, 2020 (the “Record Date”).
As soon as practicable after the Record Date, the Company will deliver, or cause to be delivered, to the Subscriber five (5) shares
of each of Class A Warrants, Class B Warrants, Class C Warrants and Class D Warrants per each Share (collectively, the "Warrants"),
that shall have been executed by a duly authorized officer of the Company.


 


(l) Registration
of Securities. The Company will register the Securities pursuant to the terms and conditions of the Registration Rights Agreement.




    - 11 -


     


    

  


7.  REGISTER;
TRANSFER AGENT INSTRUCTIONS


 


(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Common Stock or Warrants), a register for the Common Stock and Warrants in which the Company shall
record the name and address of the person in whose name the Common Stock or Warrants have been issued (including the name and address
of each transferee) and the number of Warrant Shares issuable upon exercise of the Warrants held by such person. The Company shall
keep the register open and available at all times during business hours for inspection of the Subscriber or its legal representatives.


 


(b) Transfer
Agent Matters. The Company represents and warrants that no instruction, other than stop transfer instructions to give effect
to Section 4(e) hereof, will be given by the Company to its transfer agent or any subsequent transfer agent with respect to
the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to
the extent provided in this Agreement, the other Transaction Documents and the Warrants. If the Subscriber effects a sale, assignment
or transfer of the Securities in accordance with Section 4(e), the Company shall permit the transfer and shall promptly instruct
its transfer agent to issue one or more certificates, or credit shares or warrants to the applicable balance accounts at DTC, in
such name and in such denominations as specified by the Subscriber to effect such sale, transfer or assignment. In the event that
such sale, assignment or transfer involves Common Stock, Warrants or Warrant Shares sold, assigned or transferred pursuant to an
effective registration statement or, to the extent available, pursuant to Rule 144, the transfer agent shall issue such Securities
to the Subscriber, assignee or transferee, as the case may be, without any restrictive legend.


 


(c)  Breach.
The Company acknowledges that a breach by it of its obligations under this Section 7 will cause irreparable harm to a Subscriber.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 7 will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 7, that the Subscriber
shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


8. MISCELLANEOUS
PROVISIONS


 


(a) All
parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of
the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


 


(b) Each
of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation
and review of this Agreement and related documentation.


 


(c) Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification, discharge or termination is sought.


 


(d) The
representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution
and delivery of this Agreement and the delivery of the Securities.


 


(e) Any
party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth on
the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier, messenger
service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed
to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to
which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written
notice in the manner herein set forth.


 




    - 12 -


     


    

  


(f) Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement
and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person
or entity, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs, executors, administrators,
successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding between the parties
as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every
nature among them.


 


(g) This
Agreement is not transferable or assignable by the Subscriber.


 


(h) This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its
conflicts of law principles. Any action brought by either party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state and/or federal courts located in New York, New York. The parties 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. The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs.


 


(i) WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(j) This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature Pages Follow]


 




    - 13 -


     


    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	HOMETOWN INTERNATIONAL, Inc. 	 	Address for Notices:
	 	 	25 E. Grant Street
	 	 	Woodstown, NJ, 08098 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 	 	 
	The Crone Law Group, P.C.	 	 
	500 Fifth Avenue, Suite 938	 	 
	New York, NY 10110	 	 
	Attn: Mark Crone	 	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE PAGE FOR SUBSCRIBER FOLLOWS]


 




    - 14 -


     


    

 


[Subscriber
SIGNATURE PAGE TO HOMETOWN INTERNATIONAL, INC. 


 


SUBSCRIPTION
AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the
__________ day of _______________, 2020.


 


Name of Subscriber:


 


Signature of Authorized Signatory of
Subscriber: __________________________________


 


Name of Authorized Signatory: 


 


Email Address of Authorized Signatory:
__________________________________________


 


Facsimile Number of Authorized Signatory:
_______________________________________


 


Address for Notice to Subscriber: ___________________________________


 


Address for Delivery of Securities to Subscriber
(if not same as address for notice):


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Purchase Price: $_______________


 


Amount of Shares: _______________


 


EIN Number, if applicable, will be provided
under separate cover: ________________________


 


[SIGNATURE PAGES CONTINUE]


 




    - 15 -


     


    

 


INVESTOR QUESTIONNAIRE


 


Instructions: Check all boxes below
which correctly describe you.


 


		☐	You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv)
an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as
defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii)
a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit
plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1)
the decision that you shall subscribe for and purchase Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total
assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons
or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation
D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Shares is made
solely by persons or entities that are accredited investors.



 


		☐	You are a private business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended.



 


		☐	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case
not formed for the specific purpose of making an investment in the Shares and its underlying securities in excess of $5,000,000.



 


		☐	You are a director or executive officer of the Company.



 


		☐	You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds
$1,000,000 (excluding residence) at the time of your subscription for and purchase of the Shares.



 


		☐	You are a natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable
expectation of reaching the same income level in the current year.



 


		☐	You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose
of acquiring the Shares and whose subscription for and purchase of the Shares is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of Regulation D.



 


		☐	You are an entity in which all of the equity owners are persons or entities described in one of
the preceding paragraphs.



 




    - 16 -


     


    

  


Check all boxes below which correctly describe you.


 


With respect to this investment in the Shares, your:


 


Investment Objectives:  ☐
Aggressive Growth ☐ Speculation


 


Risk Tolerance:                ☐
Low Risk         ☐ Moderate Risk       ☐
High Risk


 


Are you associated with a FINRA Member Firm?  ☐
Yes  ☐ No


 


Your initials (subscriber
and co-subscriber, if applicable) are required for each item below:


 


____  
____  I/We understand that this investment is not guaranteed.


 


____  
____  I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment
in this offering.


 


____  
____  I/We confirm that this investment is considered “high risk.” (This type of investment is considered
high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control
of the investors. While potential loss is limited to the amount invested, such loss is possible.)


 


The Subscriber hereby
represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the
Subscription Agreement pursuant to which it purchased the Shares.


 




    - 17 -


     


    

  


	 	 
	Name of Subscriber  [please print]	 
	 	 
	 	 
	Signature of Subscriber
    (Entities please provide signature of Subscriber’s duly authorized signatory.) 	 
	 	 
	 	 
	Name of Co-Subscriber  [please print]	 
	 	 
	 	 
	Signature of Co-Subscriber	 
	 	 
	 	 
	Name of Signatory (Entities only) 	 
	 	 
	 	 
	Title of Signatory (Entities only)	 


 




    - 18 -


     


    

  


Exhibit A


 


Registration Rights Agreement


 




    - 19 -


     


    

  


Exhibit B


 


Wire Instructions


 


Wells Fargo Bank, NA


North Carolina


ABA # 121000248


FAO: Hometown International, Inc.


Account # 9157697609


 


For International Wire Transfers use:


SWIFT code is: WFBIUS6S


 




    - 20 -


     


    

  


Exhibit C


 


Use of Proceeds


 


 


 - 21 -