Exhibit 10.2


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


COMMON
STOCK PURCHASE WARRANT


 


FOMO
CORP.


 


	Warrant
    Shares: 216,666,667	Initial
    Issue Date: October 19, 2021
	Aggregate
    Exercise Amount: $325,000	 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GS CAPITAL PARTNERS, LLC, or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Issue Date”) and on or prior to the close of business
on the three (3) year anniversary of the Initial Issue Date (as subject to adjustment hereunder, the “Termination Date”),
to subscribe for and purchase from FOMO CORP., a California corporation (the “Company”), up to 216,666,667 shares
(as subject to adjustment herein, the “Warrant Shares”) of common stock of the Company (the “Common Stock”).
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.2.


 


ARTICLE
1 EXERCISE RIGHTS


 


The
Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below.


 


1.1
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time,
by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice
of Exercise form annexed hereto. Within three (3) business days following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or check drawn on a United
States bank unless the cashless exercise procedure specified in Section 1.3 below is specified in the applicable Notice of Exercise.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the
date of such purchases. The Company shall deliver any objection to any Notice of Exercise form within two (2) business days of receipt
of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 


1.2
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.0015 per share, subject to adjustment
hereunder (the “Exercise Price”). The aggregate exercise price is $325,000.


 


1.3
Cashless Exercise. In the event that shares covered by this Warrant are not subject to a registration statement at the time
of exercise, then, in addition to a cash exercise, this Warrant may also be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)
    =	the
closing price of the Common Stock immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;
	 	 	 
	 	(B)
    =	the
Exercise Price of this Warrant, as adjusted hereunder; and 
	 	 	 
	 	(X)
    =	the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.


 




    	 	1	 



     


    

 


1.4
Delivery of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder within three (3) business days of Notice
of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”) or by delivery
of physical certificate. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of the Notice of
Exercise. Holder may assess penalties or liquidated damages (both referred to herein as “penalties”) as follows. For each
exercise, in the event that shares are not delivered by the third business day (inclusive of the day of exercise if received before 4:00
pm EST), the Company shall pay the Holder in cash a penalty of $1,000 per day for each day after the third business day until share delivery
is made. The Company will not be subject to any penalties once its transfer agent correctly processes the shares to the DWAC system.
The Company will make its best efforts to deliver the Warrant Shares to the Holder the same day or next day.


 


1.5
Delivery of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled
without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the Company
shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to the original date of this
Warrant.


 


1.6
Intentionally Omitted.


 


1.7
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to abide by the terms of this Warrant and fails to cause its transfer agent to transmit to the Holder
the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times
(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
(x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss.


 


1.8
Make-Whole for Market Loss after Exercise. At the Holder’s election, if the Company fails to abide by the terms of this
Warrant and fails to deliver to the Holder the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate)
and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written
notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as
follows:


 




    	 	2	 



     


    

 


Market
Price Loss = [(High trade price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number
of Warrant Shares)]


 


The
Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day from the time
of the Holder’s written notice to the Company.


 


1.9
Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails to abide by the terms of this Warrant
and fails for any reason to deliver to the Holder the Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure
to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the
time of the Holder’s written notice to the Company.


 


1.10
Choice of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections
1.8 or 1.9 of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


1.11
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Company for any issue or transfer
tax or other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Holder,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Holder
shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.


 


1.12
Holder’s Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the
Holder exercise any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 9.9% of the Common
Stock outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written request of Holder, the
Company shall within two (2) business days confirm in writing to the Holder the number of shares of Common Stock then outstanding.


 


ARTICLE
2 ADJUSTMENTS


 


2.1
Stock Dividends and Splits. If the Company, at any other time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares
of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 




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2.2
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or
evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by
the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.


 


2.3
Intentionally Omitted.


 


2.3
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company and the Holder
shall promptly notify each other (by written notice) setting forth the proposed Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE
3 COMPANY COVENANTS


 


3.1
Reservation of Shares. As of the issuance date of this Warrant and for the remaining period during which the Warrant is exercisable,
the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant
Shares upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly and validly
issued, fully paid and non-assessable. The Company agrees that its issuance of this Warrant constitutes full authority to its officers,
agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary Warrant Shares
upon the exercise of this Warrant. No further approval or authority of the stockholders of the Board of Directors of the Company is required
for the issuance of the Warrant Shares


 


3.2
No Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


ARTICLE
4 MISCELLANEOUS


 


4.1
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


4.2
Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including,
without limitation, any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed
by the Holder or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant,
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this Warrant.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


 




    	 	4	 



     


    

 


4.3
Assignability. The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and
will inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing without
the Company’s approval.


 


4.4
Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile
or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 


4.5
Governing Law. This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of New York,
without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the State of New
York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.


  


4.6
Delivery of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only
by Holder against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such
action or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, or process server to the Company
at its last known address or to its last known attorney set forth in its most recent SEC filing.


 


4.7
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised, this
Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be interpreted
by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock exceeds
the Exercise Price.


 


4.8
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


4.9
Attorney Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be entitled
to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief
to which the prevailing party may be entitled.


 


4.10
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel.


 


4.11
Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


4.12
Amendment Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this
instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.13
No Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or
effect any “short sale” of the common stock or hedging transaction which establishes a net short position with respect to
the common stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately
completed Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares
issuable under such Notice of Exercise would not be considered short sales.


 


*            *            *


 




    	 	5	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.


 


	 	FOMO
    CORP.
	 	 
	 	 	
	 	By:
    	Vikram
    Grover, CEO
	 	 	 
	 	HOLDER:
    GS CAPITAL PARTNERS, LLC
	 	 	 
	 	 	 
	 	By:	 


 




    	 	6	 



     


    

 


NOTICE
OF EXERCISE


 


To:
FOMO CORP.


 


(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.


 


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


 


[  ]
in lawful money of the United States; or


 


[  ]
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
Section 1.3.


 


(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


    ______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


    ______________________________


 


    ______________________________


 


    ______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


	Name:	 	 
	Date: