Exhibit
10.1


 








 


THIS
WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


FOMO
CORP.


 


WARRANT
TO PURCHASE 160,000,000 SHARES





(SUBJECT
TO ADJUSTMENT)





OF
COMMON STOCK





(Void
after October 11, 2025)


 


This
certifies that for value ELMCORE SECURITIES LLC (“Holder”) is entitled, subject to the terms set forth below,
at any time from and after October 12, 2022 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time,
on October 11, 2025, to purchase from FOMO CORP., a California Corporation (the “Company”), 160,000,000 shares
of common stock (the “Common Stock”) of the Company, as constituted on the Original Issuance Date, upon surrender
hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto
as Exhibit A and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided,
at the exercise price per share equal to $0.001 per share (the “Purchase Price”). Term “Common
Stock” shall include, unless the context otherwise requires, the stock and other securities and property at the time receivable
upon the exercise of this Warrant. The term “Warrants” as used herein shall include this Warrant and any warrants
delivered in substitution or exchange therefor as provided herein. This Warrant was issued in connection with an Investment Banking Agreement (the “Engagement”) between ELMCORE SECURITIES LLC and FOMO CORP. executed on September 26, 2022.


 




    	 



     


    

 


1. Exercise.
The Holder may exercise this Warrant at any time or from time to time and after the Original Issuance Date and before 5:00 p.m., Eastern
Time, on FEBRUARY 25, 2025, on any business day in a cashless exercise transaction. In order to effect a Cashless Exercise, the Holder
shall surrender this Warrant at the principal office of the Company at FOMO CORP. located at 1 E Erie St, Ste 525 Unit #2250, Chicago,
IL 60611 or c/o California Registered Agents Inc. 1267 Willis St., Ste 200, Redding, CA 96001, together with Subscription Form, completed
and executed, indicating Holder’s election to effect a Cashless Exercise, in which event the Company shall issue Holder a number
of shares of Common Stock equal to:


 


X
= Y (A-B)/A


 


	where:	X=
    the number of shares of Common Stock to be issued to Holder.
	 	 
	 	Y=the
    number of shares of Common Stock purchasable under 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.

     

    B
    = the exercise price of this Warrant as adjusted hereunder; and

	 	 
	 	A
    = the VWAP of the trading day 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.


 


2.
“Fair Market Value” shall mean, as of any date, (i) if shares of the Common Stock are listed on a national securities
exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding
the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked
prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the Nasdaq SmallCap
Market www.nasdaq.com (“NSCM”), the average of the closing prices as reported on the NSCM during the ten (10)
consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the
mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NSCM; or if
applicable, the Nasdaq National Market (“NNM”), or if not then included for quotation on the NNM or NSCM, the
average of the highest reported bid and lowest reported asked prices as reported by the OTC Markets System or the National Quotations
Bureau, as the case may be, or (iii) if the shares of the Common Stock are not then publicly-traded, the fair market price, not less
than book value thereof, of the Common Stock as determined in good faith by the Holder.


 


3. Shares
Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the exercise of a Warrant shall be validly issued, fully paid
and non-assessable, and the Company shall pay all taxes and other governmental charges (other than income taxes to the holder) that may
be imposed in respect of the issue or delivery thereof.


 


4. Transfer
and Exchange. This Warrant and all rights hereunder are transferable and/or subject to assignment only to Elmcore Group Inc. (parent
of Elmcore Securities LLC) and no other parties or entities.


 


5. Anti-Dilution
Provisions. Not applicable.


 


6. Adjustment
for Dividends in Other Stock and Property Reclassifications. Not applicable.


 




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7. Adjustment
for Reorganization, Consolidation and Merger. In case of any reorganization of the Company (or any other corporation the stock or
other securities of which are at the time receivable on the exercise of this Warrant) after the Original Issuance Date, or in case, after
such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey all
or substantially all its assets to another corporation or entity, then and in each such case Holder, upon the exercise hereof as provided
in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled
to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation,
the stock or other securities or property to which such Holder would have been entitled upon such consummation if Holder had exercised
this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 4; in each such case,
the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of
this Warrant after such consummation.


 


8. Adjustment
for Certain Dividends and Distributions. If the Company at any time or from time to time makes, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and
in each such event


 


(1) the
Purchase Price then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Purchase Price then in effect by a fraction (A) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business
on such record date, and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common
Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed
accordingly as of the close of business on such record date, and thereafter the Purchase Price shall be adjusted pursuant to this Section
4.D as of the time of actual payment of such dividends or distributions; and


 


(2) the
number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such
issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease
in the Purchase Price.


 


9. Stock
Split and Reverse Stock Split. If the Company at any time or from time-to-time effects a stock split or subdivision of the outstanding
Common Stock, the Purchase Price then in effect immediately before that stock split or subdivision shall be proportionately decreased
and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately increased.
If the Company at any time or from time to time effects a reverse stock split or combines the outstanding shares of Common Stock into
a smaller number of shares, the Purchase Price then in effect immediately before that reverse stock split or combination shall be proportionately
increased and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately
decreased. Each adjustment under this Section 4.E shall become effective at the close of business on the date the stock
split, subdivision, reverse stock split or combination becomes effective.


 




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10. No
Impairment. The Company will not, by amendment of its Amended and Restated Articles 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 to be observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holders of the Warrants against impairment.


 


11. Restrictive
Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES
MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT
TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY
WITH THE ACT.


 


12. Notices
of Record Date. In case:


 


● the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of the Warrants) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any other right, or


 


● of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation,
or


 


● of
any voluntary dissolution, liquidation or winding-up of the Company,


 


then,
and in each such case, the Company will mail or cause to be mailed to each holder of a Warrant at the time outstanding a notice specifying,
as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up is expected to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of the Warrants) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, such notice shall be
mailed at least twenty (20) days prior to the date therein specified.


 




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13. Stock
Purchase Rights. Not applicable.


 


14. Loss
or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise of reasonable discretion) of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and (in the case of loss, theft or destruction) of indemnity satisfactory
to it (in the exercise of reasonable discretion), and (in the case of mutilation) upon surrender and cancellation thereof, the Company
will execute and deliver in lieu thereof a new Warrant of like tenor.


 


15. Reservation
of Common Stock. Upon execution of this Agreement the Company shall issue an irrevocable instruction letter to Signature Stock Transfer,
Inc. to, as soon as shares are available, at all times reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.


 


16. No
Redemption of Warrant. This Warrant may not be redeemed.


 


17. Notices.
All notices and other communications from the Company to the Holder of this Warrant shall be mailed by certified mail to the address
furnished to the Company in writing by the holder of this Warrant who shall have furnished an address to the Company in writing.


 


18. Change;
Modifications; Waiver. The terms of this Warrant may only be amended, waived and or modified by written agreement of the Company
and the Holder


 


19. Headings.
The headings in this Warrant are for purposes of convenience in reference only and shall not be deemed to constitute a part hereof.


 


20. Law.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to the
conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City of Chicago, Cook
County and State of Illinois. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction
of the federal and state courts located in the City of Chicago, Cook County and State of Illinois and agree that any process in any such
action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested,
with the same full force and effect as if personally served upon them in Chicago. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto.
In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto
of its reasonable counsel fees and disbursements.


 


Dated:
October 12, 2022


 


	 	FOMO
    CORP.
	 	 	 
	 	By:	 
	 	Name:	VIKRAM
    GROVER
	 	Title:	CEO


 




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SUBSCRIPTION
FORM


 


(To
be executed only upon exercise of Warrant)


 


The
undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of Common
Stock of FOMO CORP., purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant.


 


Dated:________________________  


 


	 	 
	 	(Signature
    of Registered Owner)
	 	 
	 	 
	 	(Street
    Address)
	 	 
	 	 
	 	(City
    / State / Zip Code)


 




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