Blackstar Enterprise Group, Inc. Warrant Number: _____
(“the Grant Date”)




    

 EXHIBIT 10.2


 


NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK UNDERLYING THIS WARRANT WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES
ACT"). THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAW;
OR (ii) SUCH REGISTRATION.


 


WARRANT TO PURCHASE DIGITAL SHARES OF COMMON
STOCK


 


BLACKSTAR ENTERPRISE GROUP, INC.


 


THIS WARRANT TO PURCHASE DIGITAL SHARES
OF COMMON STOCK ("WARRANT") CERTIFIES THAT, for value received, __________________ (the "Holder"),
is entitled to subscribe for and purchase from BLACKSTAR ENTERPRISE GROUP, INC.,  (the "Company"), a corporation
organized and existing under the laws of the State of Delaware, at the Warrant Exercise Price specified below during the exercise
period specified below to and including _____________ (--) fully paid and non-assessable digital shares of Common Stock
of the Company (the "Common Stock").


 


The exercise price of this
Warrant (subject to adjustment as noted below) shall be ($0.60) Sixty Cents per share (The "Warrant Exercise Price").


 


This Warrant is subject
to the following provisions, terms, and conditions:


 


		1.	Exercise. This Warrant or any portion thereof shall be exercisable at any time from
and after the date hereof, by the registered Holder by payment of the Warrant Exercise Price per share in immediately available
funds to the Company at any time prior to 5:00 p.m., Delaware time, on February 5, 2021(“the Expiration Date”). This
Warrant may be exercised as a cashless exercise, by deducting the closing market price of the shares sufficient to pay the total
due to be paid for the exercise, with the balance of the shares then being issued without further consideration.



 


		2.	Optional Call. The Warrant shall be callable, at the option of the Company, in the
first year from the Grant Date, if prior to the expiration of such year the Company secures and receives funding of at least $500,000
from a Qualified Private Placement sale of its common stock. (Qualified Private Placement shall mean an offering of common stock
at $1.00 per share or more via a Private Placement.) The Warrant is callable at the Warrant Exercise Price. The Holder shall have
sixty (60) days after the consummation of the receipt of $500,000 in the Qualified Private Placement stock offering from a call
issued under this Section 2 to exercise this Warrant, if the Warrant is not called pursuant to this provision within eighteen months
from the Grant Date, the Warrant will have an Expiration Date as defined in Section 1 and will remain exercisable at any time.



 


		3.	Representations and Warranties. The Company represents and warrants that:



 


		(a)	the Company has all requisite power and authority to execute, issue and perform this Warrant and
to issue the Common Stock;





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    	Blackstar Enterprise Group, Inc. Warrant Number: _____
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		(b)	this Warrant has been duly authorized by all necessary corporate action, has been duly executed
and delivered, and is a legal and binding obligation of the Company;



 


		(c)	all shares which may be issued upon the exercise of the rights represented by this Warrant according
to the terms hereof or represented by the Common Stock will, upon issuance, be duly authorized and issued, fully paid, and nonassessable;
and



 


		(d)	during the period within which the rights represented by this Warrant may be exercised, the Company
will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this
Warrant.



 


		4.	Adjustments.



 


		(a)	In case the Company shall



 


 


	 	(i)	declare a dividend upon the Common Stock payable in Common Stock (other than a dividend
    declared to effect a subdivision of the outstanding shares ofCommon Stock, as described in subparagraph (b) below) or any
    obligations orany shares of stock of the Company which are convertible into or exchangeablefor Common Stock (such
    obligations or shares of stock being hereinafterreferred to as "Convertible Securities"), or in any rights or
    options to purchaseany Common Stock or Convertible Securities, or






 





	 	(ii)	declare any other dividend or make any other distribution upon the Common Stock,






  


then thereafter the holder of this
Warrant upon the exercise hereof will be entitled to receive the number of shares of Common Stock to which such holder shall be
entitled upon such exercise, and, in addition and without further payment therefor, such number of shares of Common Stock, such
that upon exercise hereof, such holder would receive as a result of each dividend described in clause (i) above and each dividend
or distribution described in clause (ii) above which such holder would have received by way of any such dividend or distribution
if, continuously since the record date for any such dividend or distribution, such holder (x) had been the record holder of the
number of shares of Common Stock then received, and (y) had retained all dividends or distributions in stock or securities (including
Common Stock or Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities) payable
in respect of such Common Stock or in respect of any stock or securities paid as dividends or distributions and originating directly
or indirectly from such Common Stock.


 


		(b)	In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the number of shares subject to this Warrant immediately prior to such subdivision shall be proportionately increased,
and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares,
the number of





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(“the Grant Date”)




    

shares subject to this Warrant immediately
prior to such combination shall be proportionately reduced.


 


		(c)	If any capital reorganization or reclassification of the capital stock of the Company, consolidation
or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation
shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect
to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale,
lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the
provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of shares
purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities, or assets thereafter deliverable upon the exercise hereof.



 


		(d)	Excluding a potential merger with a public company candidate currently in contemplation (the “Merger”),
to which warrant holder consents by its subscription hereto and in which, if completed, the public company will assume and accede
to all of the liabilities and obligations of the company hereunder, and under which the public company will issue an equal number
of notes with identical terms and conditions as those in the Company, and common shares, preferred shares of identical classes
and warrants in exchange for the notes, shares and warrants of Blackstar Enterprise Group, Inc., Inc., and excluding those events
set forth in the two paragraphs following this paragraph, if (i) all or any portion of the warrant shall be exercised subsequent
to any share dividend, split-up, recapitalization, merger, consolidation, or liquidation occurring after the date hereof, as a
result of which shares of any class shall be issued in respect to outstanding Common Stock or Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes (a “Reorg Event”), or (ii) if Common
Stock or securities exercisable for or convertible into Common Stock are issued at a price less than $0.50 (as adjusted for stock
splits, stock dividends and the like)(a “Dilutive Event”) the person or persons so converting the Convertible Promissory
Note shall receive, for the aggregate price paid upon such conversion, the aggregate number and class of shares which such person
would have received, if Common Stock (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate
price as those shares offered and sold at a price (equal to the price in the Dilutive Event) and all such share dividends, split-ups,
recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations
in all Reorg Events; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price
paid shall be appropriately reduced on account of any fractional share not issued. Management and Employee incentive warrants and
Management Reserve Growth Bonus Warrants shall, in all instances, have a minimum issue price of





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(“the Grant Date”)




    

$1.00 per share and shall not be
deemed to trigger anti-dilution rights if the terms are within the parameters set forth herein.


 


The sale of private placement shares
of up to 5,000,000 common shares at $__.00 shall not be deemed to trigger the anti-dilution clause herein.


 


		(e)	Excluding those events set forth in (d) above, if the Company issues or grants any rights or options
to subscribe for or to purchase shares of Common Stock at a price per share of Common Stock less than either (I) the Warrant Exercise
Price, and (II) after 6 months from date hereof, the then-current Market Price (as defined below) per share of Common Stock, then
the total number of shares of Common Stock issuable upon exercise of this Warrant shall be increased by an amount determined by
multiplying (I) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment
by (II) an amount determined by dividing (i) the number of shares of Common Stock underlying the rights or options giving rise
to such adjustment by (ii) the total number of shares of Common Stock then outstanding.



 


		(f)	Upon each adjustment in the number of shares the Holder is entitled to purchase upon exercise of
this Warrant, the Warrant Exercise Price hereunder shall be appropriately adjusted such that the Holder shall hold Warrants entitling
Holder to purchase the number of shares as so adjusted for an aggregate Warrant Exercise Price equal to the aggregate Warrant Exercise
Price in effect immediately prior to such adjustment.



 


(g) In case any time:


 


		(i)	any of the adjustments required by 4(a) through (e) occur;



 





	 	(ii)	the Company shall make any distribution to the holders of its capital stock;



 





	 	(iii)	the Company shall offer
for subscription pro rata to the holders of its capital

stock any additional shares of stock of any class or other rights; or






 





	 	(iv)	there shall be a voluntary
or involuntary dissolution, liquidation or winding up

of the Company;






 


then, in any one or more of said
cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to the registered holder of this
Warrant at the address of such holder as shown on the books of the Company, of the date on which (x) the books of the Company shall
close or a record shall be taken for such dividend, subdivision, distribution, or subscription rights, or (y) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption shall take place,
as the case may be. Such notice shall also specify the date as of which the holders of capital stock of record shall participate
in such dividend, distribution, or subscription rights, or shall be entitled to exchange their capital stock for securities or
other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least ten (10) days prior to
the action in question and not less than ten (10)




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    	Blackstar Enterprise Group, Inc. Warrant Number: _____
(“the Grant Date”)




    

days prior to the record date or
the date on which the Company's transfer books are closed in respect thereto.


 


		(h)	No fractional shares of Common Stock shall be issued upon the exercise of this Warrant, but, instead
of any fraction of a share which would otherwise be issuable, the Company shall pay a cash adjustment (which may be effected as
a reduction of the amount to be paid by the holder hereof upon such exercise) in respect of such fraction in an amount equal to
the same fraction of the Market Price per share of Common Stock as of the close of business on the date of the notice required
by Section 4(g). "Market Price" shall mean, if the Common Stock is traded on a securities exchange or on the NASDAQ System,
the average of the closing prices of the Common Stock on such exchange or the NASDAQ System on the twenty (20) trading days ending
on the trading day prior to the date of determination, or, if the Common Stock is otherwise traded in the over-the-counter market,
the average of the closing bid prices on the twenty (20) trading days ending on the trading day prior to the date of determination.
If at any time the Common Stock is not traded on an exchange or the NASDAQ System, or otherwise traded in the over-the-counter
market, the Market Price shall be deemed to be the higher of



 


		(i)	the
book value thereof as determined by any firm of independent publicaccountants of recognized standing selected by the
Board of Directors of the Company as of the last day of any month ending within sixty (60) days preceding the
date as of which the determination is to be made, or








 


	 	(ii)	the fair value thereof determined in good faith by the Board of Directors of the Company as
    of a date which is within fifteen (15) days of the date as of which the determination is to be made.



 


		5.	No Voting Rights. This Warrant shall not entitle the Holder hereof to any voting
rights or other rights as a stockholder of the Company.



 


		6.	Restrictions on Transfer. This Warrant and the shares of Common Stock issued or issuable
through the exercise of this Warrant are "restricted securities" under the Securities Act of 1933 (the "Securities
Act") and the rules and regulations promulgated thereunder and may not be sold, transferred, pledged, or hypothecated without
such transaction being registered under the Securities Act and applicable state laws or the availability of an exemption therefrom
; a legend to this effect shall appear on this Warrant and, unless the issuance is a registered transaction, on all shares of Common
Stock issued upon the exercise hereof. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Common Stock issuable or issued upon the exercise hereof of such holder's
intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such holder's intention as to the
disposition to be made of shares of Common Stock issuable or issued upon the exercise hereof. Such holder shall also provide the
Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant
or disposition of shares may be effected without registration or qualification (under any federal or state law) of this Warrant
or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and opinion by the
Company, such holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose
of the shares received upon such





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    	Blackstar Enterprise Group, Inc. Warrant Number: _____
(“the Grant Date”)




    

exercise or to dispose of shares of
Common Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by such
holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may
be endorsed on this Warrant or the certificates for such shares. Transfers to family of Holder as “restricted” shall
be allowed by Company, as a matter of course.


 


		7.	Transfer Procedures. Subject to the provisions of Section 6, this Warrant and all
rights hereunder are transferable, in whole or in part, at the principal office of the Company by the holder hereof in person or
by duly authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking
or holding the same, consents and agrees that the bearer of this Warrant, when endorsed, may be treated by the Company and all
other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the
rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding;
but until such transfer on such books, the Company may treat the registered holder hereof as the owner for all purposes.



 





	 	8.	Registration Rights.



 


(a)       Demand
Registration Rights. During the two (2) year period commencing the Date of Issuance, upon the written request of the Holders of
those securities representing at least a majority of the sum of the Shares issuable upon the exercise of this Warrant, the Company
agrees to prepare and file with the Commission, no more than once, a post-effective Amendment, or a registration statement under
the Act, registering or qualifying the securities underlying this Warrant. The Company agrees to use its best efforts to cause
the above filing to become effective.


 


(b)       If
at any time the Company proposes to register the sale of shares of Common Stock (whether for itself or any of its security holders)
under the Securities Act and the registration form to be used may be used for the registration of shares underlying this Warrant
(a "Piggyback Registration"), the Company shall give prompt written notice to the Holder of its intention to effect such
a registration and, subject to Section 8(b) below, shall include in such registration all shares of Common Stock underlying this
Warrant with respect to which the Company has received Holder's written request for inclusion in such registration, provided that
such request must be received by Company within 20 days after the date of the Company's notice to Holder. The Registration Expenses
in all Piggyback Registrations shall be paid by the Company.


 


(c)       If
a Piggyback Registration is an underwritten primary registration on behalf of the Company or a successor, and the managing underwriters
advise the Company in writing that in their opinion the number of shares of Common Stock requested to be included in such registration
exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company
shall exclude from such registrations the excess amount of shares of Common Stock, and shall include in such registration (i) first,
the securities the Company proposes to sell; (ii) second, shares of Common Stock requested to be included in such registration
by the holders of all securities of the Company having registration rights, prorata among the owners of such securities on the
basis of the number of shares of Common Stock or equivalent shares of Common Stock owned by each such owner, and (iii) third, other
securities requested to be included in such registration, in the Company's discretion.


 




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(d)       Whenever
the Holder has requested that any shares of Common Stock underlying this Warrant be registered pursuant to this Section 7, the
Company shall use its best efforts to effect the registration and the sale of such shares in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:


 


		(i)	notify the Holder of the effectiveness of each registration statement filed hereunder and prepare
and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180
days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration
statement;



 


		(ii)	furnish the Holder such number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents
as such seller may reasonably request in order to facilitate the disposition of the shares of Common Stock underlying this Warrant;



 


		(v)	use its best efforts to comply with all applicable rules and regulations of the Securities and
Exchange Commission, and in the event of the issuance of any stop order suspending the effectiveness of a registration statement,
or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities
included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain
the withdrawal of such order.



 


(e)       In
connection with any registration statement in which Holder is participating, each Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each person who controls
the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting
from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by Holder.


 


(f)       Holder
may not participate in any registration under this Section 7 which is underwritten unless Holder (i) agrees to sell Holder's shares
of Common Stock on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such
underwriting arrangements.




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    	Blackstar Enterprise Group, Inc. Warrant Number: _____
(“the Grant Date”)




    

		9.	Miscellaneous.



 


		(a)	Notices, Etc. All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage prepaid, by facsimile transmission or electronic
mail, or otherwise delivered by hand or by messenger, addressed



 


		(i)	if to a holder of this Warrant, at such holder's address set forth on the books of the Company,
or at such other address as such holder shall have furnished to the Company in writing; or



 


		(ii)	if to the Company, one copy should be sent to the Company’s current address at ______________________,
or at such other address as the Company shall have designated by notice.



 


Each such notice
or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if
delivered personally; if sent by first class, postage prepaid mail, at the earlier of its receipt or seventy-two (72) hours after
the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed
as aforesaid; or, if sent by facsimile transmission or electronic mail as of the date delivery is confirmed by the sender's equipment.


 


		(b)	Severability. If any provision of this Agreement shall be held to be illegal, invalid,
or unenforceable, such illegality, invalidity, or unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid, or unenforceable any other provision of this Agreement, and this Agreement shall be carried
out as if any such illegal, invalid, or unenforceable provision were not contained herein.



 


		(c)	Governing Law. This Warrant will be governed in accordance with federal law to the
extent applicable and by the internal law, not the law of conflicts, of the State of Delaware.



 




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    	Blackstar Enterprise Group, Inc. Warrant Number: _____
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IN WITNESS WHEREOF, Blackstar Enterprise
Group, Inc. has caused this Warrant to be signed by its duly authorized officer and dated as of __________.


 


 


BLACKSTAR ENTERPRISE GROUP,
INC.


 


 


By: ___________________________________


Chief Financial Officer


 




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SUBSCRIPTION FORM


 


To be Executed by the Holder of this Warrant
if such Holder


Desires to Exercise this Warrant in Whole or
in Part:


 


To:Blackstar Enterprise Group, Inc., Inc. (the "Company")


 


The undersigned ___________________________
(Social Security number _____________or taxpayer identification number of Subscriber: _________________________) hereby irrevocably
elects to exercise the right of purchase represented by this Warrant for, and to purchase thereunder, ____________ shares of the
Common Stock (the "Common Stock") provided for therein and tenders payment herewith to the order of the Company in the
amount of $______________, such payment being made as provided on the face of this Warrant.


 


The undersigned requests that certificates
for such shares of Common Stock be issued as follows:


 


Name: _______________________________________________________________________


 


 


Address: ______________________________________________________________________


 


______________________________________________________________________________


 


Deliver to: ____________________________________________________________________


 


Address: ______________________________________________________________________


 


______________________________________________________________________________


 


and, if such number of shares of Common Stock
shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of
Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated
above.


 


 


Dated:______________________


 


Signature ___________________________


Note:The signature on this Subscription
Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement
or any change whatever.