Exhibit
10.2


 


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 20,000,000 SHARES


(SUBJECT
TO ADJUSTMENT)


OF
COMMON STOCK


(Void
after July 21, 2024)


 


This
certifies that for value SENATOR GERALD DIAL (“Holder”) is entitled, subject to the terms set forth below,
at any time from and after July 22, 2021 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time,
on July 21, 2024, to purchase from FOMO CORP., Inc., a California Corporation (the “Company”), 20,000,000 shares
(subject to adjustment as described herein), 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 $0.002 per share, as may be adjusted as provided
elsewhere herein (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 the Advisory Board Agreement between SENATOR GERALD
DIAL and FOMO CORP. executed July 22, 2021.


 




    	 



     


    

 


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 JULY 21, 2024, 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.


 


The
Company represents, warrants and covenants that it shall reserve for issuance that number of shares of Common Stock equal to 100% of
the shares of Common Stock issuable upon exercise of this Warrant within 90 days of an effective increase to the Company’s authorized
common shares following execution of this Agreement.


 


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.


 




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4. Transfer
and Exchange. This Warrant and all rights hereunder are not transferable or exchangeable.


 


5. Anti-Dilution
Provisions. Not applicable.


 


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


 


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.


 




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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.


 


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


 




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●
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.


 


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.


 




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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:
JULY 22, 2021








 


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





 




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EXHIBIT
A


 


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)