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


 


homeland
resources ltd.


 


	Warrant
    Shares: 50,000,000	Initial
    Issue Date: June 22, 2021



 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FOMO CORP., 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 five (5) year anniversary of the Initial Issue Date (as subject to adjustment hereunder, the “Termination Date”),
to subscribe for and purchase from Homeland Resources Ltd. a Nevada corporation (the “Company”), up to 50,000,000
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, from and after the Initial
Issue Date, and then 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 24 hours 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 $0.0001 per share, subject to adjustment hereunder
(the “Exercise Price”).


 


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;




 




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	 	(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.




 


1.4       Delivery
of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST 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. For example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday
January 1st, the Company’s transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic
transfer by no later than 2:30 pm eastern time on Wednesday January 3rd. 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), the Company shall pay the Holder in cash a penalty of $1,000 per day for each day after the third
business day (inclusive of the day of exercise) 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       Warrant
Exercise Rescission Rights. For any reason in Holder’s sole discretion, including if the Warrant Shares are not delivered by
DWAC/FAST electronic transfer or in accordance with the timeframe stated in Section 1.4, or for any other reason, Holder may, at any
time prior to selling those Warrant Shares rescind such exercise, in whole or in part, in which case the Company must, within three (3)
days of receipt of notice from the Holder, repay to the Holder the portion of the exercise price so rescinded and reinstate the portion
of the Warrant and equivalent number of Warrant Shares for which the exercise was rescinded and, for purposes of Rule 144, such reinstated
portion of the Warrant and the Warrant Shares shall tack back to the original date of this Warrant. If Warrant Shares were issued to
Holder prior to Holder’s rescission notice, upon return of payment from the Company, Holder will, within three (3) days of receipt
of payment, commence procedures to return the Warrant Shares to the Company.


 


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 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.


 




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1.8       Make-Whole
for Market Loss after Exercise. At the Holder’s election, if the Company fails for any reason 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:


 


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 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 Holder 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 Company, 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 Company 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 or oral request of Holder, the Company shall
within twenty-four (24) hours confirm orally and 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       Dilutive
Issuances. Commencing on the Issue Date and continuing until this Warrant is either exercised in full or expires, in case the Company
shall at any time after the date hereof issue or sell any (a) shares of Common Stock or preferred shares convertible into Common Stock,
or (b) debt, warrants, options or other instruments or securities which are convertible into or exercisable for shares of Common Stock
(together herein referred to as “Equity Securities”), in each case for consideration (or with a conversion
price) per common share less than the Exercise Price in effect immediately prior to the issuance or sale of such securities or instruments,
or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be
automatically reduced to the price (calculated to the nearest full cent) equal to the price (or conversion price) of any such securities
or instruments and the number of shares issuable under this Warrant shall be proportionately increased. For the purposes of this Section
2.3, the term Exercise Price shall mean the Exercise Price per share set forth in Section 1.2 hereof, as adjusted from time to time pursuant
to the provisions of this Section.


 


2.3       Notice
to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly notify
the Holder (by written notice) setting forth the 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 and upon
performing a share increase to facilitate growth, 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.


 




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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.


 


4.3       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 Nevada, 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 Nevada or in the federal courts located in the State of Nevada. 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, email, fax, or process server, or by mailing or
otherwise delivering a copy of such process to the Company at its last known address or to its last known attorney set forth in its most
recent SEC filing.


 


4.7       Rights
as Stockholder. This Warrant entitle the Holder to 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 voting rights and conveys
to the Holder such proportionate “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.


 




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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. Holder also has the right to have any such opinion provided by the Company’s 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.


 


4.14       Vesting.
This warrant shall not vest in part or in whole until Homeland Resources Ltd. is brought current with regard to SEC reporting by filing
a Form 10 on the EDGAR system no later than September 30, 2021.


 


*      *     *


 




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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.


 


	 	HOMELAND
    RESOURCES LTD.
	 	 	 
	 	 	
	 	By:
    	Vikram
    P Grover
	 	 	CEO





 




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NOTICE
OF EXERCISE


 


To:       HOMELAND
RESOURCES LTD.


 


(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: