Exhibit
10.1


 





 


ADVISORY
BOARD AGREEMENT


 


This
Advisory Board Agreement (the “Agreement”) is effective as of February 26, 2022 (the “Execution Date”) and is
by and between FOMO CORP., a California corporation (“FOMO”), and ROBERT KOSOWSKI, (“ADVISOR” or “KOSOWSKI”).
The foregoing parties are referred to in this Agreement collectively as the “Parties.”


 


WHEREAS
the Parties wish to set forth herein the terms and conditions upon which FOMO shall engage ADVISOR to perform certain services for
it;


 


WHEREAS
ROBERT KOSOWSKI is being appointed to the Advisory Board;


 


WHEREAS
KOSOWSKI is a well-known and established contact person and executive in the technology and financial services markets.


 


WHEREAS
KOSOWSKI’s name, by virtue of his success and experience, has acquired a meaning in the mind of the public important to the
promotion, sale and support of above products and services;


 


WHEREAS
FOMO is a holding company focused on the incubation of emerging growth businesses;


 


WHEREAS
FOMO owns majority, minority and joint venture positions in portfolio companies that have developed, own and/or license patents,
trademarks and other intellectual property used in the marketing of FOMO and the sale of all FOMO services;


 


NOW,
THEREFORE, for good and sufficient consideration and of the mutual promises herein contained, the receipt of which is hereby acknowledged,
the Parties hereto agree below.


 


1.
ADVISOR Agrees to provide the following services (the “Services”):


 


A.
Advisement regarding sales of technology products and services in markets in the United States and internationally.


 


B.
Advising FOMO regarding FOMO’s business plan, brand development and management, user acquisition plan and analysis and pitch presentations
tailored specifically for potential customers, partners, and vendors.


 


C.
Develop new trademarks and URLs, company phrases and descriptive marks for use in promoting and marketing FOMO and its technology products
and services.


 




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D.
Using KOSOWSKI’s global contacts to identify and develop strategic partnerships, mergers and acquisitions and financing for the
benefit of FOMO and its global growth and bring vendors to FOMO in an effort to expand FOMO’s product list.


 


E.
KOSOWSKI’s role is to provide consulting services to the Board of Directors and management as an independent contractor. ADVISOR
has no clear power to act for, represent or bind the Company and cannot take action that implies such authority. ADVISOR will use best
efforts to attend internal Advisory Board calls and related meetings, but is under no obligation to attend any specific number of such
meetings, either in person or telephonically, and there are no specific duties or requirements for the ADVISOR under this Agreement.


 


F.
KOSOWSKI will be appointed to FOMO’s Advisory Board. KOSOWSKI will also advise FOMO regarding other potential members of the Advisory
Board.


 


2.
Compensation. In consideration of services, FOMO will issue KOSOWSKI twenty (20) million cashless common stock purchase warrants
with a three-year expiration and a $.001 strike price.


 


3.
Term. The Term of this Agreement shall commence as of the date of this Agreement and, unless sooner terminated by mutual consent
by either party or due to a material breach of this Agreement, shall run for a period of three (3) years. ADVISOR serves at the will
of the Board of Directors to advise management and the Agreement can be terminated anytime by either party with or without reason.


 


4.
Confidentiality. Advisor shall treat as confidential this Agreement and all
non-public proprietary information of FOMO, including any proprietary product information and specifications and financial information
(“Confidential Information”) unless Advisor obtains FOMO’s prior written
consent. Advisor may neither disclose nor otherwise disseminate any Confidential Information
to any person or entity. Moreover, Advisor may not use any Confidential Information for
any purposes other than those contemplated by this Agreement. If any Confidential Information is required to be disclosed by order of
any court of competent jurisdiction or other governmental authority, Advisor shall timely
inform FOMO of all such proceedings so that FOMO may attempt by appropriate legal means to limit such disclosure. In such case, Advisor
shall use his best efforts to limit the disclosure and maintain confidentiality to the best extent possible.


 


5.
Use of Licensed Materials. Advisor may use FOMO’s trademarks and other
promotional materials involving FOMO’s products (collectively, “Licensed Materials”) to the extent reasonably necessary
to render the Services. All uses of Licensed Materials shall be in accordance with such reasonable specifications and requirements as
FOMO may periodically prescribe in writing. Any proposed use of any Licensed Materials that is essentially the same as, and does not
materially differ from, a prior approved use shall be deemed acceptable to FOMO; provided, however, that Advisor
shall provide FOMO with specimens of such use sufficiently in advance to allow FOMO an effective opportunity to object. Subject
only to the foregoing authorization, FOMO shall retain all right, title and interest arising under all applicable laws, rules, and regulations
in and to the Licensed Materials.


 




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6.
Ownership of Materials. All documents, data, records, apparatus, equipment, designs, prototypes, promotional materials, and
other physical property, whether or not pertaining to Confidential Information, furnished to Advisor
by FOMO or any third party or produced by Advisor or others in connection with
the Services shall be and remain the sole property of FOMO. Advisor shall return all such
property to FOMO promptly upon FOMO’s request.


 


7.
Miscellaneous.


 


(a)
Notices. All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be
in writing and shall be delivered either in person, reliable overnight courier service or electronic mail. Notices shall be sent to the
following addresses:


 


	 	If
    to FOMO:	 	If
    to Advisor:
	 	FOMO
    CORP. 	 	Robert
    Kosowski
	 	1
    E Erie St, Ste 525 Unit #2250	 	110
    West Michigan Ave., Suite 600
	 	Chicago,
    IL 60611	 	Lansing,
    Michigan 48933
	 	Attn:
    Vik Grover, CEO	 	Attn:
    Robert Kosowski
	 	Email:
    vikgrover@comcast.net	 	Email:
    Koz@csgmi.com


 


Each
party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such party
are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier or electronic
mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on the return receipt,
if delivered by postal service, postage prepaid.


 


(b)
Entire Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties’
understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether
written or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless embodied
in a written instrument executed by both of the parties.


 


(c)
Waiver of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or
the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions
of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement
of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.


 


(d)
Assignability. Neither Advisor nor FOMO may assign this Agreement or any rights
hereunder, to any person or entity.


 




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(e)
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and
procedural laws of the state of California without regard to the conflict of laws rules of that or any other jurisdiction. The sole and
exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in Illinois, unless
the Parties mutually agree to resolve any and all matters through arbitration. The parties consent to the personal jurisdiction and venue
of such courts or agreed arbitration and further consent that any process, notice of motion or other application to either such court
or a judge thereof may be served outside the state of Illinois by registered or certified mail or by personal service, provided that
a reasonable time for appearance is allowed.


 


(f)
Interpretation and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered
as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in
favor of or against any party on account of its participation in the drafting hereof.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first written above.


 


	FOMO CORP.	 	ADVISOR
	 	 	 	 
	By:		 	
	 	Vik
    Grover	 	Robert
    Kosowski
	 	CEO	 	Advisor
    


  




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