Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered on February 28, 2022, by and among Mitchell J. Schwartz, a Pennsylvania resident (“Mitchell” or the “Seller”), and FOMO CORP. (the “Purchaser”) of 1 E Erie St Ste 525, Unit # 2250, Chicago, Illinois, 60611.

WITNESSETH:

WHEREAS, the Seller own 100% of the issued and outstanding shares of capital stock (the “Stock”) of SMARTSolution Technologies, Inc., a Pennsylvania corporation (“SST”);

WHEREAS, SST is the general partner of SMARTSolution Technologies, L.P., a Pennsylvania limited partnership (the “Partnership” and along with SST and Seller, the “Company Parties”);

WHEREAS, the Seller owns all of the issued and outstanding limited partnership interests (the “LP Interests” and together with the Stock, the “Securities”) of the Partnership; and

WHEREAS, the Purchaser desires to purchase said Securities from the Seller, and the Seller desires to sell said Securities to the Purchaser, upon the terms and subject to the conditions hereinafter set forth (the “Transaction”); and

WHEREAS, following the Transaction, the Purchaser will hold 100% of the issued and outstanding ownership interests of the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Securities aforementioned, it is hereby agreed as follows:

1. Purchase and Sale

(a) Subject to the terms and conditions hereinafter set forth, at the Closing (as defined in Section 2 below), the Seller shall sell, convey, transfer, and deliver to the Purchaser the Securities, and the Purchaser shall purchase from the Seller the Securities, in consideration of the purchase price set forth in this Agreement (the “Purchase Price”). The Purchase Price shall be paid by the Purchaser as follows:

(i) At the Closing, the Purchaser shall pay such amounts to such Persons as necessary to satisfy all of the Partnership’s and SST’s indebtedness and expenses set forth in Exhibit A attached hereto (including any prepayment premiums, breakage costs, fees and expenses payable as a result of prepayment on such date or the consummation of the transactions contemplated hereby) (the “Debt Assumption”);

(ii) At the Closing, the Purchaser shall issue and deliver to the Seller one million (1,000,000) shares of Series B Preferred Stock of the Purchaser, which shares shall be, at the election of the holder thereof, convertible into one billion (1,000,000,000) shares of common stock of the Purchaser (the “Stock Consideration”), which the parties acknowledge and agree to have a value of $50,000 at the Closing based on a valuation of the Stock Consideration that the Purchaser had completed before Closing by an independent valuation firm; and

(iii) As soon as reasonably practicable, but in any event with 30 days following the Closing, the Purchaser shall, subject to subsection (b) below, pay to the Seller, in immediately available funds, an amount equal to one and one-half percent (1.5%) of the gross sales proceeds of the Partnership for any sales made by the Purchaser following the Closing under the orders identified on Exhibit C attached hereto (the “Earn-Out”).

(b) Until the earlier of (x) the one-year period following the Closing and (y) the date on which all orders set forth in Exhibit C attached hereto have been fulfilled by the Partnership, the Purchaser shall and shall cause its affiliates (i) to use commercially reasonable efforts to retain the customers of the Partnership existing as of the Closing and identified on Exhibit C attached hereto, including without limitation, reasonably assigning internal resources and to extent necessary hiring external consultants or other personnel to plan, implement and achieve such result, (ii) to use commercially reasonable efforts to operate the Partnership in the ordinary course in accordance with practices of the Partnership in effect prior to the transactions contemplated by this Agreement, and (iii) to not (A) take or solicit others to take any action, or (B) fail to take any action, in either case, that would cause the Partnership to fail to maximize the Earnout. Notwithstanding any contrary provision of this Agreement, if (i) there is a Sale of the Partnership at any time prior to the first anniversary of the Closing Date, the Seller shall receive, at the closing of such Sale of the Partnership, an amount in immediately available funds such that, in the aggregate, the Seller has received a total of one and one-half percent (1.5%) of the gross sales proceeds from all of the orders set forth in attached Exhibit C. For purposes of this Agreement, a “Sale of the Partnership” shall mean a sale of a controlling interest in the Partnership to a third party who is not an affiliate of the Purchaser or a sale of all or substantially all of the assets of the Partnership.

2. Closing and Closing Deliverables

(a) Subject to the terms and conditions of this Agreement, the consummation of the sale of the Securities from the Seller to the Purchaser pursuant to this Agreement (the “Closing”) shall take place by the exchange of signature pages on February 28, 2022 (the “Closing Date”). The Closing shall be effective for economic and accounting purposes as of 12:01 a.m. on the Closing Date.

(b) At the Closing, the Seller shall deliver to the Purchaser the following:

(i) the certificates representing the Stock, duly endorsed for transfer or accompanied by appropriate stock transfer powers, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller;

(ii) a lease between the Partnership and GrayMax, LLC (the “Landlord”) for the lease of certain real property located at 831 West North Avenue, Pittsburgh, PA 15233 and in the form attached to this Agreement as Exhibit E (the “Lease”), duly executed by the Landlord;

(iii) an Employment Agreement between the Partnership and Mitchell in the form attached hereto as Exhibit F (the “Employment Agreement”), duly executed by Mitchell, The “Employment Agreement” shall include a provision to pay to Seller an amount equal to the tax liability generated by the transaction;

(iv) payoff letters in a form satisfactory to the Purchaser from each holder of indebtedness and expenses set forth in Exhibit A, and confirmation from such holders that all any and all guarantees or other obligations in respect of the indebtedness of the Partnership or related to the business of the Partnership or SST shall be released upon repayment of such amounts in accordance with Section 1(a)(i); and

(v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Purchaser and as may be required to give effect to this Agreement.

(c) At the Closing, the Purchaser shall deliver to the Seller the following:

(i) evidence of payoff of the Debt Assumption;

(ii) evidence of issuance by the Purchaser of the Stock Consideration to the Seller, together with the stock certificate representing such issuance;

(iii) the Lease duly executed by the Partnership;

(iv) the Employment Agreement duly executed by the Partnership;

(v) evidence of issuance and deliver to the employees listed on Exhibit B a detachable warrant in the form attached hereto as Exhibit B, pursuant to which the holders shall have the right to purchase such number of shares of common stock of the Purchaser at a purchase price of one-tenth of a cent ($0.001) (the “Warrant Grants”), which the parties acknowledge and agree to have no value (i.e. $0) as of the Closing based on a valuation of the Warrant Grants that the Purchaser had completed before Closing by an independent valuation firm; and

(vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Seller, as may be required to give effect to this Agreement.

3. Representations and Warranties of the Seller

The Seller hereby warrant and represent:

(a) Organization and Standing

The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the requisite power and authority to carry on its business as it is now being conducted. SST is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the corporate power and authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock

(i) The Seller is not a party to any agreement, written or oral, creating rights in respect of the Securities in any third person or relating to the voting of the Securities.

(ii) The Seller is the lawful owner of the Securities, free and clear of all security interests, liens, encumbrances, equities and other charges.

(iii) There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the equity interests of the Partnership or SST, nor are there any securities convertible into such equity interests.

(c) Brokers

Except for the payments due to Murphy Financial and to be paid in accordance with Section 1(a)(i) hereof, none of the Company Parties has agreed to, and none of the Company Parties will become obligated to pay or has taken any action that might result in any person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with any of the transactions contemplated by this Agreement.

4. Representations, Warranties and Covenants of the Purchaser

(a) Organization and Standing

The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite power and authority to carry on its business as it is now being conducted, and to consummate the transactions contemplated by this Agreement.

(b) Valid Issuance and Valuation

The Stock Consideration and the Warrant Grants been duly and validly authorized and, when issued and paid for pursuant to this Agreement, shall be free and clear of all encumbrances and restrictions (other than those created by the Seller). Upon the due conversion of the preferred stock included in the Stock Consideration or the Seller exercise of the warrant included in the Warrant Grants, the common stock to be issued thereunder will be validly issued, fully paid and non-assessable free and clear of all encumbrances and restrictions, except for those created by the Seller. The Purchaser has reserved a sufficient number of shares of its common stock for issuance upon the exercise of said preferred stock and warrant, free and clear of all encumbrances and restrictions, except for those created by the Seller. The Purchaser has reserved a sufficient number of common stock for issuance of the Option Grants. The Purchaser represents and warrants that the valuation of each of the Stock Consideration at $50,000 at the time of Closing and the valuation of the Warrant Grants at zero ($0) at the time of Closing is accurate (the “Equity Valuations”).

(c) Brokers

The Purchaser has not agreed to pay, and the Purchaser has not taken any action that might result in any person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with any of the transactions contemplated by this Agreement.

(d) Board Position

The Purchaser shall recommend to the shareholders of the Purchaser Mitchell’s appointment to the board of directors of the Purchaser.

5. General Provisions

(a) Entire Agreement

This Agreement (including any written amendments hereof executed by the parties), together with any Schedules or Exhibits executed in connection herewith, constitute the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings

The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law

This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

(d) No Other Representations.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF COMPANY PARTIES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(e) Independent Investigation; No Reliance and Indemnification.

In connection with its decision to enter into this Agreement and consummate the transactions contemplated hereby, the Purchaser and/or its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Company Parties as desired by the Purchaser. Such decisions were made by the Purchaser entirely on the basis of the Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of SST and the Partnership. The Purchaser has been afforded full access to the books and records, facilities and personnel of the Company Parties for purposes of conducting a due diligence investigation and has conducted a full due diligence investigation of the Company Parties to its satisfaction. The Purchaser acknowledges and agrees that the Company Parties expressly disclaim all representations and warranties other than the representations and warranties by the Company Parties, as applicable, specifically and expressly set forth in Section 3 and, except to the extent expressly set forth in Section 3, the Purchaser is acquiring the Securities on an “AS IS, WHERE IS” basis. Purchaser shall indemnify, defend and hold Seller harmless as a result of the Purchaser’s breach of any representation and warranty, including without limitation any claims, costs, expenses or damages, including, without limitation, any liabilities for taxes, penalties or interest incurred by the Seller or its affiliates, as a result of either of the Equity Valuations being inaccurate in any respect.

(f) Damages Limitations.

IN NO EVENT SELLER BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL/PUNITIVE, LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER OR AS A RESULT OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, (ii) ANY AMOUNTS IN EXCESS OF TWENTY PERCENT OF THE PURCHASE PRICE. The Party asserting any claim(s) pursuant to this Agreement must do so within twelve (12) months of the Closing Date.

(g) Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by facsimile or in PDF or other electronic manner shall be deemed to be their original signatures for all purposes.

(h) Assignment

This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, beneficiaries and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the parties without the prior written consent of the other parties hereto, and any purported assignment without such consent shall be void.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of February 28, 2022 between SMARTSolution Technologies, L.P., a Pennsylvania limited partnership (the “Company”), and Mitchell J. Schwartz, an individual residing in the Commonwealth of Pennsylvania (the “Employee”).

PREAMBLE

The Company desires to employ the Employee as the Chief Executive Officer of the Company, and the Employee desires to be employed by the Company in such position, subject to the terms specified herein.

Therefore, the parties agree as follows with the intent to be legally bound.

1. Employment. The Company hereby agrees to employ the Employee as its President, and the Employee accepts such continued employment with the Company, upon the terms and subject to the conditions set forth in the Agreement.

2. Position and Duties. The Employee shall serve as the Chief Executive Office (CEO) of the Company and, as such, he will have the duties, responsibilities and authority normally associated with such position and such additional duties, responsibilities and authority not inconsistent with the foregoing as may be assigned to him by FOMO’s CEO. The Employee will perform his duties and responsibilities in a diligent, businesslike and efficient manner. The Employee shall act in conformity with and be bound by the rules and policies of the Company.

3. Salary; Benefits; Vacation.

(a). The Employee’s salary will be $100,000 per annum less all applicable withholdings, and payable in regular installments in accordance with the Company’s general payroll practices. In addition, the employee will receive $50,000 in common stock issued on a quarterly basis based on the average stock price for the 5 days prior to that date. The Employee’s salary shall not be reduced by the Company without the prior written consent of the Employee. The Employee will be eligible for merit-based salary raises and bonuses at the Company’s discretion.

(b). The Employee will be eligible for the benefits available to similarly situated employees, subject to the eligibility and contribution requirements and other conditions included in the plans and programs. These benefits will include health, insurance, dental, and retirement benefits, including the Company contributions.

(c). The Employee will be eligible for Forty Five (45) paid days off per year.

4. Employment at Will.

(a). The Employee acknowledges and agrees that his employment is “at will” and that no provision contained in this Agreement will entitle the Employee to remain in the employment of the Company or affect the right of the Company to terminate the Employee’s employment hereunder at any time for any reason.

(b). Duration. The Employee’s employment hereunder shall commence on the date set forth above and shall continue unless the Employee’s employment is terminated (i) by the Company upon thirty (30) days prior written notice thereof to the Employee, (ii) by the Employee immediately upon providing the Company with notice thereof, (iii) by the Company immediately upon providing the Employee written notice of termination for Cause, or (iv) by the Company upon the Employee’s earlier death or disability for a period of more than sixty (60) days. Upon any termination of this Agreement, the Company shall pay to the Employee or her estate, as the case may be, her salary through the date of termination.

(c). Termination Without Cause. If the Employee’s employment with the Company is, prior to the one year anniversary of the date of this Agreement, terminated by the Company without Cause, the Company shall, through the one-year anniversary of this Agreement (i) continue to pay to the Employee his current base salary, in accordance with the Company’s general payroll practices and (ii) subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, continue to provide the Employee and the Employee’s eligible dependents with Company-paid coverage under its group health plans at the same levels as would have applied if the Employee’s employment had not been terminated, based on the Employee’s elections in effect on the date of termination; provided however, that if the Company is unable to continue to cover the Employee under its group health plans without incurring penalties, then an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments through the one-year anniversary of the date of this Agreement.

(d). Termination With Cause. If the Employee’s employment with the Company is terminated for Cause as defined in Section 4(g) of this Agreement, the Employee will not be entitled to any severance pay benefits and will only be entitled to receive his base salary through the date of termination.

(e). Employee Resignation. If Employee resigns from employment, the Employee will be entitled to receive his Base Salary through the date of termination and the Employee’s right to receive any other compensation or benefits hereunder will terminate as of the date of such termination.

(f). Return of Company Property. Promptly after termination of the Employee’s employment hereunder by the Company or by the Employee for any reason (or upon the request of the Company at any time), the Employee or his personal representative shall return to the Company all property of the Company then in his possession, including without limitation papers, documents, computer disks, keys, credit cards and shall neither make nor retain copies of the same.

(g). Definition of Cause. As used in this Agreement, “Cause” means a termination based on the Company finding that the Employee has: (i) been repeatedly under the influence of drugs or alcohol (other than prescription medicine or other medically related drugs to the extent that they are taken in accordance with their directions) during the performance of his duties; or (ii) willfully committed any act of fraud, larceny, misappropriation of funds or embezzlement, or been convicted of a felony or a crime of moral depravity (provided that such finding or conviction is not subject to further appeal); provided however, that in the case of clause (i) above, the Employee shall receive thirty (30) days’ advance notice that the Company is considering the Employee’s termination for Cause and specifying the actions constituting Cause and the Employee shall have the opportunity to cure the conduct constituting Cause during such thirty (30) day period.

5. Notices. All notices and other communications required hereunder will be in writing and will be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or e-mail to mitchell@smarterguys.com and will be deemed to have been given on the date of receipt by such person.

6. Review by Counsel. The Employee has had the opportunity to have this Agreement reviewed by counsel and to discuss any questions that he may have regarding this Agreement with such counsel.

7. Miscellaneous. This Agreement may be amended only by a writing signed by each of the parties and contains the entire agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

[signature page follows]

SIGNATURE PAGE TO EMPLOYEE AGREEMENT

	SMARTSolution Technologies, L.P.
	By:
	Name:	Vikram Grover
	Title:	CEO FOMO CORP, General Partner
	Mitchell J. Schwartz

Exhibit 10.6

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 __________ SHARES

(SUBJECT TO ADJUSTMENT)

OF COMMON STOCK

(Void after __________, 2025)

This certifies that for value __________ (“Holder”) is entitled, subject to the terms set forth below, at any time from and after __________ (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on __________, to purchase from FOMO CORP., a California Corporation (the “Company”), __________ 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 the Employment Agreement between __________ and FOMO CORP. executed on or around __________.

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 __________, 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

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 not transferable or exchangeable.

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

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. Stock Purchase Rights. Not applicable.

13. 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.

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

15. 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.

16. 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

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

18. 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.

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.

Exhibit 10.7

Exhibit 10.8