Exhibit 1
Rule
10b5-1 Sales Plan
(Stock
Only – Rule 144)
NOTE:
This Sales Plan conveys the Seller’s indication of the percentage of the daily volume and a cap on the daily number of shares,
regardless of the share price, to sell with such specificity that Blacktower (Cayman) Limited does not have any discretion over how,
when and whether to sell stock (other than the discretion inherent in applying ordinary principles of best execution). The seller, Charles
A. Szoradi, received the shares in a cashless transaction to sell his business Purge Virus, LLC to the Issuer FOMO CORP. This plan is
for 60,000,000 of the potential 1,500,000,000 common shares on conversion of 1,500,000 Series B
Preferred shares held by the seller, and the proceeds of the sale will help the seller pay prior obligations and costs incurred
to develop the business.
Sales
Plan dated 09/20/2021, (together with all Exhibits hereto, this “Sales Plan”) between Charles A. Szoradi (“Seller”)
and Blacktower (Cayman) Limited (“Blacktower”), acting as agent.
(This
sales plan is for a portion of the potential 1,500,000,000 common shares on conversion of 1,500,000 Series B Preferred shares
held.)
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1. |
This
Sales Plan is entered into between Seller and Blacktower for the purpose of establishing a trading plan that complies with the requirements
of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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2. |
Seller
is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller’s holdings of the common
stock, (the “Stock”), of FOMO CORP. (the “Issuer” OTC: FOMC), which is currently trading on the OTC (“Principal
Market”). |
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B. |
Seller’s
Representations, Warranties and Covenants |
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1. |
As
of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities and is not
subject to any legal, regulatory, or contractual restriction or undertaking that would prevent Blacktower from conducting the trading
plan in accordance with the Sales Plan. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme
to evade compliance with the federal securities laws. |
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2. |
The
securities to be sold under this Sales Plan are owned free and clear by Seller (subject, in the case of shares underlying Options,
only to the compliance by Seller with the exercise provisions of such Options) and are not subject to any liens, security interests
or other encumbrances or limitations on disposition other than those that may be imposed by Rule 144 under the Securities Act of
1933, as amended (the “Securities Act”). |
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3. |
While
this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position with
respect to the securities covered by this Sales Plan, unless this Sales Plan is modified or terminated in accordance with the terms
hereof agrees not to alter or deviate from the terms of this Sales Plan. |
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a. |
provide
Blacktower with a certificate dated as of the date of this Sales Plan and signed by the Issuer substantially in the form of Exhibit
A (Issuer Representation) to this Sales Plan prior to commencement of the Plan Sales Period (as defined below). |
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b. |
notify
Blacktower’s Corporate Executive Services Department by telephone at the number set forth in paragraph G.4 below as soon as
practicable if Seller becomes aware of (i) the occurrence of any event contemplated by paragraph 3 of the certificate set forth as
Exhibit A to this Sales Plan; (ii) a change in the Issuer’s insider trading policies, so that the sales to be made by
Blacktower for the account of Seller pursuant to the Sales Plan would violate these policies; or (iii) a determination by the Issuer’s
board of directors or chief executive officer that purchases or sales pursuant to the Sales Plan would have a material adverse effect
on the Issuer’s financial condition. In the case of a notice relating to clause (i) above. Such notice shall indicate the anticipated
duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability
to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its
securities to Blacktower. Such notice shall be in addition to the notice required to be given to Blacktower by the Issuer pursuant
to the certificate set forth as Exhibit A to this Sales Plan. |
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5. |
The
execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any
provision of applicable law or any agreement or other instrument binding on Seller or any of Seller’s affiliates or any judgment,
order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates. |
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6. |
Seller
agrees with respect to the Stock subject to trading pursuant to this Sales Plan (“Stock”), that until this Sales Plan
has been terminated, Seller shall not (i) enter into a binding contract with respect to the purchase or sale of Stock with another
broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution
to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Sales Plan. Notwithstanding the
foregoing, Seller shall notify Blacktower in connection with any sales of Stock of the Issuer prior to such sale. |
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7. |
Seller
agrees that it shall not, directly or indirectly, communicate any material, nonpublic information relating to the Stock or the Issuer
to any employee of Blacktower or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time
while this Sales Plan is in effect. |
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a. |
to
make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such
filings are applicable to Seller. In order to promote compliance with such filing requirements, Blacktower agrees to use reasonable
efforts to transmit transaction information for open market transactions under this Sales Plan via email to Issuer by the close of
business on the day of any sale, and shall in any event transmit such information no later than the close of the business on the
first business day after any sale. Emails with transaction information shall be sent to: |
Charlie@EICteam.com
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b. |
that
Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales Plan,
comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder. |
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9. |
If
the Stock is to be sold under Rule 144: |
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a. |
Seller
represents and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144. |
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b. |
Seller
agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant
to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable
requirements of Rule 144. |
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c. |
Seller
agrees to complete, execute and deliver to Blacktower Forms 144 for the sales to be effected under this Sales Plan at such times
and in such number of copies as Blacktower shall request, and following such delivery, Blacktower agrees to file such Forms 144 on
behalf of Seller as required by applicable law. |
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d. |
Seller
hereby grants Blacktower a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding
such power of attorney, Seller acknowledges that Blacktower shall have no obligation to complete or file Forms 144 on behalf of Seller
except as set forth in subparagraph (c). |
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e. |
Blacktower
agrees to conduct all sales under this Sales Plan in accordance with the manner of sale requirement of Rule 144 of the Securities
Act and in no event shall Blacktower effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144,
assuming Blacktower’s sales under this Sales Plan are the only sales subject to that limitation. |
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f. |
Seller
agrees to complete, execute and deliver to Blacktower a Seller Representation Letter dated as of the date of this Sales Plan substantially
in the form of Exhibit B to this Sales Plan prior to the commencement of the Plan Sales Period |
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10. |
Seller
acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to
effect sales of Stock under this Sales Plan. |
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C. |
Implementation
of the Plan |
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1. |
Seller
hereby appoints Blacktower to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and
conditions, Blacktower hereby accepts such appointment. |
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2. |
Blacktower
is authorized to begin selling Stock under this Sales Plan on 09/21/2021 at the open of the Principal Market and shall cease
selling Stock on the earliest to occur of: (i) the date on which Blacktower is required to terminate sales under this Sales Plan
pursuant to paragraph D.1.a below; (ii) the date on which Blacktower receives notice of the death of Seller; (iii) the date that
the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock; (iv) the date of public announcement
of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a
result of which the Stock will be exchanged or converted into shares of another company; (v) the date on which Blacktower receives
notice of the commencement of any proceedings in respect of or triggered by Seller’s bankruptcy or insolvency; (vi) the date
on which Blacktower, Issuer or Seller reasonably determines that the Sales Plan does not comply with Rule 10b5-1 or applicable securities
laws; and (vii) (specify, by checking one or more of the boxes below, the date upon which Blacktower will cease selling stock): |
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X |
12/19/2021
at the close of the Principal Market. |
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X |
the
date that the aggregate number of shares of Stock sold under this Sales Plan is 60,000,000 shares; |
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N/A |
The
date that the aggregate proceeds of sales pursuant to this Sales Plan (after deducting commissions and other expenses of
sale) reaches $_________ . x N/A |
(the
period during which Blacktower is authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the “Plan
Sales Period”).
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3. |
a.
Blacktower shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined
below), subject to the following restrictions, if desired (check each applicable box): |
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X |
Blacktower
shall sell up to 10% of the daily volume capped at up to 6 million shares. |
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X |
On
days when the volume exceeds 95 million shares, Blacktower shall sell up to 9 million shares, if the stock is trading above the previous
day’s closing price. |
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b. |
A
“Sale Day” is (Select One): |
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X |
each
Trading Day that the Principal Market is open for business. |
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N/A |
Insert
Other Conditions: _______________________ |
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c. |
The
“Daily Sale Amount” for any Sale Day shall be a function of the market price on that day at the time of the sale. |
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d. |
Subject
to the restrictions of paragraph C.3 above, Blacktower shall sell the Daily Sale Amount on each Sale Day under ordinary principles
of best execution at the then-prevailing market price. |
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e. |
If,
consistent with ordinary principles of best execution or for any other reason, Blacktower cannot sell the Daily Sale Amount on any
Sale Day, then (select one): |
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N/A |
the
amount of such shortfall may be sold as soon as practicable on the immediately succeeding Trading Day under ordinary principles of
best execution. |
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X |
Blacktower’s
obligation to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied. |
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X |
Any
shortfalls in the Sale Day will result in an extension of the number of days that the Stock is sold. If any such shortfall exists
after the close of trading on the last Trading Day of the Plan Sales Period, Blacktower’s authority to sell such shares for
the account of Seller under this Sales Plan shall terminate. |
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f. |
This
plan does not have any minimum or maximum Daily Sale price per share or Sale Amount. |
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4. |
Blacktower
shall not sell Stock under this Sales Plan at any time when: |
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a. |
Blacktower,
in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other
crisis or calamity has occurred, or |
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b. |
Blacktower,
in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable
to it or its affiliates or to Seller or Seller’s affiliates (other than any such restriction relating to Seller’s possession
or alleged possession of material nonpublic information about the Issuer or the Stock), or |
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c. |
Blacktower
has received notice from the Issuer or Seller of the occurrence of any event contemplated by paragraph 3 of the certificate set forth
as Exhibit A to this Sales Plan, or |
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d. |
a
sale effected under the Sales Plan fails to comply (or in the reasonable opinion of Blacktower is not likely to comply) with Rule
144 of the Securities Act), or |
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e. |
Blacktower
has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below. |
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5. |
a. |
Seller
agrees to deliver the total shares of Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith,
if the Daily Sale Amount is designated as an aggregate dollar amount) (the “Plan Shares”), into an account at Blacktower
in the name of and for the benefit of Seller (the “Plan Account”) and the Stock will be in street name, electronically
transferable form, without legend or stop transfer within the Plan Account prior to the close of the Principal Market on the business
day preceding the commencement of sales under this Sales Plan or this Sales Plan will automatically terminate. |
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b. |
Blacktower
shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. Blacktower agrees to notify Seller
promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of
Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to deliver promptly to the Plan Account
the number of shares of Stock necessary to eliminate this shortfall. |
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c. |
To
the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan,
Blacktower agrees to return such Stock promptly to the Issuer’s transfer agent for relegending to the extent that such Stock
would then be subject to transfer restrictions in the hands of the Seller. |
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6. |
Blacktower
shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account. |
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7. |
Blacktower
may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. |
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8. |
Seller
may instruct Blacktower to sell or purchase shares of Stock other than pursuant to this Sales Plan. The parties hereto agree that
any such sale or purchase transaction (i) will not be deemed to modify this Sales Plan unless Seller so requests in writing in accordance
with paragraph D.1.d below and (ii) will be given by Seller to Blacktower only if such transaction does not contravene any of the
representations, warranties or covenants set forth in Section B of this Sales Plan. |
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D. |
Amendment
and Termination |
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1. |
This
Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that: |
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a. |
it
may be terminated by Seller at any time upon one day’s prior written notice sent to Blacktower’s Corporate Executive
Services Department at the address or fax number set forth in paragraph G.4 below, and |
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b. |
it
may be terminated pursuant to Paragraph C.5.a of this Sales Plan |
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c. |
it
may be, at Blacktower’s option, terminated if Blacktower has received notice from the Issuer of the occurrence of any event
contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan. |
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d. |
Notwithstanding
the provisions of paragraph D.1. herein, this Sales Plan may only be amended pursuant to the Issuer’s insider trading policy
and only after pre-clearance by the Issuer. |
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e. |
This
Plan may be amended by Seller only upon the written consent of Blacktower and receipt by Blacktower of the following documents, each
dated as of the date of such amendment: |
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(i) |
a
representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan, |
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(ii) |
a
certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are true at
and as of the date of such certificate as if made at and as of such date and |
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(iii) |
a
Seller’s Representation Letter completed and executed by Seller substantially in the form of Exhibit B to this Sales Plan. |
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E. |
Indemnification;
Limitation of Liability |
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1. |
a.
Seller agrees to indemnify and hold harmless Blacktower and its directors, officers, employees and affiliates from and against
all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection
with defending or investigating any such action or claim) arising out of or attributable to Blacktower’s actions taken or not
taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including
Seller’s representations and warranties in this Sales Plan) or any violation by Seller of applicable laws or regulations; provided,
however, that the indemnification provisions of this paragraph E.1.a shall not apply in the case of any claims, losses, damages or
liabilities finally judicially determined to have resulted from Blacktower’s gross negligence or willful misconduct. This indemnification
shall survive termination of this Sales Plan. |
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b. |
Notwithstanding
any other provision of this Sales Plan, neither party shall be liable to the other party for: |
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(i) |
special,
indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility
of such losses or damages or if such losses or damages could have been reasonably foreseen, or |
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(ii) |
any
failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its
reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier
or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.” |
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2. |
Seller
has consulted with Seller’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied
upon Blacktower or any person affiliated with Blacktower in connection with Seller’s adoption and implementation of this Sales
Plan. |
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3. |
Seller
acknowledges and agrees that in performing Seller’s obligations under this Sales Plan, neither Blacktower nor any of its affiliates
nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary
control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition
of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income
Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with
respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Blacktower
nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment
advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis
for investment decisions with respect to Seller’s assets. |
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F. |
Agreement
to Arbitrate Certain Disputes |
The
following disclosure is required by various regulatory bodies but should not limit the applicability of the following arbitration provision
to or in any claim or controversy which may arise between Seller and Blacktower.
This
Agreement contains a predispute arbitration clause. By signing this Sales Plan, which includes the following arbitration agreement, the
parties agree as follows:
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● |
Arbitration
is final and binding on the parties. All parties to this Agreement are giving up the right to sue each other in court, including
the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. |
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● |
The
parties are waiving their right to seek remedies in court, including the right to a jury trial. Arbitration awards are generally
final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. |
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● |
Pre-arbitration
discovery is generally more limited than and different from court proceedings. The ability of the parties to obtain documents, witness
statements, and other discovery is generally more limited in arbitration than in court proceedings. |
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● |
The
arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s right to appeal or
seek modifications of rulings of the arbitrators is strictly limited. The arbitrators do not have to explain the reason(s) for their
award. |
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● |
The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. |
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● |
The
rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible
for arbitration may be brought in court. |
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● |
The
rules of the arbitration forum in which the claim is filed, and any amendments thereto, are hereby incorporated into this Agreement. |
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● |
The
award of the arbitrators or of the majority of them shall be final, and judgment upon the award rendered may be entered in any court,
state or federal, having jurisdiction. |
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● |
No
person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement
against any person who has initiated in court a putative class action, or who is a member of a putative class action who has not
opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is
denied; or (ii) the class is decertified; or (iii) the Seller is excluded from the class by the court. Such forbearance to enforce
an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. |
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● |
Seller
agrees, and in consideration of Blacktower carrying an account for Seller, Blacktower agrees, that all controversies which may arise
between us, including any dispute involving Blacktower’s present or former agents, employees, officers, and directors and including,
but not limited to those involving transactions in this or any other account you have individually or jointly with or on behalf of
another party at Blacktower, including those in which you have a beneficial interest, or the construction, performance, or breach
of this or any other agreement between us, whether entered into prior, on, or subsequent to the date hereof, shall be fully and finally
determined by binding arbitration. Any arbitration under this Agreement shall be determined pursuant to the arbitration laws of the
State of Missouri and Federal Arbitration Act, where applicable, before the Financial Industry Regulatory Authority (FINRA). |
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● |
If
Seller files a complaint in court against Blacktower or its present or former employees, officers, or directors, Blacktower may seek
to compel arbitration of any such claims. If Blacktower seeks to compel arbitration of such claims, Blacktower must agree to arbitrate
all of the claims contained in the complaint if the Seller so requests. |
Seller
acknowledges that the preferred forum for any dispute resolution involving controversies which may arise between Seller and Blacktower
is through arbitration pursuant to the terms of the arbitration provision found in this Agreement. In the unlikely event any controversy
or dispute arising under this Agreement with Blacktower is determined to be ineligible for arbitration, Seller agrees as follows: THE
PARTIES TO THIS AGREEMENT SHALL NOT EXERCISE ANY RIGHTS THEY MAY HAVE TO ELECT OR DEMAND A TRIAL BY JURY. The Seller and Blacktower
hereby expressly waive any right to a trial by jury. The Seller acknowledges and agrees that this provision is a specific and material
aspect of the agreement between the parties and that Blacktower would not enter into this Agreement with Seller if this provision were
not part of the agreement.
Dispute
Resolution Locale: Any suit, arbitration proceeding, reparation proceeding, claim, or action against Blacktower or its present or past
officers, agents, or employees shall be brought and heard in the city where the branch sales office of Blacktower is or was located with
which Seller dealt. If the court, arbitration forum, or reparations tribunal does not conduct hearings in that city, then any such action
must be brought and heard in the locale closest to that city in which the court, arbitration forum, or reparations tribunal conducts
hearings. This paragraph shall apply even if Seller has related disputes with other parties which cannot be resolved in the same locale.
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1. |
Seller
shall pay Blacktower the amount per share of the Stock sold, per the separate agreement for services rendered. |
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2. |
Seller
and Blacktower acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in Section
741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts
under the Bankruptcy Code. |
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3. |
This
Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements
or understandings with regard to the Sales Plan. |
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4. |
All
notices to Blacktower under this Sales Plan shall be given to Blacktower’s Corporate Executive Services Department in the manner
specified by this Sales Plan by telephone at (973) 549-4225, by facsimile at (973) 549-4178 or by certified mail to
the address below: |
Blacktower
(Cayman) Limited
Grand
Pavilion Commercial Centre
802
Waste Bay Rd. Suite SW2
Grand
Cayman, Cayman Islands
Attn:
Brandon Ure
Notices
to the Issuer shall be given to:
FOMO
CORP.
1
E. Erie St. Suite 525 Unit #2250
Chicago,
IL 60611
Attn:
Vikram Grover
Telephone:
(630) 708-0750
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5. |
Each
Party’s rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of the
other party, which may be withheld in such party’s sole discretion. |
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6. |
This
Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
on all counterparts were upon the same instrument. |
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7. |
If
any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision
will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions
of this Sales Plan will continue and remain in full force and effect. |
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8. |
This
Sales Plan shall be governed by and construed in accordance with the internal laws of the State of Missouri, applicable to agreements
made and to be fully performed therein and may be modified or amended only by a writing signed by the parties to this Sales Plan. |
NOTICE:
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH F.
IN
WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.
Date:
09/20/2021
| Signature: |
/s/
Charles A. Szoradi |
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| Print
Name: |
Charles
A. Szoradi |
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|
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| Title: |
Individual |
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Blacktower
(Cayman) Limited
| By: |
/s/
Brandon S Ure |
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| Print
Name: |
Brandon
S Ure |
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| Title: |
Director |
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EXHIBIT
A
ISSUER
REPRESENTATION
| 1. |
FOMO
CORP. (the “Issuer”) represents that it has approved the Sales Plan dated 09/27/2021 (the “Sales Plan”) between
Charles A. Szoradi (“Seller”) and Blacktower (Cayman) Limited (“Blacktower”) relating to the common stock,
of the Issuer (the “Stock”). |
| 2. |
The
Issuer confirms the following with regard to Seller: |
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1.
Position/Affiliation with Issuer |
|
Advisory
Board Member |
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2.
Is Seller a Form 4 filer? |
|
YES
X NO __ |
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3.
Is Seller a Form 144 Filer? |
|
YES
X NO __ |
| 3. |
The
sales to be made by Blacktower for the account of Seller under the Sales Plan will not violate the Issuer’s insider trading
policies, and to the best of the Issuer’s knowledge there are no legal, contractual or regulatory restrictions applicable to
Seller or Seller’s affiliates as of the date of this representation that would prohibit the Seller from entering into the Sales
Plan or prohibit any sale under the Sales Plan. |
| 4. |
If
at any time during the Sales Plan Period (as defined in the Sales Plan), (i) Issuer becomes aware of a legal, contractual or regulatory
restriction that is applicable to Seller or Seller’s affiliates and that would prohibit any sale under the Sales Plan (other
than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the
Issuer or its securities), (ii) there is a change in the Issuer’s insider trading policies, so that the sales to be made by
Blacktower for the account of the Seller pursuant to the Sales Plan would violate these policies, or (iii) the Issuer’s board
of directors or chief executive officer determines that purchases or sales pursuant to the Sales Plan would have a material adverse
effect on the Issuer’s financial condition,, the Issuer agrees to give Blacktower’s Corporate Executive Services Department
notice of such restriction by telephone as soon as practicable. Such notice shall be made to Corporate Executive Services at (941)
246-8039 and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature
of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information
about the Issuer or its securities to Blacktower. |
Moreover,
if the sales to be made by Blacktower for the account of the Seller under the Sales Plan require that the Issuer meet the Current Public
Information provisions contained in paragraph (c) of Rule 144 under the Securities Act of 1933, as amended, the Issuer agrees to give
Blacktower notice in the manner provided above in the event that the Issuer fails to continue to satisfy the Current Public Information
provisions.
| 5. |
If
the Stock includes shares that may be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
the Issuer agrees as follows: To avoid delays in connection with transfers of stock certificates and settlement of transactions under
the Sales Plan, and in acknowledgment of Blacktower’s agreement in paragraph B.10 of the Sales Plan that sales of Stock under
the Sales Plan will be effected in compliance with applicable provisions of Rule 144 of the Securities Act of 1933, as amended, and
Blacktower’s agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer’s transfer agent
for relegending to the extent such shares would then be subject to transfer restrictions in the hands of the Seller, the Issuer agrees
that it will, immediately upon Seller’s directing delivery of Stock into an account at Blacktower in the name of and for the
benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificate to Seller that does
not bear any legend or statement restricting its transferability to a buyer. |
Date:
09/27/2021
| Signature: |
/s/
Vikram Grover |
|
| |
|
|
| Print
Name: |
Vikram
Grover |
|
| |
|
|
| Title
of Authorized Officer: |
CEO |
|
EXHIBIT
B
Date:
09/20/2021
Blacktower
(Cayman) Limited
Grand
Pavilion Commercial Centre
802
Waste Bay Rd. Suite SW2
Grand
Cayman, Cayman Islands
Attn:
Brandon Ure
|
Re: |
Name
of Issuer: |
FOMO
CORP. (OTC: FOMC) |
|
| |
|
Class
of Stock: |
Common |
|
| |
|
Number
of Shares: |
60,000,000 |
|
To
Whom It May Concern:
I
propose to sell 60,000,000 shares of Common Stock of FOMO CORP. (the “Company”), through the Broker in accordance
with the requirements of Rule 144 (the “Rule”) and I hereby represent:
| |
1. |
The
following information reflects all sales made during the past three months for my account and for the accounts of others with whom
I must aggregate sales under the Rule: |
| | |
| |
|
Amount |
| |
|
Date |
|
| a. | |
Myself | |
$ | 0 | | |
| | |
| b. | |
My spouse, children and all other relatives living in our household (or under our control) | |
| | | |
| | |
| c. | |
Trusts or estates in which any person in (a) or (b) above are trustees, executors or have a 10% beneficial interest | |
$ | 0 | | |
| | |
| d. | |
Corporations or other entities (other than the Company) in which persons in (a) or (b) above own collectively 10% or more of any class of equity securities or have a 10% equity interest | |
| | | |
| | |
| e. | |
Anyone acting in concert with any of the above | |
$ | 0 | | |
| | |
| f. | |
All other accounts whose sales must be aggregated, including: | |
| | | |
| | |
| | |
Donees | |
$ | 0 | | |
| | |
| | |
Pledges | |
| | | |
| | |
| | |
Trusts | |
$ | 0 | | |
| | |
| | |
Others | |
$ | 0 | | |
| | |
| |
2. |
The
aggregate number of shares of the Company’s Common Stock sold during the preceding three months for my account and for the
account of any person indicated in #1, above (as reported in Table II of Form 144) does not exceed the greater of either (a) or (b): |
| |
a. |
1%
of the total outstanding class shares of the Company’s Common Stock. |
| |
b. |
The
average weekly reported trading volume in the Company’s Common stock on all securities exchanges during the four calendar weeks
preceding the filing of the above-mentioned Form 144 with the Securities & Exchange Commission. |
| |
3. |
If
the securities being sold are “restricted securities” as defined in paragraph (a)(3) of Rule 144, I confirm that I have
been the beneficial owner of such securities for a period of six (6) months as provided in paragraph (d) of the Rule. |
| |
4. |
I
am an affiliate of the issuer, as that term is used in Rule 144(a)(1). |
| |
5. |
I
do not intend to sell shares of the Company’s Common Stock that are not part of this Sales Plan through any other financial
institution other than Blacktower for the duration of this plan (09/20/2021 – 12/19/2021). |
| |
6. |
I
have not made, and will not make, any payment in connection with this sale, other than the usual and customary compensation to the
Broker. |
| |
7. |
I
have not solicited or arranged, and will not solicit or arrange for orders to buy in connection with this sale. |
| |
8. |
Enclosed
is an executed copy (copies) of Form 144. |
| |
9. |
I
confirm to you that I am not aware of any material, non-public information about the Company. |
| |
10. |
I
confirm to you that, to the best of my knowledge, the Company is in compliance with the 1934 Act current public information reporting
requirements contained in Rule 144 ( c ) (1). |
| |
11. |
I
understand that the transfer agent’s delay in transferring the shares may cause a delay in the payment of the proceeds of the
sale. |
| |
12. |
The
Broker and/or the Company’s transfer agent is authorized to rely on the representations herein in connection with this sale,
and I consent to the Broker communicating with the Company in connection with such sale. |
Very
truly yours,
| /s/ Charles A. Szoradi |
|
|
|
|
| Signature |
|
Date:
09/20/2021 |
|
|
| |
|
|
|
|
| Charles
A. Szoradi |
|
|
|
|
| Print
Name |
|
Account
No. Of Seller’(s): |
|
Blacktower:
BCL-CAS108270 |
X
N/A |
|
|
|
|
| Joint
Signature |
|
|
|
|
| |
|
|
|
|
| N/A |
|
|
|
|
| Print
Joint Name |
|
|
|
|
