Exhibit
10.2


 


EXHIBIT D


 


 


REGISTRATION RIGHTS AGREEMENT


 





 


DIGITAL CADDIES, INC.




    	 



    	 



    

REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of _____________ 2013, by and among Digital Caddies Inc., an
Oklahoma corporation (the “Company”), and the “Purchasers” who have subscribed for shares pursuant to the
Confidential Private Placement Memorandum of the Company dated November 13, 2013.


 


The parties hereby
agree as follows:


 


1. Certain
Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement
will have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Common
Stock” shall mean the Company’s common stock, par value $0.001 per share, and any securities into which such shares
may hereinafter be reclassified.


 


“Confidential
Private Placement Memorandum” shall mean the Confidential Private Placement Memorandum of the Company dated November
13, 2013 under which the Company has offered for sale 5,000,000 Units at a price of $1.00 per Unit.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Purchasers”
shall mean the Purchasers who have subscribed for and purchased shares pursuant to the Confidential Private Placement Memorandum
of the Company dated November 13, 2013.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement(s), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement(s) and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement(s) or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement(s) or document.


 


“Registrable
Securities” shall mean the shares of Common Stock issued pursuant to valid accepted subscriptions under the Confidential
Private Placement Memorandum of the Company dated November 13, 2013.


 


“Registration
Statement” shall mean any registration Statement of the Company filed under the 1933
Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


2. Registration.


 


(a)Registration
Statement(s). Provided that all shares offered pursuant to the Confidential Private Placement Memorandum have been sold or
the offering has been closed and subject to all applicable state and federal law, the Company shall within 24 months of the completion
of such offering under the Confidential Private Placement Memorandum, prepare and file a registration statement on Form S-1, to
register the Registrable Securities for resale.


 


(b) Expenses.
The Company will pay various expenses associated with the Registration, including filing and printing fees, counsel and accounting
fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, but
excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being sold.


 


(c) Effectiveness.
The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable.
The Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable,
and in any event, within five (5) Business Days, after any Registration Statement is declared effective and shall as quickly
as practicable provide the Purchasers with copies of any related Prospectus to be used in
connection with the sale or other disposition of the securities covered thereby.


 


(d)Underwritten
Offering. If any offering pursuant to a Registration Statement pursuant to Section 2(a) hereof involves an underwritten offering,
the Company shall have the right to select an investment banker and manager to administer the offering.


 


3. Company Obligations. The
Company will use commercially reasonable efforts to affect the registration of the Registrable Securities in accordance with the
terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)use
commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for
a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration
Statement may be sold pursuant to Rule 144;


 


(b)prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement(s) and the Prospectus as may
be necessary to keep the Registration Statement(s) effective for the period specified in Section
3(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable
Securities covered thereby;


 


(c)in
the event the Company selects an underwriter for the offering, the Company shall enter into and perform its reasonable obligations
under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution
obligations, with the underwriter of such offering;


 


(d)if
required by the underwriter, or if any Purchaser is described in the Registration Statement as an underwriter, the Company shall
furnish, on the effective date of the Registration Statement (except with respect to clause (i) below) and on the date that Registrable
Securities are delivered to an underwriter, if any, for sale in connection with the Registration Statement (including any Purchaser
deemed to be an underwriter), (i) (A) in the case of an underwritten offering, an opinion, dated as of the closing date of the
sale of Registrable Securities to the underwriters, from independent legal counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the
underwriters and the Purchasers participating in such underwritten offering, or (B) in the case of an “at the market”
offering, an opinion, dated as of or promptly after the effective date of the Registration Statement to the Purchasers, from independent
legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily
given in a public offering, addressed to the Purchasers, and (ii) a letter, dated as of the effective date of such Registration
Statement and confirmed as of the applicable dates described above, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters (including any Purchaser deemed to be an underwriter);


 


(e)use
commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(g)With
a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144 or
any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file in a timely
manner all reports and other documents required of the Company; and (iii) furnish to each Purchaser upon request, as long as such
Purchaser owns any Registrable Securities, (A) a written Statement(s) by the Company that
it has complied with all applicable reporting requirements, (B) a copy of the Company’s most recent Annual Report
or Quarterly Report, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule
or regulation that permits the selling of any such Registrable Securities without registration.


 


4.Due Diligence Review; Information.
The Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors to and
representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the
Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a
Registration Statement or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records
and all other corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time
period, to supply all such information reasonably requested by the Purchasers or any such
representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in
response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after
the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives,
advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect
to the Company and the accuracy of such Registration Statement.


 


The Company shall not
disclose material nonpublic information to the Purchasers, or to advisors to or representatives of the Purchasers, unless prior
to disclosure of such information the Company identifies such information as being material nonpublic information and provides
the Purchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information
for review and any Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company
with respect thereto.


 


5.Obligations of the Purchasers.


 


(a)Each Purchaser
shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify
each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable
Securities included in the Registration Statement. An Purchaser shall provide such information to the Company at least two (2)
Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of
the Registrable Securities included in the Registration Statement.


 


(b)Each Purchaser,
by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a Registration
Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable
Securities from such Registration Statement.


 


(c)In the event
the Company, at the request of the Purchasers, determines to engage the services of an underwriter, such Purchaser agrees to enter
into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are
reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities.


 


(d)No Purchaser
may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities
on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company,
(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting
discounts and commissions. Notwithstanding the foregoing, no Purchaser shall be required to make any representations to such underwriter,
other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable
Securities, and any indemnification in favor of the underwriter by the Purchasers shall be several and not joint and limited in
the case of any Purchaser, to the proceeds received by such Purchaser from the sale of its Registrable Securities. The scope of
any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b)
hereof.


 


6. Miscellaneous.


 


(a)Amendments
and Waivers. This Agreement may be amended only by a writing signed by the Company and the Purchasers. The Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or omission to act, of the Required Purchasers.


 


(b)Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in the Subscription Agreement.


 


(c)Assignments
and Transfers by Purchasers. The provisions of this Agreement shall be binding upon and inure to the benefit of the Purchasers
and their respective successors and assigns. An Purchaser may transfer or assign, in whole or from time to time in part, to one
or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Purchaser to such person,
provided that such Purchaser complies with all laws applicable thereto and provides
written notice of assignment to the Company promptly after such assignment is effected.


 


(d)Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Purchasers, provided, however, that
the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with
a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially
all of the Company’s assets to another corporation, without the prior written consent of the Required Purchasers, after notice
duly given by the Company to each Purchaser.


 


(e)Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed
an original.


 


(g)Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


(h)Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


(j)Entire Agreement.
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
Statement(s) of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first above written.


 


DIGITAL CADDIES, INC.


___________________________________


By: Brad Nightingale


Its:
CEO


 




    	 



    	 



    

IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


_____________________________________________


NAME OF PURCHASER


 


______________________________________________


Signature:



 


______________________________________________


Name:


 


______________________________________________


Title:


 


 


ADDRESS FOR NOTICE


 


_____________________________________________


Street:


 


_____________________________________________


City/State/Zip:


 


_____________________________________________


Attention:


 


_____________________________________________


Tel:


 


_____________________________________________


Fax:


 


_____________________________________________


Email: