Exhibit
10.13


THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT.


	
 


	
WARRANT TO PURCHASE


	
1,150,000 SHARES OF
 COMMON STOCK OF


	
WORLD SERIES OF GOLF,
 INC.





This certifies that The Slitz Family Trust, or any
party to whom this Warrant is assigned in accordance with its terms, is entitled
to subscribe for and purchase one million one hundred fifty thousand
(1,150,000) shares of the Common Stock of World Series of Golf, Inc., a Nevada
corporation, on the terms and conditions of this Warrant.


          1.
Definitions. As used in this Warrant, the term:


                    1.1
“Business Day” means any day other than a Saturday, Sunday, or a day on
which banking institutions in the State of New York are authorized or obligated
to be closed by law or by executive order.


                    1.2
“Common Stock” means the Common Stock, par value $.001 per share, of the
Corporation.


                    1.3
“Corporation” means World Series of Golf, Inc., a Nevada corporation, or
its successor.


                    1.4
“Expiration Date” means February 1, 2015.


                    1.5
“Holder” means The Slitz Family Trust, or any party to whom this Warrant
is assigned in accordance with its terms.


                    1.6
“1933 Act” means the Securities Act of 1933, as amended.


                    1.7
“Warrant” means this Warrant and any warrants delivered in substitution
or exchange for this Warrant in accordance with the provisions of this Warrant.


                    1.8
“Warrant Price” means $.50 per share of Common Stock, as such amount may
be adjusted pursuant to Section 4 hereof.


          2.
Exercise of Warrant. (a) At any time before the Expiration Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole
or in part, by surrendering this Warrant (with a duly executed subscription in
the form attached) at the Corporation’s principal 






corporate office (located on the date hereof in Las
Vegas, Nevada) and by paying the Corporation, by check payable to the
Corporation, the aggregate Warrant Price for the shares of Common Stock being
purchased.


                    (b)
In lieu of exercising this Warrant pursuant to Section 2(a) above, the Holder
may elect to receive, without the payment by the Holder of any additional
consideration, shares of Common Stock equal to the value of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Corporation (together with a duly executed subscription
in the form attached), in which event the Corporation shall issue to the Holder
hereof a number of shares of Common Stock computed using the following formula:


	
 

	
 


	
X = 

	
Y (A-B)


	
 

	



	
 

	
     A








	
 

	
Where: X = The number of
 shares of Common Stock to be issued to the Holder pursuant to this net
 exercise;


	
 


	
 

	
Y = The number of shares
 of Common Stock in respect of which the net issue election is made;


	
 


	
 

	
A = The fair market value
 of one share of the Common Stock at the time the net issue election is made;


	
 


	
 

	
B = The Warrant Price (as
 adjusted to the date of the net issuance).





For purposes of this Warrant,
the “fair market value” of one share of Common Stock as of a particular date
shall be determined as follows: (i) if traded on a securities exchange or
through the Nasdaq Stock Market or through an interdealer quotation system such
as the OTC Bulletin Board, the value shall be deemed to be the average of the
closing sale prices of the Common Stock on such exchange or quotation system
over the ten (10) day period ending three (3) days prior to the net exercise
election; (ii) if traded over-the-counter, the value shall be deemed to be the
average of the closing sale price over the ten (10) day period ending three (3)
days prior to the net exercise. If there is no reported sale price for the
Common Stock the fair market value of the Common Stock shall be the value as
determined in good faith by the Board of Directors of the Corporation.


                    2.1
Delivery of Certificates. As soon as possible, and in any event within
fifteen (15) days, after each exercise of the purchase rights represented by
this Warrant, the Corporation, at its expense, shall deliver a certificate for
the shares of Common Stock so purchased to the Holder and, unless this Warrant
has been fully exercised or expired, a new Warrant representing the balance of
the shares of Common Stock subject to this Warrant.


                    2.2
Effect of Exercise. The person entitled to receive the shares of Common
Stock issuable upon any exercise of the purchase rights represented by this
Warrant shall be treated for all purposes as the holder of such shares of
record as of the close of business on the date of exercise.


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                    2.3
Issue Taxes. The Corporation shall pay all issue and other taxes that
may be payable in respect of any issue or delivery to the Holder of shares of
Common Stock upon exercise of this Warrant.


          3.
Stock Fully Paid; Reservation of Shares. The Corporation covenants and
agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation
further covenants and agrees that, during the period within which the Holder
may exercise the rights represented by this Warrant, the Corporation shall at
all times have authorized and reserved for issuance enough shares of its Common
Stock or other securities for the full exercise of the rights represented by
this Warrant. The Corporation shall not, by an amendment to its Articles of
Incorporation or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant.


          4.
Adjustments. The Warrant Price and the number of shares of Common Stock
that the Corporation must issue upon exercise of this Warrant shall be subject
to adjustment in accordance with Sections 4.1 through 4.3.


                    4.1
Adjustment to Warrant Price for Combinations or Subdivisions of Common Stock.
If the Corporation at any time or from time to time after the date hereof (1)
declares or pays, without consideration, any dividend on the Common Stock
payable in Common Stock; (2) creates any right to acquire Common Stock for no
consideration; (3) subdivides the outstanding shares of Common Stock (by stock
split, reclassification or otherwise); or (4) combines or consolidates the
outstanding shares of Common Stock, by reclassification or otherwise, into a
lesser number of shares of Common Stock, the Corporation shall proportionately
increase or decrease the Warrant Price, as appropriate.


                    4.2
Adjustments for Reclassification and Reorganization. If the Common Stock
issuable upon exercise of this Warrant changes into shares of any other class
or classes of security or into any other property for any reason other than a
subdivision or combination of shares provided for in Section 4.1, including
without limitation any reorganization, reclassification, merger or consolidation,
the Corporation shall take all steps necessary to give the Holder the right, by
exercising this Warrant, to purchase the kind and amount of securities or other
property receivable upon any such change by the owner of the number of shares
of Common Stock subject to this Warrant immediately before the change.


                    4.3
Spin Offs. If the Corporation spins off any subsidiary by distributing
to the Corporation’s shareholders as a dividend or otherwise any stock or other
securities of the subsidiary, the Corporation shall reserve until the
Expiration Date enough of such shares or other securities for delivery to the
Holders upon any exercise of the rights represented by this Warrant to the same
extent as if the Holders owned of record all Common Stock or other securities
subject to this Warrant on the record date for the distribution of the
subsidiary’s shares or other securities.


                    4.4
Certificates as to Adjustments. Upon each adjustment or readjustment
required by this Section 4, the Corporation at its expense shall promptly
compute such 


3






adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.


          5.
Fractional Shares. The Corporation shall not issue any fractional shares
in connection with any exercise of this Warrant.


          6.
Dissolution or Liquidation. If the Corporation dissolves, liquidates or
winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is
taken, upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation’s Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.


          7.
Transfer and Exchange.


                    7.1
Transfer. Subject to Section 7.3, the Holder may transfer all or part of
this Warrant at any time on the books of the Corporation at its principal
office upon surrender of this Warrant, properly endorsed. Upon such surrender,
the Corporation shall issue and deliver to the transferee a new Warrant or
Warrants representing the Warrants so transferred. Upon any partial transfer,
the Corporation shall issue and deliver to the Holder a new Warrant or Warrants
with respect to the Warrants not so transferred.


                    7.2
Exchange. The Holder may exchange this Warrant at any time at the
principal office of the Corporation for Warrants in such denominations as the
Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.


                    7.3
Securities Act of 1933. By accepting this Warrant, the Holder agrees
that this Warrant and the shares of the Common Stock issuable upon exercise of
this Warrant may not be offered or sold except in compliance with the 1933 Act,
and then only with the recipient’s agreement to comply with this Section 7 with
respect to any resale or other disposition of such securities. The Corporation
may make a notation on its records in order to implement such restriction on
transferability.


          8.
Loss or Mutilation. Upon the Corporation’s receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of


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mutilation) upon surrender and cancellation of this
Warrant, the Corporation shall execute and deliver a new Warrant to the Holder.


          9.
Successors. All the covenants and provisions of this Warrant shall bind
and inure to the benefit of the Holder and the Corporation and their respective
successors and assigns.


          10
Notices. All notices and other communications given pursuant to this
Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:


	
 

	
 

	
 


	
 

	
(a) If to Holder, then to:


	
 

	
 


	
 

	
 

	
The Slitz Family Trust


	
 

	
 

	
2820 High Sail Court


	
 

	
 

	
Las Vegas, NV 89117


	
 

	
 

	
 


	
 

	
(b) If to the Corporation, then to:


	
 

	
 


	
 

	
 

	
World Series of Golf, Inc.


	
 

	
 

	
10161 Park Run Drive, Suite 150


	
 

	
 

	
Las Vegas, NV 89141





Such addresses for notices may be changed by any party
by notice to the other party pursuant to this Section 10.


          11.
Amendment. This Warrant may be amended only by an instrument in writing
signed by the Corporation and the Holder.


          12.
Construction of Warrant. This Warrant shall be construed as a whole and
in accordance with its fair meaning. A reference in this Warrant to any section
shall be deemed to include a reference to every section the number of which
begins with the number of the section to which reference is made. This Warrant
has been negotiated by both parties and its language shall not be construed for
or against any party.


          13.
Law Governing. This Warrant is executed, delivered and to be performed
in the State of New York and shall be construed and enforced in accordance with
and governed by the New York law without regard to any conflicts of law or
choice of forum provisions.


Dated as of June 2, 2009 


	
 

	
 

	
 


	
 

	
World Series of Golf, Inc.


	
 

	
 


	
 

	
By: 

	
/s/ Joseph F. Martinez 


	
 

	
 

	



	
 

	
 

	
Name: Joseph F. Martinez


	
 

	
 

	
Title:   Chief Executive Officer





5






SUBSCRIPTION
FORM


(To
be executed only upon exercise of Warrant)


          The
undersigned Holder hereby irrevocably elects to exercise the attached Warrant
and to purchase ____________ shares of Common Stock of World Series of Golf,
Inc. issuable upon the exercisable of such Warrant and requests that
certificates for such shares of Common Stock be issued in the name of:


	



	
(Please
 type or print name and address)


	
 


	



	
 


	



	
 


	



	
(Social
 Security or Taxpayer I.D. No.)








	
 

	
 


	
and delivered to 

	



	
 

	
 


	



	
(Please
 type or print name and address)





and, if such number of
shares of Common Stock shall not be all the shares of Common Stock evidenced by
such Warrant, that a new Warrant for the balance of such shares of Common Stock
shall be registered in the name of, and delivered to, the Holder at the address
stated below. Capitalized terms used and not defined herein shall have the
respective meaning ascribed to them in the attached Warrant.


In full payment of the
purchase price with respect to the shares of Common Stock exercised, the
undersigned hereby [tenders payment of $ ________ by check payable in United
States currency to the order of World Series of Golf, Inc. pursuant to Section
1(a) of the attached Warrant] [exercises the attached Warrant with respect to
_____ shares of Common Stock via means of cashless exercise pursuant to Section
1(b) of the attached Warrant and instructs the Corporation to issue _____
shares of Common Stock to the Holder.]


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Address)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Social
 Security or Taxpayer I.D. No.)












	
 


	
ISSUE
 OF A NEW WARRANT


	
 


	
(To be
 executed only upon partial exercise,


	
exchange,
 or partial transfer of Warrant)





          Please
issue ______ Warrants, each representing the right to purchase ______ shares of Common Stock
of World Series of Golf,
Inc. to the registered holder.


	
 

	
 


	
Dated: 

	
 


	
 

	
 


	
 

	



	
 

	
(Signature of Registered Holder)












FORM
OF ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned registered Holder of this Warrant sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the Warrant, with respect to the number of shares of Common
Stock set forth below (the “Transfer”):


	
 

	
 

	
 


	
Name of Assignee  

	
Address  

	
No. of Shares  


	


	


	






The undersigned irrevocably constitutes and appoints ________as
the undersigned’s attorney-in-fact, with full power of substitution, to make
the transfer on the books of World Series of Golf, Inc. 


	
 

	
 


	
Dated: 

	
 


	
 


	
 

	



	
 

	
          (Signature)