Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 7, 2015, is by and between Sports
Field Holdings, Inc, a corporation incorporated under the laws of the State of Nevada and located at 4320 Winfield Road,
Suite 200, Warrenville, IL 60555 (the “Company”), and ______________________________ (“Subscriber”).


 


WHEREAS,
the Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) promulgated by the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS,
the parties hereto desire that, upon the terms and subject to the conditions contained herein and upon the date hereof (the “Funding
Date”), the Company shall issue to Subscriber a convertible debenture (each a “Convertible Debenture”
and collectively, the “Convertible Debentures”) in the principal amount of ______________________United States
Dollars (US$_____________), pursuant to which the amounts owed thereunder shall be convertible into such number of shares of common
stock, par value $0.00001 per share, of the Company (the “Common Stock”) as are called for by the terms of
the Convertible Debenture (the “Conversion Shares” and together with the Convertible Debentures, the “Securities”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber
hereby agree as follows:


 


1.             Purchase
and Sale. Upon the terms and subject to the conditions set forth in this Agreement and in consideration of ______________________
United States Dollars (US$_____________) (the “Purchase Price”) delivered by Subscriber to the Company on the
Funding Date, the Company hereby agrees to issue the Convertible Debenture to Subscriber on the Funding Date. The Company agrees
to issue and deliver the Securities to Subscriber free of all liens, pledges, mortgages, security interests, charges, restrictions,
adverse claims or other encumbrances of any kind or nature whatsoever (“Encumbrances”), and Subscriber hereby
agrees to accept the Securities free of all Encumbrances. The Subscriber shall pay the Purchase Price, to Lucosky Brookman LLP
as escrow agent (the “Escrow Agent”) for the Company, by check payable to Lucosky Brookman LLP as Escrow Agent
for Sports Field Holdings, Inc., or by wire transfer of immediately available funds in accordance with the instructions on Schedule
I hereto.            


 


2.            Subscriber
Representations and Warranties. Subscriber hereby represents and warrants to and agrees with the Company that:


 


(a)            Standing
of Subscriber. Subscriber has the legal capacity and power to enter into this Agreement.


 




    	 



    	 



    

 


(b)            Authorization
and Power. Subscriber has the requisite power and authority to enter into and perform this Agreement and to advance the Purchase
Price and accept the Securities. The execution, delivery and performance of this Agreement by Subscriber, and the consummation
by Subscriber of the transactions contemplated hereby, have been duly authorized by all necessary action, and no further consent
or authorization of Subscriber is required. This Agreement has been duly authorized, executed and delivered by Subscriber and
constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of Subscriber, enforceable against
Subscriber in accordance with the terms hereof.


 


(c)            Information
on Subscriber. Subscriber is, and reasonably believes Subscriber will be at the time of any conversion of the Debenture, an
“accredited investor,” as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is
experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of
United States publicly-owned companies in private placements in the past and, with Subscriber’s representatives, has such
knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of, and to make an informed investment decision with respect to, the
proposed purchase, which Subscriber hereby agrees represents a speculative investment. Subscriber has the authority and is duly
and legally qualified to purchase and own the Securities. Subscriber is able to bear the risk of such investment for an indefinite
period and to afford a complete loss thereof.


 


(d)            Purchase
of Securities. Subscriber will purchase the Securities for Subscriber’s own account for investment and not with a view
toward, or for resale in connection with, the public sale or any distribution thereof in violation of the Securities Act or any
applicable state securities law, and has no direct or indirect arrangement or understandings with any other person or entity to
distribute or regarding the distribution of such Securities.


 


(e)            Highly
Speculative Investment. Subscriber acknowledges and agrees that a purchase of the Securities is highly speculative and involves
significant risks and that the Securities should not be purchased if Subscriber cannot afford the loss of Subscriber’s entire
investment. The business objectives of the Company are speculative, and it is possible that the Company may be unable to achieve
them. Subscriber understands that Subscriber may be unable to realize a substantial return on the purchase of the offered Securities,
or any return whatsoever, and may lose Subscriber’s entire investment.


 


(f)            Compliance
with Securities Act. Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or
any applicable state securities laws by reason of their issuance in a transaction that does not require registration under the
1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities
must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities
laws or is exempt from such registration.


 




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(g)            Share
Legend. The certificates evidencing the Conversion Shares shall bear the following or similar legend:


 




“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


(h)            Debenture
Legend. The Debenture shall bear the following or similar legend:


 


“NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


(i)            Communication
of Offer. Subscriber has a preexisting personal or business relationship with the Company or one or more of its directors,
officers, advisors or control persons, and the offer to issue the Securities was directly communicated to Subscriber by the Company.
At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement,
or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection
and concurrently with such communicated offer.


 


(j)            No
Governmental Endorsement. Subscriber understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities, or the suitability of the investment in the
Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 




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(k)            Information.
Subscriber and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities that have been requested by Subscriber. Subscriber
and its advisors, if any, acknowledge that they reviewed the Company SEC Documents (as defined herein). Subscriber and its advisors,
if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence
investigations conducted by Subscriber or its advisors, if any, or its representatives shall modify, amend or affect Subscriber’s
right to rely on the Company’s representations and warranties contained herein. Subscriber understands that its investment
in the Debenture, any Conversion Shares upon voluntary conversion and any Private Placement Securities acquired in the Qualified
Offering involve a high degree of risk and is able to afford a complete loss of such investment. Subscriber has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the securities.


 


(l)            No
Market Manipulation. Subscriber has not taken, and will not take, directly or indirectly, any action designed to, or that
might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock, to facilitate
the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.


 


(m)            Restrictions
on Transfer or Resale. The Subscriber understands that (i) the Securities are not being registered under the Securities Act
of 1933 or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Securities
are subsequently registered thereunder, or (B) Subscriber shall have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration; and (ii) neither the Company nor any other party is under any obligation to register the
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder,
provided however that Subscribers shall have the same registration rights with respect to the Debentures as investors
in the Qualified Offering in the event that the Subscriber elects to convert the Debenture in connection with the Qualified Offering;
(iii) Subscriber is acquiring the Securities for its own account and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, and (iv) Subscriber
does not presently have any agreement or understanding, directly or indirectly, with any party to distribute the Securities.


 


(n)            Reliance
on Exemptions. The Subscriber understands that the Securities are being offered and sold or assigned to it in reliance on
specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth herein in order to determine the availability of such exemptions and
the eligibility of Subscriber to acquire the Securities.


 




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3.            Company
Representations and Warranties. The Company represents and warrants to, and agrees with, Subscriber that:


 


(a)            Due
Incorporation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation;


 


(b)            Authority;
Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is the valid and binding
agreement of the Company, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally, or principles of equity. The Company has
full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations thereunder;


 


(c)            Capitalization
and Additional Issuances. The Company has authorized two hundred fifty million (250,000,000) shares of the Common Stock. As
of the date hereof, there are 13,545,275 shares of the Common Stock issued and outstanding and 1,350,000 shares of the Common
Stock, which may be issued hereafter in respect of stock options, warrants, convertible securities, or other Company Securities
(as defined below) issued or outstanding as of the date hereof. All of the outstanding shares of the Common Stock are, and the
Shares to be issued pursuant to the Debenture will be, duly authorized and validly issued, fully paid and non-assessable and are
not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described
on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting
of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence
of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares
of the Common Stock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations
of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock
of) the Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation
rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide
economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each
case that have been issued by the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Company,
being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company
to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with
respect to any Company Securities;


 




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(d)           Commission
Filings; Financial Statements; Absence of Undisclosed Liabilities.


 


(i)            Commission
Filings. The Company has filed with the Commission all registration statements, prospectuses, reports, schedules, forms, statements
and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished
by it with the Commission since (the “Company SEC Documents”) and such Company SEC Documents when filed were
true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by a subsequent
filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents
complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (including the rules and
regulations promulgated thereunder) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such
Company SEC Documents and did not, at the time it was filed (or, if amended, at the time (and taking into account the content)
of such amendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
As of the date hereof, there are no outstanding or unresolved comments in comment letters from the Commission staff with respect
to any of the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is the subject of ongoing Commission
review, outstanding Commission comment or outstanding Commission investigation;


 


(ii)            Financial
Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in
the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC
with respect thereto as of their respective dates; (ii) was prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the
notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the Commission for Quarterly
Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of the Company
at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods
indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as
permitted by GAAP and the applicable rules and regulations of the Commission. As of the date hereof, RRBB Accountants and Advisors
has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements
with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure;


 


(iii)            No
Undisclosed Liabilities. Neither the Company nor any of its subsidiaries has any liability, indebtedness or obligation of
any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise, and whether or not required to be recorded or
reflected on a balance sheet under GAAP) (“Liability”) except for Liabilities that (a) are reflected or recorded
on the Company’s most recent balance sheet included in the Company SEC Documents (including in the notes thereto but only
to the extent it is reasonably apparent that the disclosure in such notes is of a Liability required to be reflected on a balance
sheet prepared in accordance with GAAP) contained in the Company SEC Documents or (b) are current Liabilities (within the meaning
of GAAP) which were incurred since the date of such balance sheet in the ordinary course of business consistent with past practice;


 




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(e)            Related
Party Transactions. All contracts, transactions, arrangements and understandings with any executive officer or director of
the Company or any of its subsidiaries, any other person that directly or indirectly controls, is controlled by or is under common
control with (“Affiliate”), the Company, or any person owning 10% or more of the shares of the Common Stock
(or any of such person's immediate family members or Affiliates or associates), which is required to be disclosed under Item 404
of Regulation S-K promulgated under the Securities Act, have been fully and properly disclosed in the appropriate Company SEC
Documents. There are no such contracts, transactions, arrangements or understandings which have not been so disclosed;


 


(f)            Consents.
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction over the Company or
of any other person is required for the execution by the Company of this Agreement and compliance and performance by the Company
of its obligations hereunder, including, without limitation, the issuance of the Securities;


 


(g)           No
Violation or Conflict. Neither the issuance of the Securities nor the performance of the Company’s obligations under
this Agreement will:


 


(i)            violate,
conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time
or both would be reasonably likely to constitute a default) under (a) the charter or bylaws of the Company or (b) any decree,
judgment, order or determination applicable to the Company of any court, governmental agency or body having jurisdiction over
the Company or over the properties or assets of the Company or (c) any contract, agreement, instrument or undertaking to which
the Company or any subsidiary is a party; or


 


(ii)            result
in the creation or imposition of any lien, charge or encumbrance upon the Securities except in favor of Subscriber as described
herein;


 


(h)           The
Shares. Upon issuance, the Shares:


 


(i)            shall
be free and clear of any security interests, liens, claims or other Encumbrances, subject only to restrictions upon transfer under
the Securities Act and any applicable state securities laws;


 


(ii)            shall
have been duly and validly issued, fully paid and non-assessable; and


 


(iii)            will
not subject the holders thereof to personal liability by reason of being such holders;


 




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(i)            Litigation.
There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation before or by any
court, governmental agency or body having jurisdiction over the Company including, without limitation, any such that would materially
affect the execution by the Company or the complete and timely performance by the Company of its obligations under this Agreement;


 


(j)            No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person or entity acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Shares;


 


(k)            Investment
Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940,
as amended; and


 


(l)            Full
Disclosure. No representation or warranty or other statement made by the Company in this Agreement in connection with the
contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the
representations and warranties set forth herein, in light of the circumstances in which they were made, not misleading.


 


4.            Broker’s
Commission/Finder’s Fee. With the exception of Spartan Capital Securities, LLC, each party hereto represents to the
other that there are no parties entitled to receive fees, commissions, finder’s fees, due diligence fees or similar payments
in connection with the consummation of the transactions contemplated hereby. Each party hereto agrees to indemnify the other against
and hold the other harmless from any and all liabilities to any persons claiming brokerage commissions or similar fees on account
of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions
contemplated hereby and arising out of the indemnifying party’s actions. Spartan Capital Securities will receive a commission
of 5% of the purchase price of each Debenture sold and a warrant to purchase shares of Common Stock equal 5% of the number of
Conversion Shares. In addition, Spartan Capital Securities, LLC currently owns 750,000 shares of Common Stock of the Company and
warrants to purchase 500,000 shares of Common stock of the Company.


 


5.            Covenants
Regarding Indemnification. Each party hereto agrees to indemnify, hold harmless, reimburse and defend the other party and
the other party’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders,
as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the indemnified party or any such person which results, arises out of or is based upon (i)
any breach of any representation or warranty by the indemnifying party in this Agreement or (ii) any breach or default in performance
by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party.


 


6.            Miscellaneous.


 


(a)            Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth in the preamble paragraph hereto or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery at the address designated in the preamble paragraph hereto (if delivered on a
business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur.


 




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(b)            Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied on any representations
not contained or referred to in this Agreement and the documents delivered herewith.


 


(c)            Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


(d)            Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New
Jersey without regard to principles of conflicts of laws. Any action brought by either party hereto against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of the State of New Jersey or in the
federal courts located in the State of New Jersey. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY. 


 


(e)            Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 




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(f)            Counsel;
Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement, the Debenture
and any documents executed in connection therewith. The parties understand and agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement, the Debenture and
any documents executed in connection therewith. The language in this Agreement, the Debenture and any documents executed in connection
therewith shall be interpreted as to its fair meaning and not strictly for or against any party.


 


(g)            Captions.
The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience;
such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of May 7, 2015.


 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT COUNTERPART SIGNATURE PAGE


[COMPANY
OR TRUST]


 


The
undersigned hereby represents, warrants and covenants that the undersigned is duly authorized by the prospective investor to take
all requisite action on the part of the prospective investor listed below to enter into this Agreement and, further, that the
prospective investor has all requisite authority to enter into such Agreement.


 


The
undersigned represents and warrants that each of the above representations, agreements or understandings set forth herein applies
to the prospective investor and that the undersigned has authority under the charter, by-laws, corporate resolutions or trust
agreement of such prospective investor to execute this Agreement.


 


	 	 
	Name
    of Company (Please type or print)	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 	Amount
    of (check one)
	 	_______ check
    enclosed or wire transfer: _______ 


 


Amount


Subscribed
for: $                         


 




    	 



    	 



    




 


SUBSCRIPTION
AGREEMENT
COUNTERPART SIGNATURE
PAGE




 


[PARTNERSHIP]


 


If
the prospective investor is a PARTNERSHIP, complete the following and enclose a true copy of the Partnership Agreement of the
prospective investor:


 


The
undersigned hereby represents, warrants and covenants that the undersigned is a general partner of the prospective investor named
below, is duly authorized by the prospective investor to enter into this Agreement, and that the prospective investor has all
requisite authority to enter into this Agreement and set forth below are the names of all Partners of the prospective investor.


 


The
undersigned represents and warrants that each of the above representations, agreements or undertakings set forth herein applies
to the prospective investor and that the undersigned is authorized by such prospective investor to execute this Agreement.


 





	 	 
	Name
    of Partnership (Please type or print)	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Names of Partners:	 	Signature:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	(Add additional sheets if
    necessary)	 


 





	 	Amount
    of (check one)
	 	_______ check
    enclosed or wire transfer: _______ 


 


Amount


Subscribed
for: $                       


 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT
COUNTERPART SIGNATURE
PAGE


[INDIVIDUAL]


 


If
the prospective investor is an individual, please execute this Agreement below. Name of individual (Please type or print)


_________________________________________________ 


 


	By:	 	 
	Name:	 	 


 


And (if
applicable)


 


	By:	 	 
	Name:	 	 


 


HOW SHARES
WILL BE HELD:


 


	 	Individually	 	 
	 	JTWROS	 	 
	 	TBTE	 	 


 








	 	Amount
    of (check one)
	 	_______ check
    enclosed or wire transfer: _______ 





Amount


Subscribed
for: $                        


 


*If investment
is taken in joint names, both must sign.


 




    	 



    	 



    

 


[ACCEPTANCE
PAGE FOR SUBSCRIPTION AGREEMENT]


 


Agreed to
and accepted as of May 5, 2015.


 


 


	 	SPORTS
    FIELD HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Jeromy
    Olson
	 	Title:	Chief
    Executive Officer


 


 




    	 



    	 



    

 


SCHEDULE
I


 


WIRE
INSTRUCTIONS


 




    	 



    	 



    

 


SCHEDULE
3(C)


 


	 	 	 	 	 	Volume Weighted	 
	Type of Security	 	Shares 

(or underlying Shares)	 	 	Exercise Price 

(if applicable)	 
	 	 	 	 	 	 	 	 	 
	Warrants	 	 	500,000	 	 	$	1.00	 
	 	 	 	 	 	 	 	 	 
	Options	 	 	600,000	1	 	$	1.92	 
	 	 	 	 	 	 	 	 	 
	Restricted Common Stock	 	 	250,000	2	 	 	N/A	 



 





 






1 As of the date
hereof, the options have not been issued. Such option will be issued once the Company and Board of Directors adopts the 2015 Incentive
Stock Option Award Plan


2 Such shares will be issuable to the Company’s
Chief Executive Officer pursuant to his Employment Agreement, if such Employment Agreement is still in effect as of January 1,
2016.




 




    	 



    	 



    

 


EXHIBIT
A


 


CONFIDENTIAL
INVESTOR QUESTIONNAIRE