THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY
ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


Date of Issuance: May 30, 2014


 


WARRANT
TO PURCHASE


SHARES OF COMMON STOCK OF


DIGITAL CADDIES, INC.


 


(Void after February 1, 2025)


 


This certifies that
___________________________________________, or assigns (“Holder”), for value received, is entitled to purchase
from DIGITAL CADDIES, INC., an Oklahoma corporation (“Company”), the Applicable Number (hereinafter defined)
of fully paid and nonassessable shares of Company’s Common Stock (the “Stock”) for cash, at a purchase
price per share hereinafter determined (the “Stock Purchase Price”). Holder may also exercise this Warrant on
a cashless or “net issuance” basis under certain circumstances as described in Section 1(b) below, and this Warrant
shall be deemed to have been exercised in full on such basis on the Expiration Date (hereinafter defined), to the extent not fully
exercised prior to such date. This Warrant is issued in connection with that certain Placement Agent Agreement dated May 1, 2014
(“Agreement”) between Company and the Holder, as Placement Agent or Placement Agent’s assignee, entered
into for the purpose of facilitating that certain loan transaction among the Company, Venture Lending & Leasing VI, LLC, a
Delaware limited liability company, and Venture Lending & Leasing VII, LLC, a Delaware limited liability company, as lenders
(collectively, the “Lenders”), which has been implemented in accordance with the Loan and Security Agreement
and Supplement thereto, both dated as of May 30, 2014 (as the same may be amended, restated, supplemented or modified from time
to time, the “Loan Agreement” and the “Supplement,” respectively). Capitalized terms used
herein and not otherwise defined in this Warrant shall have the meanings ascribed to them in the Loan Agreement and the Supplement,
unless the context would otherwise require.


The “Applicable
Number” of shares of Stock purchasable hereunder shall be ______________________________, subject to adjustment as provided
in the Agreement, the Loan Agreement and the Supplement. The Stock Purchase Price shall be equal to the lower of (1) $0.31 or (2)
the 90-day VWAP closing price of Company’s Stock ending on the date which is ninety (90) after the date of issuance of this
Warrant. If in any case the Applicable Number includes a fraction, the fraction shall be adjusted down to the closest integral
number. In addition, Holder also shall be entitled to receive (as calculated in relation to the Coverage Amount) any options, warrants,
or other convertible securities or similar consideration issued or delivered to investors who purchased Company’s Stock in
connection with any sales thereof.


As soon as reasonably
practicable after the occurrence or non-occurrence of the latest event or condition necessary to determine (i) the Applicable Number
of shares of Company’s Stock issuable upon exercise of this Warrant or (ii) the Stock Purchase Price, Company shall deliver
a supplement to this Warrant (subsequent to a request by Holder therefor), in substantially the form of Exhibit “A”
attached hereto, specifying the total number of shares of Stock issuable hereunder after giving effect to the calculations set
forth in the Agreement, and otherwise completed with such quantity and price terms and other information as have been determined
as a result of the occurrence or non-occurrence of such events or conditions. The provisions of such supplement, once completed
and executed, shall control the interpretation and exercise of this Warrant; provided, however, that the failure of Company
to deliver such supplement shall not affect the rights of Holder to receive the number and type of shares of Stock as set forth
herein.


Notwithstanding
anything to the contrary in the preceding paragraphs, if after the date of issuance of this Warrant Company consummates any Equity
Financing Transaction (hereinafter defined) then Holder may elect to surrender this Warrant and receive in exchange therefor (in
lieu of all rights to purchase the shares of Stock represented by this Warrant), all of the same consideration, securities, instruments
and rights (collectively, “Securities”) that Holder would have received had it participated as an investor in
such Equity Financing and purchased such Securities for a notional amount equal to the Coverage Amount. For avoidance of doubt,
Company acknowledges and agrees that Holder shall not be required to make any payment (cash or otherwise) for such Securities as
consideration for their issuance pursuant to the terms of the preceding sentence. “Equity Financing Transaction”
means each and every round of equity financing which occurs at any time after the date of issuance of this Warrant and during the
time period in which the Lenders’ Loans are outstanding.


This Warrant may
be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on February 1, 2025 (the “Expiration
Date”), upon surrender to Company at its principal office at 15210 North Scottsdale Road, Suite 280, Scottsdale, AZ 85254
(or at such other location as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription
attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number
of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price
and the number of shares purchasable hereunder are subject to further adjustment as provided in Section 4 of this Warrant.


This Warrant is subject to the following
terms and conditions:


1.Exercise; Issuance of
Certificates; Payment for Shares.


(a)Unless
an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at any
time or from time to time, on or before the Expiration Date for all or any portion of the shares of Stock (but not for a fraction
of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. Company
agrees that the shares of Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner
of such shares as of the close of business on the date on which the Form of Subscription attached hereto shall have been delivered
and payment made for such shares. Subject to the provisions of Section 2, certificates for the shares of Stock so purchased, together
with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by Company,
at Company’s expense, within a reasonable time after the rights represented by this Warrant have been so exercised. Except
as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this
Warrant, Company shall cancel this Warrant and execute and deliver a new warrant or warrants of like tenor for the balance of the
shares purchasable under this Warrant surrendered upon such purchase to Holder within a reasonable time. Each stock certificate
so delivered shall be in such denominations of Stock as may be requested by Holder and shall be registered in the name of Holder
or such other name as shall be designated by Holder, subject to the limitations contained in Section 2.


(b)Holder,
in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may
elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that
number of shares of Stock computed using the following formula:


 





	X =	Y(A
    - B)
	 	A




 





Where:X=the
number of shares of Stock to be issued to Holder.


Y=the
number of shares of Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such
lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).


A=the
Per Share Price (as defined in Section 1(c) below) of one (1) share of Stock at the time the net issuance election under this
Section 1(b) is made.


B=the
Stock Purchase Price then in effect.


Election to exercise
under this Section 1(b) may be made by delivering a signed form of subscription to Company via facsimile, to be followed by delivery
of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last
business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Stock purchasable
hereunder, then effective as 9:00 a.m. (Pacific Standard Time) on the Expiration Date, Holder shall be deemed, automatically and
without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section
1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Stock computed using the above formula,
provided that the application of such formula as of the Expiration Date yields a positive number for “X”.


(c)For purposes of Section
1(b), “Per Share Price” means:


(i)If Company’s Stock is
traded on a securities exchange or actively traded over-the-counter:


(1)If Company’s Stock is
traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s Stock as quoted
on any exchange, as published on Yahoo! Finance (or a successor thereto or equivalent publisher) for the trading day immediately
prior to the date of Holder’s election hereunder.


(2) If Company’s Stock
is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable,
of Company’s Stock for the trading day immediately prior to the date of the Holder’s election hereunder.


(ii)If (i) is not applicable,
the Per Share Price shall be determined in good faith by the Board of Directors of Company based on relevant facts and circumstances
at the time of the net exercise under Section 1(b), including in the case of a Change of Control (as defined in Section 4.3(a)
hereof), the consideration receivable by the holders of the Stock in such Change of Control and the liquidation preference (including
any declared but unpaid dividends), if any, then applicable to the Stock.


2.Limitation on Transfer.


(a)This Warrant
and the Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to
ensure compliance with the provisions of the Securities Act. Each holder of this Warrant or the Stock issuable hereunder will cause
any proposed transferee of the Warrant or Stock to agree to take and hold such securities subject to the provisions and upon the
conditions specified in this Section 2.


(b)Subject
to subsection (d) of this Section 2, this Warrant and the Stock may be transferred to any individual who is a partner, officer
or other representative of the Placement Agent, provided that such transferee agrees that the representations set forth in Section
17 are true as to him or her. The Warrant may be divided or combined, upon request to Company by Holder, into a certificate or
certificates evidencing the same aggregate number of Warrants.


(c)Each certificate
representing (i) this Warrant, (ii) the Stock and (iii) any other securities issued in respect of the Stock upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of
this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise
imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities
laws):


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


(d)Holder
and each person to whom this Warrant is subsequently transferred represents and warrants to Company (by acceptance of such transfer)
that it will not transfer this Warrant or securities issuable upon exercise hereof, except pursuant to (i) an effective registration
statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating
to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for Company, that an exemption
from such registration is available.


3.Shares to be Fully Paid;
Reservation of Shares. Company covenants and agrees that all shares of Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from
all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Company further
covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, Company will
at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of authorized but unissued Stock, or other securities and property, when and as
required to provide for the exercise of the rights represented by this Warrant. Company will take all such action as may be necessary
to assure that such shares of Stock may be issued as provided herein without violation of any applicable law or regulation, or
of any requirements of any domestic securities exchange upon which the Stock may be listed. Company will not take any action which
would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares
of Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Stock then outstanding
and all shares of Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding,
would exceed the total number of shares of Stock then authorized by Company’s Articles of Incorporation, as amended and restated
from time to time (the “Charter”), or (ii) if the par value per share of the Stock would exceed the Stock Purchase
Price.


4.Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section
4. Upon each adjustment of the Stock Purchase Price, Holder shall thereafter be entitled to purchase, at the Stock Purchase Price
resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Stock Purchase Price resulting from such adjustment.


4.1Subdivision
or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Stock into a greater number
of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely,
in case the outstanding shares of Stock of Company shall be combined into a smaller number of shares, the Stock Purchase Price
in effect immediately prior to such combination shall be proportionately increased.


4.2Dividends
in Stock or Property, Reclassification. If at any time or from time to time the holders of Stock (or any shares of stock or
other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without
payment therefor,


(a)Stock,
or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into
or exchangeable for Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way
of dividend or other distribution,


(b)any cash
paid or payable otherwise than as a cash dividend, or


(c)Stock or
other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination
of shares or similar corporate rearrangement, (other than shares of Stock issued as a stock split, adjustments in respect of which
shall be covered by the terms of Section 4.1 above),


then and in each such
case, Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Stock
receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and
property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such
exercise had it been the holder of record of such Stock as of the date on which holders of Stock received or became entitled to
receive such shares and/or all other additional stock and other securities and property.


4.3Change of
Control. In the event of a Change of Control (as hereinafter defined), this Warrant
shall be automatically exchanged for a number of shares of Company’s securities, such number of shares being equal to the
maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had
Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control and purchased all such shares
pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision set forth
in Section 1(b)). Company acknowledges and agrees that Holder shall not be required to make any payment (cash or otherwise) for
such shares as consideration for their issuance pursuant to the terms of the preceding sentence.
“Change of Control” shall mean any sale, license or other disposition of all or substantially all of
the assets of Company, or any reorganization, privatization, consolidation, merger or other transaction involving Company where
the holders of Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities
of the surviving entity after the transaction. This Warrant shall terminate upon Holder’s receipt of the number of shares
of Company’s equity securities described in this Section 4.3.


4.4“Pay-to-Play”
Exemption. In the event that the Charter provides, or is amended to so provide, for the amendment or modification of the rights,
preferences or privileges of the shares of Stock issuable upon the exercise of this Warrant, or the reclassification, conversion
or exchange of the outstanding shares of such Stock, in the event that a holder of shares thereof fails to participate in an equity
financing or debt financing transaction (as applicable, a “Pay-to-Play Provision”), and in the event that such
Pay-to-Play Provision becomes operative in a transaction occurring after the date hereof, this Warrant shall automatically and
without any action required become exercisable for that type of shares of equity securities as would have been issued or exchanged,
or would have remained outstanding, in respect of the shares of Stock issuable hereunder had this Warrant been exercised in full
prior to such event (and for that number of shares of equity securities as would have been issued or exchanged, or would have remained
outstanding, in respect of the shares of Stock issuable hereunder had this Warrant been exercised in full prior to such event,
if applicable), and had Holder participated in the equity or debt financing to the maximum extent permitted.


4.5Notice of Adjustment.
Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise
of this Warrant Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder
of this Warrant at the address of such holder as shown on the books of Company. The notice, which may be substantially in the form
of Exhibit “A” attached hereto, shall be signed by Company’s chief financial officer and shall state the
Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at
such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.


4.6Other
Notices. If at any time:


(a)Company
shall declare any cash dividend upon its Stock;


(b)Company
shall declare any dividend upon its Stock payable in stock or make any special dividend or other distribution to the holders of
its Stock;


(c)Company
shall offer for subscription pro rata to the holders of its Stock any additional shares of stock of any class or other rights;


(d)there shall
be any capital reorganization or reclassification of the capital stock of Company, or consolidation or merger of Company with,
or sale of all or substantially all of its assets to, another entity;


(e)there shall
be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or


(f)Company
shall take or propose to take any other action, notice of which is actually provided to holders of the Stock;


then, in any one or more of said cases,
Company shall give, by first class mail, postage prepaid, addressed to Holder of this Warrant at the address of such Holder as
shown on the books of Company, (i) at least 20 days’ prior written notice of the date on which the books of Company shall
close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action
and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up,
or other action, at least 20 days’ written notice of the date when the same shall take place. Any notice given in accordance
with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date
on which the holders of Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also
specify the date on which the holders of Stock shall be entitled to exchange their Stock for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action
as the case may be.


4.7Certain
Events. If any change in the outstanding Stock of Company or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance
with the essential intent and principles of such provisions, then the Board of Directors of Company shall make in good faith an
adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such
provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment
shall be such as will give Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class
and kind of shares as Holder would have owned had this Warrant been exercised prior to the event and had Holder continued to hold
such shares until after the event requiring adjustment.


5.Issue
Tax. The issuance of certificates for shares of Stock upon the exercise of this Warrant shall be made without charge to Holder
of this Warrant for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of
the then Holder of this Warrant being exercised.


6.Closing
of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Stock issued
or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.


7.No Voting
or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder
hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of
Company or any other matters or any rights whatsoever as a stockholder of Company. No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by Holder to purchase
shares of Stock, and no mere enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability
of such Holder for the Stock Purchase Price or as a stockholder of Company, whether such liability is asserted by Company or by
its creditors.


8.Intentionally Omitted.


9.Registration
Rights. Holder shall be entitled, with respect to the shares of Stock issuable upon exercise hereof or other securities issued
upon conversion of such Stock, as the case may be, to all of the registration rights set forth in the Registration Rights Agreement
dated various dates between November 2013 and April 2014 (corresponding to serial closings) in connection with a private placement
of equity securities (as amended from time to time, the “Rights Agreement”), to the same extent and on the same
terms and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) Holder will
be subject to the same provisions regarding indemnification as contained in the Rights Agreement; and (ii) the registration rights
are freely assignable by Holder of this Warrant in connection with a permitted transfer of this Warrant or the shares issuable
upon exercise hereof. Company shall take such action as may be reasonably necessary to assure that the granting of such registration
rights to Holder does not violate the provisions of the Rights Agreement or any of Company’s charter documents or rights
of prior grantees of registration rights.


10.Rights and Obligations
Survive Exercise of Warrant. The rights and obligations of Company, of Holder of this Warrant and of the holder of shares of
Stock issued upon exercise of this Warrant, contained in Sections 6, 9, 18.6 and 19 shall survive the exercise of this Warrant.


11.Modification and Waiver.
This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed
by the party against which enforcement of the same is sought.


12.Notices. Any notice,
request or other document required or permitted to be given or delivered to Holder or Company shall be deemed to have been given
(i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by facsimile or (iii) three business
days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown
on the books of Company or to Company at the address indicated therefor in the introductory paragraphs of this Warrant.


13.Binding
Effect on Successors. All of the obligations of Company relating to the Stock issuable upon the exercise of this Warrant shall
survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall inure to the benefit
of the permitted successors and assigns of Holder hereof.


14.Descriptive Headings and
Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights
of the parties shall be governed by, the laws of the State of California.


15.Lost
Warrants or Stock Certificates. Company represents and warrants to Holder hereof that upon receipt of evidence reasonably satisfactory
to Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


16.Fractional Shares.
No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional share, pay
the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.


17.Representations
of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:


17.1Experience.
It is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; it understands that
investment in this Warrant involves substantial risks; it has made detailed inquiries concerning Company, its business and services,
its officers and its personnel; the officers of Company have made available to Holder any and all written information it has requested;
the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has
relied upon information made available to it by Company; and it has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in Company and it is able to bear the economic risk of that
investment.


17.2Investment.
It is acquiring this Warrant for investment for its own account and not with a view to, or for resale in connection with, any distribution
thereof. It understands that this Warrant and the shares of Stock issuable upon exercise hereof have not been registered under
the Securities Act, nor qualified under applicable state securities laws.


17.3Rule
144. It acknowledges that this Warrant and the Stock must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule
144 promulgated under the Securities Act.


17.4Access
to Data. It has had an opportunity to discuss Company’s business, management and financial affairs with Company’s
management and has had the opportunity to inspect Company’s facilities.


17.5Accredited
Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.


18.Additional Representations
and Covenants of Company. Company hereby represents, warrants and agrees as follows:


18.1Corporate
Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform
its obligations hereunder.


18.2Authorization.
All corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery
and performance by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable
against Company in accordance with its terms.


18.3Offering. Subject
to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this
Warrant by Company to Holder is, and the issuance of Stock to Holder upon exercise of this Warrant will be, exempt from the registration
requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws;
and neither Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.


18.4Listing;
Stock Issuance. Company shall secure and maintain the listing of the Stock issuable upon exercise of this Warrant upon each
securities exchange or over-the-counter market upon which securities of the same class or series issued by Company are listed.
Upon exercise of this Warrant, Company will use its best efforts to cause stock certificates representing the shares of Stock purchased
pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.


18.5Charter
Documents. Company has provided Holder with true and complete copies of Company’s Charter and every other charter document
setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date
of issuance of this Warrant.


18.6Financial
and Other Reports. From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company
shall furnish to Holder (i) upon delivery to Company’s Board of Directors, as of the close of each fiscal year of Company,
an audited balance sheet and statement of changes in financial position at and as of the end of such fiscal year, together with
an audited statement of income for such fiscal year; and (ii) within 45 days after the close of each fiscal quarter of Company,
an unaudited balance sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement
of income for such quarter and a capitalization table. In addition, Company agrees to provide Holder at any time and from time
to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting
and reporting requirements applicable to Holder. Notwithstanding the foregoing, Company shall not be required to furnish to Holder
the financial information described in this Section 18.6 in the event such financial information has been filed with the SEC via
EDGAR.


19.Right
to Purchase Securities in Future Financings. In connection with any equity or convertible debt securities that Company
may from time to time propose to offer or sell after the date of issuance of this Warrant, Company hereby grants to Holder the
right to invest up to such amount of cash as is required to enable Holder to purchase that number of any equity or convertible
debt securities as will enable Holder to own or acquire immediately after completion of such offering the same percentage of the
securities of Company (on a fully diluted basis) as Holder owned and/or had the right to purchase (including under this Warrant,
under any other warrant instrument held by Holder or any affiliate of Holder or otherwise with respect to any securities owned
by Holder or any affiliate of Holder) immediately prior to commencement of such offering. Holder shall not have any obligation
to purchase Company’s securities in any such future sale(s). In the event Holder exercises its purchase right set forth hereunder,
Holder shall not have any obligation to purchase such securities, except pursuant to those definitive purchase documents executed
by other purchasers in connection with the applicable offering. For avoidance of doubt, the right granted herein shall apply to
all future sales of Company’s equity and convertible debt securities consummated by Company after the date hereof. The
right to purchase securities in future sales by Company thereof described in this Section
19 shall survive the payment and satisfaction of all of Company’s Obligations to the Lenders, notwithstanding anything to
the contrary set forth in any other Loan Document executed or delivered by Company or Lenders after the date hereof. Holder shall
be entitled to apportion the rights hereby granted to it among itself and any affiliate of Holder in such proportions as Holder
deems appropriate.


 


[Remainder of this
page intentionally left blank; signature page follows]




    	 



    	 



    

[Signature page to Warrant]


 


IN WITNESS WHEREOF, Company has caused
this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page
hereof.


 


DIGITAL CADDIES, INC.


 


By:


Name:     Brad Nightingale


Title:       Chief Executive Officer


 




    	 



    	 



    

 


FORM OF SUBSCRIPTION


(To be signed only upon exercise of Warrant)


To:_____________________________


 


		ÿ	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below ________________
(_____) shares (the “Shares”) of Stock of __________ and herewith makes payment of _____________ Dollars ($________)
therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, _________, whose address
is ___________.



		ÿ	The undersigned hereby elects to convert ______ percent (__%) of
the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.



The undersigned acknowledges that it
has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes
such representations and warranties to Company.


 


Dated_______________________


Holder:______________________


By:_________________________


Its:_________________________


 


(Address)


__________________________


__________________________


 


 


		(1)	Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial
exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional
Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may
be issuable upon exercise.







    	 



    	 



    

ASSIGNMENT


FOR VALUE RECEIVED, the undersigned,
the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant,
with respect to the number of shares of Stock covered thereby set forth herein below, unto:


 


Name of Assignee                                                            Address                                                                   No.
of Shares


 


 


 


 


 


 


 


 


 


 


Dated_______________________


Holder:______________________


By:_________________________


Its:_________________________




    	 



    	 



    

EXHIBIT “A”


[On letterhead of Company]


 


Reference is hereby
made to that certain Warrant dated May 30, 2014, issued by DIGITAL CADDIES, INC., an Oklahoma corporation (the “Company”),
to ________________________________ (the “Holder”).


[IF APPLICABLE]
The Warrant provides that the actual number of shares of Company's capital stock issuable upon exercise of the Warrant and the
initial exercise price per share are to be determined by reference to one or more events or conditions subsequent to the issuance
of the Warrant. Such events or conditions have now occurred or lapsed, and Company wishes to confirm the actual number of shares
issuable and the initial exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this
reference, and shall control the interpretation and exercise of the Warrant.


[IF APPLICABLE]
Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].


This certifies that
Holder is entitled to purchase from Company __________________________ (____________) fully paid and nonassessable shares of Company's
Common Stock at a price of _________________________ Dollars ($__________) per share (the “Stock Purchase Price”).
The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section
4 of the Warrant.


 


Executed this ___ day of ________________,
20_____.


 


 


DIGITAL CADDIES, INC.


 


By: ______________________________


Name: ____________________________


Title: _____________________________