Warrant


Warrant No. 2013-__


Digital
Caddies, Inc.


(an Oklahoma Corporation)


Warrant for the Purchase ofShares
of Common Stock, Par Value $0.001


[This Warrant Will Be Void After
5:00 P.M. Pacific Time On , 201_


These securities have not been registered
with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than
notice filing and fee provisions) of applicable state laws under the National Securities Markets Improvement Act of 1996.


THIS WARRANT (this
“Warrant”), effective as of ________________________ (the “Effective Date”), certifies that, for value
received, _________________or registered assigns (the “Holder” or “Holders”), is entitled, at any time
on or before 5:00 p.m. Pacific Standard Time on _______________, 201_, to subscribe for, purchase, and receive _________________
shares (the “Shares”) of fully paid and non-assessable common stock, par value $0.001 (the “Common Stock”)
of Digital Caddies, Inc., an Oklahoma Corporation (the “Company”). Each Warrant is exercisable to purchase 1 share
of Common Stock at a price of $0.40 per share (the “Exercise Price”). The number of Shares to be received on exercise
of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented
hereby are not exercised by 5:00 p.m. Pacific Standard Time on ______________, 201_, this Warrant shall automatically become void
and of no further force or effect, and all rights represented hereby shall cease and expire.


Subject to the
terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached
hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of
the Exercise Price in the manner described above, all subject to the terms hereof.


1. 
Exercise of Warrants. Subject to the cashless exercise provision set forth in section
2 of this Warrant, the Holder shall have the rights of a stockholder only with respect to Shares fully paid for by the Holder under
this Warrant. On the exercise of all or any portion of this Warrant in the manner provided above, the Holder exercising the same
shall be deemed to have become a Holder of record of the Shares as to which this Warrant is exercised for all purposes, and certificates
for the securities so purchased shall be delivered to the Holder within a reasonable time, but in no event longer than 3 days after
this Warrant shall have been exercised as set forth above. If this Warrant shall be exercised in respect to only a part of the
Shares covered hereby, the Holder shall be entitled to receive a similar Warrant of like tenor and date covering the number of
Shares with respect to which this Warrant shall not have been exercised.


 


2. 
Cashless Exercise. In the event the Company does not have an effective and current
registration statement covering the resale of the underlying Shares of Common Stock issuable to Holder upon exercise of this Warrant
as of the date of exercise, the Holder shall have the right to surrender this Warrant to the Company together with notice of cashless
election, in which event the Company shall issue Holder 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 Holder; Y = the number of shares of Common Stock
for which this Warrant is being exercised; A= the market price of the Common Stock; and B= the Exercise Price. For purposes of
Rule 144 and this section, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant
in a cashless exercise transaction shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended,
understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise
transaction shall be deemed to have commenced on the date this Warrant was issued.


 


3. 
Assignment of Warrants. In the event this Warrant is assigned in the manner provided
herein, the Company, upon request and upon surrender of this Warrant by the Holder at the principal office of the Company accompanied
by payment of all transfer taxes, if any, payable in connection therewith, shall transfer this Warrant on the books of the Company.
If the assignment is in whole, the Company shall execute and deliver a new Warrant or Warrants of like tenor to this Warrant to
the appropriate assignee expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder; and if
the assignment is in part, the Company shall execute and deliver to the appropriate assignee a new Warrant or Warrants of like
tenor expressly evidencing the right to purchase the portion of the aggregate number of Shares as shall be contemplated by any
such agreement, and shall concurrently execute and deliver to the Holder a new Warrant of like tenor to this Warrant evidencing
the right to purchase the remaining portion of the Shares purchasable hereunder that have not been transferred to the assignee.



 


4. 
Fully Paid Shares. The Company covenants and agrees that the Shares that may be issued
on the exercise of this Warrant will, on issuance pursuant to the terms of this Warrant, be fully paid and non-assessable, free
from all taxes, liens, and charges with respect to the issue thereof, and not issued in violation of the preemptive or similar
right of any other person. The Company further covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will have authorized and reserved a sufficient number of Shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.


 


5. 
Adjustment of Exercise Price and Number of Shares.


 


 


(a) Adjustment
of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price
shall be adjusted appropriately from time to time as follows:


(i) 
In the event the Company shall declare a dividend or make any other distribution on any capital
stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or
shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into
a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the
Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it
would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been
exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant
to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date
for such event.


(ii)  No
adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or
decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided,
however, that any adjustments that by reason of this subsection (a) are not required
to be made shall be carried forward and taken into account in any subsequent adjustment.


(iii) 
Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as
herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to
such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant
immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter.


(iv) 
Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise
Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage
prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of
directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price
of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the
computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence
of the correctness of adjustment.


(v) 
All such adjustments shall be made by the board of directors of the Company, which shall be
binding on the Holder in the absence of demonstrable error.




    	 



    	 



    

(b)No Adjustment in Certain Cases. No
adjustments shall be made in connection with:


(i) 
the issuance of any Shares on the exercise of this Warrant;


(ii) 
the conversion of shares of Preferred Stock;


(iii) 
the exercise or conversion of any rights, options, warrants, or convertible securities containing
the right to purchase or acquire Common Stock;


(iv) 
the issuance of additional Shares or other securities on account of the anti-dilution provisions
contained in or relating to this Warrant or any other option, warrant, or right to acquire Common Stock;


(v) 
the purchase or other acquisition by the Company of any shares of Common Stock, evidences
of its indebtedness or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or
purchase Common Stock; or


(vi) 
the sale or issuance by the Company of any shares of Common Stock, evidences of its indebtedness
or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock
or other securities pursuant to options, warrants, or other rights to acquire Common Stock or other securities.


5.Notice of Certain Events. In the event
of:


(a) 
any taking by the Company of a record of the holders of any class of securities of the Company
for the purpose of determining the holders thereof who are entitled to receive any dividends or other distribution, or any right
to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive
any other rights;


(b) 
any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company,
or any transfer of all or substantially all of the assets of the Company to any other person, or any consolidation, share exchange,
or merger involving the Company; or


(c) 
any voluntary or involuntary dissolution, liquidation, or winding up of the Company,


the
Company will mail to the Holder(s) of this Warrant, at least 20 days prior to the earliest date specified therein, a notice specifying
the date on which any such record is to be taken for the purpose of such dividend, distribution, or right; the amount and character
of such dividend, distribution, or right; or the date on which any such reorganization, reclassification, transfer, consolidation,
share exchange, merger, dissolution, liquidation, or winding up of the Company will occur and the terms and conditions of such
transaction or event.


6. Limitation
of Transfer. Subject to the restrictions set forth in paragraph 7 hereof, this Warrant is transferable at the offices of the
Company. On such transfer, every Holder hereof agrees that the Company may deem and treat the registered Holder(s) of this Warrant
as the true and lawful owner(s) thereof for all purposes, and the Company shall not be affected by any notice to the contrary.


7. Disposition
of Warrants or Shares. Each registered owner of this Warrant, by acceptance hereof, agrees for itself and any subsequent owner(s)
that, before any disposition is made of any Warrants or Shares of Common Stock, the owner(s) shall give written notice to the Company
describing briefly the manner of any such proposed disposition. No such disposition shall be made unless and until:


(a) the
Company has received written assurances from the proposed transferee confirming a factual basis for relying on exemptions from
registration under applicable federal and state securities laws for such transfer or an opinion from counsel for the Holder(s)
of the Warrants or Shares stating that no registration under the Securities Act or applicable state
statute is required with respect to such disposition; or




    	 



    	 



    




(b) a
registration statement under the Securities Act has been filed by the Company and declared effective by the SEC covering such proposed
disposition and the disposition has been registered or qualified, or is exempt therefrom, under the state having jurisdiction over
such disposition.


8. 
 Restricted Securities: Registration of Securities. The Holder acknowledges that this
Warrant is, and that the Shares issuable on exercise hereof will be, “restricted securities” as that term is defined
in Rule 144 promulgated under the Securities Act. Accordingly, this Warrant must be taken for investment and held indefinitely.
Likewise, any Shares issued on exercise of this Warrant must be taken for investment and held indefinitely and may not be resold
unless such resale is registered under the Securities Act and/or comparable state securities laws or unless an exemption from such
registration is available. A legend to the foregoing effect shall be placed conspicuously on the face of all certificates for Shares
issuable on exercise of this Warrant. 


9. 
 Reports Filed with the OTC.  The Company’s
common stock is quoted on the OTC Pink Sheets, and there has never been a public trading market for any of the Company’s
other securities. Pink Sheets stocks often lack liquidity and are often thinly traded, which can make them volatile. As long as
the Company’s stock remains traded in the Pink Sheets, investors may find it more difficult to liquidate their investment
in the Shares on terms they would like, whether pursuant to Rule 144, once it is available, or upon registration of the Shares
for resale, in the event the SEC declares effective a resale registration statement covering the Shares. As a “Pink Sheets”
company, the Company is not required to provide the depth or quality of information that is required of registered companies that
have securities trading on exchanges. In addition to requiring a one year holding period, Rule 144 requires certain current public
information be available in order to take advantage of the safe harbor of Rule 144. There is no assurance that such information
will always be available and therefore, that investors will be able to rely upon Rule 144, even after the requisite holding period
of one year has passed. We also cannot we guarantee that we will be able to obtain registration for the resale of the Shares in
a timely manner that suits our investors’ needs or investment strategies, although we have committed to use our best efforts
to effect such registration. Even if Rule 144 or an effective registration statement is available, investors may find it difficult
to resell their shares in the Pink Sheets market, and therefore, investors may have to hold their Shares indefinitely. With a view
to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation
of the SEC that may at any time permit a Holder to sell the Shares issuable on exercise of this Warrant, the Company shall, until
such Shares may be resold pursuant to the provisions of Rule 144 or any similar provision:


(a) 
make and keep public information available as those terms as required of the Company to be
listed on the OTC Pink Sheets;


(b) 
file with the OTC in a timely manner all reports and other documents as required of the Company
to be listed on the OTC Pink Sheets; and,


(c) 
furnish to any Holder, forthwith upon request: (i) a written statement by the Company that
it has complied with the public information requirements necessary to be listed on the OTC Pink Sheets; and (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such
other information as may be reasonably requested.


10. 
Governing Law. This Warrant shall be construed under and be governed by the laws
of the state of Oklahoma.


11. 
Notices.  Any notice, request or other document required or permitted to be
given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.


12. 
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers
or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and
knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company
shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto
or in otherwise enforcing any of its rights, powers or remedies hereunder.


13. 
Remedies. Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this
Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


14. 
Successors and Assigns. Subject to applicable securities laws, this Warrant and the
rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders of
this Warrant from the Initial Exercise Date through the Termination Date, and shall be enforceable by any such Holder or holder
of Warrant Shares.


15. 
Amendment. This Warrant may be modified or amended or the provisions hereof waived
with the written consent of the Company and the Holder.


16. 
Severability. Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provisions or the remaining provisions of this Warrant.


17. 
Headings. The headings used in this Warrant are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.


18. 
Loss, Theft, Destruction, or Mutilation. Upon receipt by the Company of reasonable
evidence of the ownership of and the loss, theft, destruction, or mutilation of this Warrant, the Company will execute and deliver,
in lieu thereof, a new Warrant of like tenor. 


19.Taxes. The Company will
pay all taxes in respect of the issue of this Warrant or the Shares issuable upon exercise thereof.


 


DATED this______________ day of__________________________________2014.


EFFECTIVE AS OF, ______________ day
of__________________________________2014.


 


Digital Caddies, Inc.


 


 


By:   _____________________________________


Brad Nightingale, CEO




    	 



    	 



    

NOTICE OF EXERCISE


(to be signed only upon exercise of Warrant)


 


To:    DIGITAL
CADDIES, INC.


15210 N. Scottsdale Rd., Suite 250


Scottsdale, AZ 85254


Tel: (480) 626-2423


 


(1) 
The undersigned, the owner of the attached Warrant, hereby irrevocable elects to exercise
the purchase rights represented by the Warrant for, and to purchase thereunder, ____________________shares of Common Stock of Digital
Caddies, Inc., and herewith makes payment of $____________________ of the exercise price in full, together with all applicable
transfer taxes, if any. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions
set forth below and, if the Warrant is being exercised with respect to less than all of the Shares to which it pertains, prepare
and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant. 


(2) 
Payment shall take the form of (check applicable box):


☐ in lawful money of the United
States; or


☐ if permitted, the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in section 2, to exercise this Warrant
with respect to the number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in section 2.


(3) 
Please issue said Shares in the name of the undersigned or in such other
name as is specified as follows: _________________________________________________________


 


SIGNATURE


 


 


DATED this______________ day of__________________________________201_.


Signature:_________________________________________________________________________________


 


Signature Guaranteed:________________________________________________________________________


INSTRUCTIONS FOR REGISTRATION OF STOCK


 


	Name:	_______________________________________________
	 	 
	Please Type or Print Address:	_______________________________________________
	 	_______________________________________________
	 	_______________________________________________



 


 


NOTICE: The signature to the form of
purchase must correspond with the name as written upon the face of the attached Warrant in every particular without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.


 




    	 



    	 



    

ASSIGNMENT FORM


 


 


(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to 


	Name:	________________________________________
	 	(Please
    Print)
	Address:	________________________________________
	 	(Please Print)
	Dated: _______________ __, ______	 
	Holder’s
Signature: _________________	 
	Holder’s
Address: __________________