Exhibit
“G”


 


 


AGREEMENT
OF STOCK CANCELLATION


 


THISSTOCKCANCELLATIONANDCONSULTINGAGREEMENT(the


“Agreement”)
is made
and entered
into as
of September 7,
2011, by and
between James
B. Frack,
of 414
SE Washington
Blvd., PMB 366, Bartlesville,
Oklahoma 74003
(the “Relinquishor”), and
Brad Nightingale,
President (“DCI”) on
behalf of Digital
Caddies, Inc., an
Oklahoma Corporation, and
by Digital Caddies, Inc.,
separately.


 


W I T N E
S S E T H:


 


 


WHEREAS,
the Relinquishor
is the
owner of
One Hundred
Thirty-Five Million (135,000,000)
authorized issued
common shares, copies
of which is
attached hereto as
Exhibit “A” (the “Stock”), of
Digital Caddies,
Inc. (the “Company”);


 


WHEREAS,
DCI seeks
the cancellation
of the
Stock issued
to James
B. Frack
and the
Relinquishor desires
to relinquish,
terminate and
cancel the
Stock upon
the terms
and conditions hereinafter
set forth; and


 


NOW,
THEREFORE, in
consideration of
the mutual
covenants and
agreements contained
herein, the parties
hereto, intending to
be legally bound, agree as follows:


 


1.           
Cancellation Price.
In exchange for the Cancellation of
Relinquishor’s Stock, DCI shall
pay to
the Relinquishor,
at the
Closing (as
hereinafter defined), the
sum of One
Hundred Sixty
Thousand Dollars
($160,000.00) (the
“Cancellation Price”).
The Cancellation
Price shall be
paid as follows,
to-wit:


 


a.      The
sum of Forty Thousand Dollars ($40,000.00) shall be released upon the execution of this Agreement.


 


b.      On
or before January 14, 2012, DCI shall pay the remaining balance of One Hundred Twenty Thousand Dollars ($120,000.00) to Relinquishor
as the final payment.



 


2.           
Cancellation of
Stock. The
parties expressly acknowledge
that the stock
will be deemed
to be
cancelled upon
the timely
payments as
set forth
in paragraph
1 above.
Time is
of the
essence with
respect to
these payments
and the
stock will
only be
cancelled upon
payment in full
when there
is no
event of
default. Upon
payment in full,
the Relinquishor shall,
by executing
a notice
of cancellation,
relinquish, terminate and
cancel the stock
as part of
the Cancellation Price
hereinabove set forth.




    	 



    	 



    

 


3.           
Proxy.Relinquishor
expressly
grants
his
proxy
to
vote
the
above
referred
to
stock for
all corporate matters
which do not
operate to the
detriment or
circumvention or
modification of
this Agreement
of Stock
Cancellation. In
the event
of default
under the
terms of this
Agreement, the
proxy granted
to Brad
Nightingale herein
shall be
immediately cancelled and
held for naught.


 


4.           
Default. In
the
event
of
default
by
DCI,
pursuant
to
the
payment
scheduled
set
forth
above,
Relinquishor
is
hereby
given
an
option to
convert this Agreement
into One Hundred
Fifty Million
150,000,000 restricted
common shares
of DCI.
the stock
of Relinquishor,
Likewise, DCI shall
not divest
itself, liquidate, or
otherwise transfer
ownership of
its subsidiaries, Digital
Caddies, Inc., a British
Columbia corporation, Digital
Caddies Canada,
Inc., an
Ontario Corporation,
and Digital Caddies
US, Inc., a Nevada
Corporation. Until the
Full Balance due
under this Agreement
is paid in
full to Relinquishor there
shall be no
corporate or Board
action by DCI
to issue, cancel, reverse, merge,
forward or reverse split, or otherwise
modify the Capital Structure, following
the completion of
the Share Exchange,
outside of the
issuance of common
shares under the terms of previously issued and outstanding warrants
and convertible debt of DCI. No further
Board action will
be required by
any of the
parties to this
Agreement other than
Relinquishor may, if DCI does not issued the relinquishor shares within
one (1)
business day,
provide a
copy of this
Agreement to
DCI’s transfer
agent and
cause the immediate
issuance of the shares to relinquishor.


 


5.           
Closing.
The Closing
of the transaction
described in
this Agreement
shall take place
on such
date as
mutually determined
by the
parties hereto
(the “Closing”),
which Closing
is expected
to be
on or
before January
14, 2012
unless extended
by mutual
consent of the
parties hereto.


 


6.           
Representation and
Warranties of
the Relinquishor.
The
Relinquishor
represents
and warrants
that:


 


(a)     Authority.This
Agreement
has
been
duly
authorized,
executed
and
delivered
by
the
Relinquishor
and
constitutes
a valid
and binding
obligation of
the Relinquishor
enforceable in
accordance with
its terms.
The execution,
delivery and
performance of this
Agreement by the
Relinquishor does
not and
will not
violate any
provision of
any law, regulation
or order, or
conflict with
or result
in the breach of, or constitute
a default under, any material agreement or instrument to which
the Relinquishor is
a party or by
which the Relinquishor
may be bound
or affected.




    	 



    	 



    

 


7.           
Entire  Agreement.This
Agreement constitutes
the complete understanding
between the parties
hereto with respect
to the subject
matter hereof, and
no alteration, amendment or
modification of any
of the
terms and
provisions hereof
shall be
valid unless
made pursuant
to an
instrument in
writing signed
by each
party. This
Agreement supersedes
and terminates any and
all prior agreements
or understandings between
the parties regarding
the subject matter hereof.


 


8.           
Fees and
Costs. The
Relinquishor
and
DCI
shall
each
bear
their
own
fees
and
costs
incurred in connection
with this Agreement.


 


9.           
Binding Effect.
This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto
and
their
respective
heirs,
personal
representatives, executors,
successors and assigns.


 


10.        
Governing Law.
This
Agreement
has
been
made
in
and
shall
be
construed
and
enforced
in accordance with
the laws of the State
of Oklahoma.


 


11.        
Jurisdiction and
Venue.
Any claim
or controversy arising
out of or
relating to the
interpretation, application or
enforcement of any
provision of this
Agreement, shall be submitted
for resolution
to a
court of
competent jurisdiction
in Oklahoma.
The parties
hereby consent to
personal jurisdiction and
venue in Oklahoma.


 


12.        
Construction and
Severability.
In
the
event
any
provision
in
this
Agreement
shall,
for
any
reason,
be
held
to
be
invalid
or
unenforceable,
this
Agreement
shall
be
construed as
though
it
did
not
contain
such
invalid
or
unenforceable
provision,
and
the
rights
and
obligations
of
the
parties
hereto
shall
continue
in
full
force
and
effect
and
shall
be construed and
enforced in accordance
with the remaining
provisions hereof.


 


13.        
Counterparts.This
Agreement
may
be
executed
in
one
or
more
counterparts,
each of
which shall be
deemed an original,
but all
of which
together shall constitute
one and the
same instrument.


 


14.        
Paragraph Headings.
The
paragraph
headings
contained
in
this
Agreement
are
for
convenience
only
and
shall
not
affect
in
any
manner
the
meaning
or
interpretation
of
this Agreement.


 


15.         Rule  of  Construction  Relating  to  Ambiguities.All
parties to this
Agreement acknowledge that they
have each carefully read
and reviewed this Agreement
with their respective counsel and/or other representative, and
therefore, agree that the
rule of construction that
ambiguities shall be construed
against the drafter of
the document shall not be
applicable.


 



    	 



    	 



    

 


  


IN
WITNESS WHEREOF,
the parties
hereto have
duly executed
this Agreement
as of
the day and
year first above
written.


 


 








 






    	 



    	 



    

 


  


IN
WITNESS WHEREOF,
the parties
hereto have
duly executed
this Agreement
as of
the day and
year first above
written.


 


 





 






    	 



    	 



    

 


  


IN
WITNESS WHEREOF,
the parties
hereto have
duly executed
this Agreement
as of
the day and
year first above
written.