Warrant


Warrant
No. 


June
2013-___





 


Digital
 Caddies, 
Inc. 


(an
Oklahoma
Corporation)


 


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


 


[This
Warrant
Will
Be Void
After
5:00
P.M.
Pacific
Time
On
December 19, 2014


 


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”)
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 December 19,
2014, 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”).
Two Warrants
are exercisable
to purchase
1 Share
at a
price of
$0.20
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 December 19,
2014, 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.
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
10 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.
 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.


 


3.
 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.


 


4.
Call Provision. If the closing market price of the Company’s common
stock exceeds $0.40 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and
the like as set forth in Section 5) for each of 10 consecutive Trading Days (the “Measurement Period”), then the Company
may, at any time in its sole discretion, call for the exercise of this Warrant, in its entirety (“Call Right”). To
exercise the Call Right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice) indicating
that the provisions of this Section of the Warrant have been satisfied, and that the Holder accordingly must exercise all, or a
portion, of this Warrant prior to the Call Date, as defined below. Such Call Notice shall include language notifying Holder that
failure to comply with the Call Notice shall result in the forfeit and cancellation of any unexercised Shares granted to Holder
hereunder. If the conditions set forth above for such Call Notice are met and the Holder has not exercised all of the Shares exercisable
under this Warrant by delivering a Notice of Exercise and payment therefor to the Company within thirty Trading Days after the
date the Call Notice is received by the Holder (such date and time, the “Call Date”), then the Warrants for which a
Notice of Exercise shall not have been received by the Call Date will be cancelled at 5:00 p.m. (Pacific Standard Time) on the
Call Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to
the Shares subject to a Call Notice that are tendered through 5:00 p.m. (Pacific Standard Time) on the Call Date. Notwithstanding
anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this
Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1)
the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 5:00 p.m. (Pacific
Standard Time) on the Call Date, and (2) there is a sufficient number of authorized shares of Common Stock for issuance of all
Shares under this Warrant, and (3) the issuance of the Shares shall not cause a breach of any provision of 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.


 


6.
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.


 


7.
 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.


 


8.
 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.


 


9.
 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.


 


10.
 Reports
under
Exchange
Act.
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
are
understood
and defined
in


SEC
Rule
144;


 


(b)
file  with
 the
 SEC 
in  a 
timely
 manner
 all 
reports
 and
 other
 documents
 required
 of 
the


Company
under
the
Securities
Act
and
the
Securities
Exchange
Act
of 1934;
and,


 


(c)
 furnish
to any
Holder,
forthwith
upon request:
(i) a
written
statement
by the
Company
that
it has
complied
with Rule
144, the
Securities
Exchange
Act
of 1934;
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
in availing
any Holder
of any
rule
or regulation
of the
SEC that
permits
the selling
of any
such
securities
without
registration
or pursuant
to such
form.


 


11.
Governing
Law.
This
Warrant
shall
be construed
under
and
be governed
by the
laws
of the
state of


Oklahoma.


 


12.
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.


 


13.
 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.


 


14.
 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.


 


15.
 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.


16.
 Amendment.
 This
Warrant
may
be modified
or amended
or the
provisions
hereof
waived
with
the written
consent
of the
Company
and the
Holder.


 


17.
 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.


 


18.
 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.


 


19.
 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.


 


20.
Taxes.
The Company
will
pay
all taxes
in respect
of the
issue
of this
Warrant
or the
Shares
issuable
upon exercise
thereof.


 


DATED
this
16th
day
of June
2014.


 


Digital
Caddies,
Inc.


 


 


 


By:


 


           Brad
Nightingale,
CEO




    	 



    	 



    

NOTICE OF EXERCISE

(to be signed only upon exercise of Warrant)


 


TO:DIGITAL CADDIES, INC.


 


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 $____________________
therefore. 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.


DATED this
day of 20.


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: __________________