Warrant


Warrant No. 2014-__


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_


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 _______________, 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. 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. 
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. 
 OTC Pink.  The Company’s common stock is
quoted on the OTC Pink marketplace, and there has never been a public trading market for any of the Company’s other securities.
OTC Pink 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 OTC Pink marketplace, investors may find it more difficult to liquidate their investment in the Shares
on terms they would like. As an “OTC Pink” 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. Investors may find it difficult
to resell their shares in the Pink Sheets market, and therefore, investors may have to hold their Shares indefinitely.


9. 
Governing Law. This Warrant shall be construed under and be governed by the laws of
the state of Oklahoma.


10. 
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 Subscription
Agreement.


11. 
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.


12. 
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.


13. 
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.


14. 
Amendment. This Warrant may be modified or amended or the provisions hereof waived
with the written consent of the Company and the Holder.


15. 
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.


16. 
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.


17. 
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. 


18.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__________________________________201__.


 


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__________________________________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: __________________