0001554795-14-000466 Sample Contracts

Contract
Cabinet Grow, Inc. • July 31st, 2014 • Utah

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CABINET GROW, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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Contract
Cabinet Grow, Inc. • July 31st, 2014 • Utah

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.

CABINET GROW, INC. CLASS A PREFERRED STOCK PURCHASE AGREEMENT
Class a Preferred Stock Purchase Agreement • July 31st, 2014 • Cabinet Grow, Inc. • Nevada

This Class A Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 6, 2014 (the “Effective Date”), by and between Cabinet Grow, Inc., a Nevada corporation (the “Company”), and Sam May, an individual (the “Purchaser”).

PLEDGE AGREEMENT
Pledge Agreement • July 31st, 2014 • Cabinet Grow, Inc. • Utah

This Pledge Agreement (this “Agreement”) is entered into as of June 6, 2014, by and between Matt Lee, an individual (“Pledgor”), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns (“Lender”).

Contract
Agreement and Plan of Merger • July 31st, 2014 • Cabinet Grow, Inc.

AGREEMENT AND PLAN OF MERGER dated as of May 15, 2014, between Cabinet Grow, Inc., a Nevada Corporation (the “Surviving Entity”), and Cabinet Grow, Inc., a California Corporation (the “Merged Entity”).

AGREEMENT TO ASSIGN ASSETS
Agreement to Assign Assets • July 31st, 2014 • Cabinet Grow, Inc. • California

THIS AGREEMENT TO ASSIGN ASSETS (this “Agreement”) is entered into as of April 30, 2014 by and between CABINET GROW, INC., a California corporation (the “Corporation”) and MATT LEE, an individual (“Lee”).

Securities Purchase Agreement
Securities Purchase Agreement • July 31st, 2014 • Cabinet Grow, Inc. • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of June 6, 2014, is entered into by and between Cabinet Grow, Inc., a Nevada corporation (the “Company”), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns (“Buyer”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 31st, 2014 • Cabinet Grow, Inc.
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