Exhibit 10.5


 





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


 


	
         

        $250,000.00
	
        State of Utah

        June 6, 2014



 


BUYER NOTE #3


 


FOR
VALUE RECEIVED, Chicago Venture Partners, L.P., a Utah limited partnership (the “Borrower”),
hereby promises to pay to Cabinet Grow, Inc., a Nevada corporation (the “Lender,”
and together with the Borrower, the “Parties”), the principal sum of $250,000.00 together with all accrued and
unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Buyer Note #3 (this “Note”).
This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between the
Borrower and the Lender (as the same may be amended from time to time, the “Purchase Agreement”), pursuant to
which the Lender issued to the Borrower that certain Secured Convertible Promissory Note in the principal amount of $1,657,500.00
(as the same may be amended from time to time, the “Lender Note”) convertible into shares of the Lender’s
Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement.


1.
Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other
fees under this Note at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid.
Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision
to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under
applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any,
under this Note, shall be due and payable on the date that is thirty (30) months from the date of this Note (the “Maturity
Date”).


2. Payment.
Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Maturity Date. All payments
of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available
funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter
to principal. Payment of principal and interest hereunder shall be delivered to the Lender at the address furnished to the Borrower
for that purpose.


3. Prepayment
by the Borrower. The Borrower may, with Lender’s consent, pay, without penalty, all or any portion of the outstanding
balance along with any accrued but unpaid interest on this Note at any time prior to the Maturity Date.


4. Security;
Collateral. The Borrower may, in its sole discretion, designate collateral (the “Collateral”) as it deems
fit, as security for the Borrower’s obligations hereunder, which Collateral may be, but is not required to be, real property,
a letter of credit with a financial institution determined by the Borrower in its sole discretion, or pledged membership interests,
provided that the net fair market value of the Collateral (net of any outstanding monetary liens) shall not be less than the principal
balance of this Note as of the date of any such designation. Upon the Borrower’s designation of Collateral, each of the
Borrower and the Lender shall timely execute any and all documents necessary or advisable in order to properly grant a security
interest upon the Collateral in favor of the Lender.


5. Release.
The Lender covenants and agrees that in the event that this Note is secured by Collateral, the Lender shall timely execute
any and all documents necessary or advisable in order to release such security interest and Collateral to Borrower, or Borrower’s
designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days
following the date such Collateral is given as security for this Note, or such later date as determined in the sole discretion
of the Borrower (the “Release Date”). For avoidance of doubt, as of the date hereof, there is no collateral
securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note.


6. Right of
Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of
the occurrence of any Event of Default (as defined in the Lender Note) under the
Lender Note or any other note issued by the Lender in connection with the Purchase Agreement, (ii) the Borrower applies
a Default Effect (as defined in the Lender Note) under the
Lender Note, (iii) the Outstanding Balance is automatically increased to the Mandatory Default Amount under the Lender
Note, (iv) the Lender Note is accelerated for any reason, or (v) of a breach of any
material term, condition, representation, warranty, covenant or obligation of the Lender under any Transaction Document; the Borrower
shall be entitled to deduct and offset any amount owing by the Lender under the Lender Note
from any amount owed by the Borrower under this Note. In the event that the Borrower’s exercise of its offset rights
under this Section 6 results in the full satisfaction of the Borrower’s obligations under this Note, then the Lender shall
return this Note to the Borrower for cancellation or, in the event this Note has been lost, stolen or destroyed, the Lender shall
provide the Borrower with a lost note affidavit in a form reasonably acceptable to the Borrower.


7. Default. If
any of the events specified below shall occur (each, an “Event of Default”) the Lender may declare the
unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other
amounts owing hereunder immediately due and payable, by notice in writing to the Borrower. If any default, other than a
Payment Default (as defined below), is curable, then the default may be cured (and no Event of Default will have occurred) if
the Borrower, after receiving written notice from the Lender demanding cure of such default, either (a) cures the default
within fifteen (15) days of the receipt of such notice, or (b) if the cure requires more than fifteen (15) days, immediately
initiates steps that the Lender deems in the Lender’s reasonable discretion to be sufficient to cure the default and
thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical. Each of the following events shall constitute an Event of Default:


7.1. Failure to
Pay. The Borrower’s failure to make any payment when due and payable under this Note (a “Payment Default”);


7.2. Breaches
of Covenants. The Borrower’s failure to observe or perform any other covenant, obligation, condition or agreement contained
in this Note;


7.3. Representations
and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished
by or on behalf of the Borrower to the Lender in writing in connection with this Note or any of the other Transaction Documents,
or as an inducement to the Lender to enter into the Purchase Agreement, shall be false, incorrect, incomplete or misleading in
any material respect when made or furnished; and


7.4. Involuntary
Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against the Borrower, and such
petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other
similar official is appointed to take possession of any of the assets or properties of the Borrower or any guarantor.


8. Binding Effect;
Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided,
however, that neither party shall assign any of its rights hereunder without the prior written consent of the other party,
except that the Borrower may assign this Note to any of its Affiliates without the prior written consent of the Lender and, furthermore,
the Lender agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note
by the Borrower.


9. Governing
Law; Venue. This Note shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts
to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws.


10. Purchase
Agreement; Arbitration of Disputes. By acceptance of this Note, each party agrees to be bound by the applicable terms, conditions
and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration
Provisions attached as an Exhibit to the Purchase Agreement.


11. Customer
Identification–USA Patriot Act Notice. The Lender hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Lender’s
policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies
the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender
to identify the Borrower in accordance with the Act.


12. Lawful Interest.
It being the intention of the Lender and the Borrower to comply with all applicable laws with regard to the interest charged
hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents,
no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges,
shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law
to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced
by this Note or by any extension or renewal hereof (“Excess Interest”). If any Excess Interest is provided
for, or is adjudicated to be provided for, in this Note or any of the other Transaction Documents, then in such event:


12.1. the
provisions of this Section 12 shall govern and control;


12.2. the
Borrower shall not be obligated to pay any Excess Interest;


12.3. any Excess
Interest that the Lender may have received hereunder shall, at the option of the Lender, be (i) applied as a credit against
the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount
permitted by law, or both, (ii) refunded to the Borrower, or (iii) any combination of the foregoing;


12.4. the
applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be
contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be
deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and


12.5. the
Borrower shall not have any action or remedy against the Lender for any damages whatsoever or any defense to enforcement of
this Note or arising out of the payment or collection of any Excess Interest.


13. Pronouns.
Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required
by the text.


14. Headings.
The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall
not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings
thereof.


15. Time of
Essence. Time is of the essence with this Note.


16. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective
of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


17. Attorneys’
Fees. If any action at law or in equity is necessary to enforce this Note or to collect payment under this Note, the Lender
shall be entitled to recover reasonable attorneys’ fees directly related to such enforcement or collection actions.


18. Amendments
and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment,
supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any
departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in
writing and signed by the Borrower and the Lender and (ii) only in the specific instance and for the specific purpose for which
made or given.


19. Notices.
Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.” Either Party may change the address
to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof
in the manner set forth in the Purchase Agreement.


20. Final Note.
This Note, together with the other Transaction Documents, contains the complete understanding and agreement of the Borrower
and the Lender and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations
of the Borrower and Lender with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER
TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[Remainder of page intentionally left blank]




    	 



    	 



    

IN WITNESS WHEREOF, the
Parties have executed this Note as of the date set forth above.


 


BORROWER:


 


Chicago
Venture Partners, L.P.


 


By: Chicago Ventures Management,
LLC, its General Partner


 


By: CVM, Inc., its Manager


 


By: _______________________________


     John M. Fife, President


 


 


 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


Cabinet
Grow, Inc.


 


By: ___________________________________


      Name: ______________________________


      Title: _______________________________