Exhibit 4.6


 





SECURED
CONVERTIBLE PROMISSORY NOTE 





	Effective Date: June 6, 2014	U.S. $1,657,500.00







 


FOR VALUE RECEIVED,
Cabinet Grow, Inc., a Nevada corporation (“Borrower”), promises
to pay to Chicago Venture Partners, L.P., a Utah limited partnership, or its successors
or assigns (“Lender”), $1,657,500.00 and any interest, fees, charges and late fees on the date that is twenty-nine
(29) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in accordance with the terms
set forth herein and to pay interest on the Outstanding Balance (as defined below) (including all Tranches (as defined below),
both Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion
Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This
Secured Convertible Promissory Note (this “Note”) is issued and made effective as of June 6, 2014 (the “Effective
Date”). For purposes hereof, the “Outstanding Balance” of this Note means, as of any date of determination,
the Purchase Price (as defined below), as reduced or increased, as the case may be, pursuant to the terms hereof for redemption,
conversion or otherwise, plus any original issue discount (“OID”), the Carried Transaction Expense Amount (as
defined below), accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender,
transfer, stamp, issuance and similar taxes and fees related to Conversions (as defined below), and any other fees or charges (including
without limitation late charges) incurred under this Note. This Note is issued pursuant to that certain Securities Purchase Agreement
dated June 6, 2014, as the same may be amended from time to time (the “Purchase Agreement”), by and between
Borrower and Lender. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty
(30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. Certain capitalized
terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement. Certain other capitalized
terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


This Note carries
an OID of $150,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting
costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note, $2,500.00
of which amount was previously paid to Lender and $7,500.00 of which amount (the “Carried Transaction Expense Amount”)
is included in the initial principal balance of this Note. The purchase price for this Note and the Warrant (as defined in the
Purchase Agreement) (the “Purchase Price”), therefore, shall be $1,500,000.00, computed as follows: $1,657,500.00
original principal balance, less the OID, less the Carried Transaction Expense Amount. The Purchase Price shall be payable by delivery
to Borrower at Closing of the Secured Buyer Notes, the Buyer Notes, and a wire transfer of immediately available funds in the amount
of the Initial Cash Purchase Price. For purposes hereof, the term “Purchase Price Date” means the date the Initial
Cash Purchase Price is delivered by Lender to Borrower.


Notwithstanding
any other provision contained in this Note, the conversion by Lender of any portion of the Outstanding Balance shall only be exercisable
in five (5) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $557,500.00
and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction
Documents (as defined in the Purchase Agreement) (“Tranche #1”), and (ii) four (4) additional Tranches, each
in the amount of $275,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this
Note and the other Transaction Documents (each such additional Tranche, a “Subsequent Tranche”). Tranche #1
shall correspond to the Initial Cash Purchase Price, $50,000.00 of the OID and the Carried Transaction Expense Amount, and may
be converted on the date that is six (6) months from the Trading Date (as defined in the Purchase Agreement) or at any time thereafter.
The first Subsequent $25,000.00 the second Subsequent $25,000.00 $25,000.00 $25,000.00 date that is six (6) months from thedate
that is six (6) months from thethe date that is six (6) months from thecosts, fees or charges


1. Payment;
Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to
Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with
Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares
(as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose.
All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c)
accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not
received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the
applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective
Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5)
Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this
Section 1. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to
Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the
date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On
the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the
Optional Prepayment Amount (as defined below) to or upon the order of Lender as specified by Lender in writing to Borrower
not more than one (1) Trading Day prior to the Optional Prepayment Date. If Borrower exercises its right to prepay this Note,
Borrower shall make payment to Lender of an amount in cash (the “Optional Prepayment Amount”) equal to
125% multiplied by the then Outstanding Balance of this Note. If Borrower delivers an Optional Prepayment Notice and fails to
pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower
shall forever forfeit its right to prepay this Note pursuant to this Section. 


2. Security.
This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time
(the “Security Agreement”), executed by Borrower in favor of Lender encumbering all of Borrower’s
assets, including without limitation the Secured Buyer Notes and the Buyer Notes, as more specifically set forth in the
Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note. This
Note is further secured by certain Stock Pledge Agreements of even date herewith (the “Stock Pledge
Agreements”) made by each stockholder of Borrower (the “Stockholders”) in favor of Lender with
respect to all of such Stockholder’s shares of Class A Preferred Stock of Borrower, as more specifically set forth in
the Stock Pledge Agreements, all of the terms and conditions of which are hereby incorporated into and made a part of this
Note.


3. Lender
Optional Conversion.





3.1. Lender
Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion (as
defined below) shall be equal to the sum of $6,500,000.00 divided by the number of fully-diluted shares of Common Stock that
are outstanding on the date that Borrower files its Registration Statement on Form S-1 (the “Filing Date”)
with the SEC pursuant to the terms of the Purchase Agreement (the “Lender Conversion Price”).


3.2. Lender
Conversions. Lender has the right on the date that is six (6) months from the Purchase Price Date or at any time
thereafter, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional
Prepayment Notice), at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”)
all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid
and non-assessable common stock, $0.001 par value per share (“Common Stock”), of Borrower as per the
following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the
“Conversion Amount”) divided by the Lender Conversion Price. Conversion notices in the form attached
hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to
Borrower by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or
personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall
deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within
three (3) Trading Days of Lender’s delivery of the Lender Conversion Notice to Borrower.


3.3. Application
to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender
may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined
below), even if such Installment Conversion is pending, as determined in Lender’s sole discretion, by delivering
written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower
at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of
the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must
reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3.


4. Defaults
and Remedies.


4.1. Defaults.
The following are events of default under this Note (each, an “Event of Default”): (i) Borrower shall
fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver
any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof or any Warrant Shares in
accordance with the terms of the Warrant; or (iii) Borrower shall fail to pay any interest, fees, charges, or any other
amount when due and payable (or payable by Conversion) hereunder; or (iv) a receiver, trustee or other similar official shall
be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; or (v) Borrower shall become insolvent or generally
fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods,
if any; or (vi) Borrower shall make a general assignment for the benefit of creditors; or (vii) Borrower shall file a
petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (viii) an involuntary
proceeding shall be commenced or filed against Borrower; or (ix) Borrower is not DWAC Eligible at any time following the date
that is one (1) year from the Purchase Price Date; or (x) Borrower shall become delinquent in its filing requirements as a
fully-reporting issuer registered with the SEC at any time following the Trading Date; or (xi) Borrower shall default or
otherwise fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any
other Transaction Document, including without limitation all covenants to timely file all required quarterly and annual
reports and any other filings that are necessary to enable Lender to sell Conversion Shares, Warrant Shares and
True-Up Shares pursuant to Rule 144; or (xii) any representation, warranty or other statement made or furnished by or on
behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note
shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (xiii) the occurrence
of a Fundamental Transaction without Lender’s prior written consent; or (xiv) Borrower shall fail to maintain the Share
Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its Common Stock without
twenty (20) Trading Days prior written notice to the Borrower; or (xvi) any money judgment, writ or similar process shall be
entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than
$100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise
consented to by the Lender; or (xvii) Borrower fails to exercise its best efforts to file a Registration Statement on Form
S-1 with the SEC or a Form 15c2-11 with FINRA on or before the date that is four (4) months from the Effective Date or, in
any event, fails to file a Registration Statement on Form S-1 with the SEC or a Form 15c2-11 with FINRA on or before the date
that is five (5) months from the Effective Date; or (xviii) Borrower fails to exercise its best efforts to cause its Common
Stock to be publicly trading on or before the date that is six (6) months from the Effective Date or, in any event,
Borrower’s Common Stock is not publicly trading on an Eligible Market on or before the date that is nine (9) months
from the Effective Date.


4.2. Remedies.
Upon the occurrence of any Event of Default, Lender may at any time thereafter accelerate this Note by written notice to
Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (as
defined hereafter). Notwithstanding the foregoing, upon the occurrence of any Event of Default, Lender may, at its option,
elect to increase the Outstanding Balance by applying the Default Effect (as defined below) (subject to the limitation set
forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding
Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default
Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance
of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the
Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of
its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by
Lender in writing). For purposes hereof, the “Default Effect” is calculated by multiplying the Outstanding
Balance by 125%, with the resulting product then becoming the Outstanding Balance under this Note; provided that the Default
Effect may only be applied twice hereunder. Notwithstanding the foregoing, upon the occurrence of any Event of Default
described in clauses (iv), (v), (vi), (vii) or (viii) of Section 4.1, the Outstanding Balance as of the date of acceleration
shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written
notice required by Lender. The “Mandatory Default Amount” means the greater of (i) the Outstanding Balance
(including all Tranches, both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion
Eligible Tranches) divided by the Installment Conversion Price (as defined below) on the date the Mandatory Default Amount is
either demanded or paid in full, whichever has a lower Installment Conversion Price, multiplied by the volume
weighted average price (the “VWAP”) on the date the Mandatory Default Amount is either demanded or paid in
full, whichever has a higher VWAP, or (ii) the Default Effect. At any time following the occurrence of any Event of Default,
upon written notice given by Lender to Borrower, (a) interest shall accrue on the Outstanding Balance beginning on the date
the applicable Event of Default occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate
permitted under applicable law (“Default Interest”), (b) the Lender Conversion Price for all Lender
Conversions occurring after the date of the applicable Event of Default shall equal the lower of the Lender Conversion Price
applicable to any Lender Conversion and the Market Price (as defined below) as of any applicable date of Conversion, and (c)
the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the date the applicable
Event of Default occurred. Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay
any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before the applicable Delivery
Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the applicable Lender
Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the period
beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender
Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any
presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.
Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such
rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein
shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely
deliver Conversion Shares upon Conversion of the Notes as required pursuant to the terms hereof.


4.3. Certain
Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment or
otherwise to deliver any Conversion Shares as and when required under this Note, then (i) the Lender Conversion Price for all
Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price
applicable to any Lender Conversion and the Market Price as of any applicable date of Conversion, and (ii) the true-up
provisions of Section 11 below shall apply to all Lender Conversions that occur after the date of such failure to pay,
provided that all references to the “Installment Notice” in Section 11 shall be replaced with references to a
“Lender Conversion Notice” for purposes of this Section 4.3, all references to “Installment Conversion
Shares” in Section 11 shall be replaced with references to “Lender Conversion Shares” for purposes of this
Section 4.3, and all references to the “Installment Conversion Price” in Section 11 shall be replaced with
references to the “Lender Conversion Price” for purposes of this Section 4.3.


4.4. Cross
Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other Agreements (as
defined below) shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall
be entitled (but in no event required) to apply all rights and remedies of Lender under the terms of this Note.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate or any Stockholder), on the one hand, and Lender (or an affiliate), on the other hand,
and (b) any financing agreement or a material agreement that affects Borrower’s ongoing business operations. For the
avoidance of doubt, all existing and future loan transactions between Borrower and Lender and their respective affiliates
will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to
Lender.


5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset (except as set forth in Section 21 below), deduction or counterclaim of any
kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and
assigns, and agrees to make the payments or conversions called for herein in accordance with the terms of this Note.


6. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other
provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a
continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically
set forth in writing.


7. Rights
Upon Issuance of Securities.


7.1. Subsequent
Equity Sales. If Borrower or any subsidiary thereof, as applicable, at any time on or after the Purchase Price Date
(provided that this Note is outstanding), shall sell or issue any Common Stock to Lender or any third party for a price that
is less than the then effective Lender Conversion Price, then such Lender Conversion Price shall be automatically reduced and
only reduced to equal such lower issuance price. If Borrower or any subsidiary thereof, as applicable, at any time on or
after the Trading Date (provided that this Note is outstanding), shall sell or grant any option to any party to purchase, or
sell or grant any right to reprice, or issue any Common Stock, preferred shares convertible into Common Stock, or debt,
warrants, options or other instruments or securities to Lender or any third party which are convertible into or exercisable
for shares of Common Stock (together herein referred to as “Equity Securities”), including without
limitation any Deemed Issuance (as defined herein), at an effective price per share less than the then effective Lender
Conversion Price (such issuance, together with any sale of Common Stock, is referred to herein as a “Dilutive
Issuance”), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower
effective price per share. If the holder of any Equity Securities so issued shall at any time, whether by operation of
purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to
warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled to receive
shares of Common Stock at an effective price per share that is less than the Lender Conversion Price, such issuance shall be
deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance, and the then
effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share.
Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under
this section), and shall be made whenever such Common Stock or Equity Securities are issued. Borrower shall notify Lender, in
writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this
Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price,
or other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of
clarification, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence
of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to equal the
applicable effective price per share regardless of whether Lender accurately refers to such lower effective price per share
in any Installment Notice or Lender Conversion Notice.


7.2. Adjustment
of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender
Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any
provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Lender
Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant
to this Section 7.2 shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this Section 7.2 occurs during the period that a Lender Conversion Price is calculated
hereunder, then the calculation of such Lender Conversion Price shall be adjusted appropriately to reflect such event.


7.3. Other
Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not
strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type
contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then
Borrower’s board of directors shall in good faith determine and implement an appropriate adjustment in the Lender
Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will
increase the Lender Conversion Price as otherwise determined pursuant to this Section 7, provided further that if Lender
does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then
Borrower’s board of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and
expenses shall be borne by Borrower.


8. Borrower
Installments.


8.1. Installment
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment Conversion (the
“Installment Conversion Price”) shall be the lesser of (i) the Lender Conversion Price, and (ii) 70% (the
“Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading
Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time
after the first twenty-three (23) Trading Days following the Trading Date (the “Conversion Factor Measuring
Period”), the VWAP of the Common Stock for any Trading Day is less than 50% of the average of the VWAPs for each
Trading Day during the Conversion Factor Measuring Period, then in such event the then-current Conversion Factor shall be
reduced to 60% for all future Conversions. Additionally, if at any time after the Trading Date the Conversion Shares are not
DWAC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. If at
any time after the Trading Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will
automatically be reduced by an additional 5% for all future Conversions. For example, the first time Borrower is not DWAC
Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 70% to 65% for purposes of this
example. Following such event, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future
Conversions thereafter will be reduced from 65% to 60% for purposes of this example.


8.2. Installment
Conversions. Beginning on the date that is one (1) year after the Purchase Price Date and on the same day of each month
thereafter until the Maturity Date (each, an “Installment Date”), Borrower shall pay to Lender the
applicable Installment Amount due on such date, subject to the provisions of this Section 8. Payments of each Installment
Amount may be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock
(“Installment Conversion Shares,” and together with the Lender Conversion Shares, the “Conversion
Shares”) in accordance with this Section 8 (each an “Installment Conversion,” and together with
Lender Conversions, a “Conversion”) per the following formula: the number of Installment Conversion Shares
equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c)
by any combination of the foregoing, so long as the cash is delivered to Lender on the applicable Installment Date and the
Installment Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the
foregoing, Borrower will not be entitled to elect an Installment Conversion with respect to any portion of any applicable
Installment Amount and shall be required to pay the entire amount of such Installment Amount in cash if on the applicable
Installment Notice Due Date (defined below) there is an Equity Conditions Failure (as defined below), and such failure is not
waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in
cash, it must notify Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay
in cash not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If
Borrower fails to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash
unless otherwise agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to
Borrower. Notwithstanding the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver
Installment Amounts with respect to Tranches that have become Conversion Eligible Tranches and shall have no obligation to
pay to Lender any Installment Amount with respect to any Tranche that has not become a Conversion Eligible Tranche. In
furtherance thereof, in the event Borrower has repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it
shall have no further obligations to deliver any Installment Amount to Lender unless and until any Subsequent Tranche that
was not previously a Conversion Eligible Tranche becomes a Conversion Eligible Tranche pursuant to the terms of this Note.
Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Installment Dates
shall continue after the Maturity Date as described in this Section 8 until the Outstanding Balance is repaid in full,
provided that Lender shall, in Lender’s sole discretion, determine the Installment Amount for each Installment Date
after the Maturity Date.


8.3. Allocation
of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment Date (each,
an “Installment Notice Due Date”), Borrower may elect to allocate the payment of the applicable
Installment Amount between cash and via an Installment Conversion, by email or fax delivery of a notice to Lender
substantially in the form attached hereto as Exhibit B (each, an “Installment Notice”), provided,
that to be effective, each applicable Installment Notice must be received by Lender not more than twenty-five (25) or less
than fifteen (15) Trading Days prior to the applicable Installment Notice Due Date. If Lender has not received an Installment
Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by fax or
email. Following its receipt of such Installment Notice, Borrower may either ratify Lender’s proposed allocation in the
applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before
12:00 p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of
Installment Conversions equal the applicable Installment Amount, provided that Lender must approve any increase to the
portion of the Installment Amount payable in cash. If Borrower fails to notify Lender of its election to change the
allocation prior to the deadline set forth in the previous sentence (and seek approval to increase the amount payable in
cash), it shall be deemed to have ratified and accepted the allocation set forth in the applicable Installment Notice
prepared by Lender. If neither Borrower nor Lender prepare and deliver to the other party an Installment Notice as outlined
above, then Borrower shall be deemed to have elected that the entire Installment Amount be converted via an
Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the applicable Installment
Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or
any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents (an
“Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure to apply
any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of
Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment
arises from Lender’s own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment
Conversion to Lender in accordance with Section 9 below on or before each applicable Installment Date.


9. Method
of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the
Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as
applicable (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver or
cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by
Lender in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall
deliver to Lender or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via
reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of
Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of
doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as
applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of
business on the relevant Delivery Date pursuant to the terms set forth above.


10. Conversion
Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes stated in
Sections 3, 8, 9, or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up
Shares, as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion
Shares or True-Up Shares, with a corresponding increase to the Outstanding Balance (any returned Conversion Amount will tack
back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each
Conversion, in the event that Conversion Shares or True-Up Shares are not delivered by the fourth Trading Day (inclusive of
the day of the Conversion or the True-Up Date (as defined below), as applicable), a late fee equal to the greater of $500.00
per day and 2% of the applicable Conversion Amount or Installment Amount, as applicable (but in any event the cumulative
amount of such late fees shall not exceed the applicable Conversion Amount or Installment Amount) will be assessed for each
day after the third Trading Day (inclusive of the day of the Conversion and the True-Up Date) until Conversion Share or
True-Up Share delivery is made; and such late fee will be added to the Outstanding Balance (under Lender’s and
Borrower’s expectations that any late fees charged will tack back to the Purchase Price Date for purposes of
determining the holding period under Rule 144).


11. True-Up.
On the date that is twenty-three (23) Trading Days (a “True-Up Date”) from each date Borrower delivers
Free Trading (as defined below) Installment Conversion Shares to Lender, there shall be a true-up where Lender shall have the
right to require Borrower to deliver to Lender additional Installment Conversion Shares (“True-Up Shares”)
if the Installment Conversion Price as of the True-Up Date is less than the Installment Conversion Price used in the
applicable Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the date
Lender delivers notice of its right to receive True-Up Shares to Borrower (pursuant to a form of notice substantially in the
form attached hereto as Exhibit C) the number of True-Up Shares equal to the difference between the number of
Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Installment
Conversion Price as of the True-Up Date and the number of Installment Conversion Shares originally delivered to Lender
pursuant to the applicable Installment Notice. For the avoidance of doubt, if the Installment Conversion Price as of the
True-Up Date is higher than the Installment Conversion Price set forth in the applicable Installment Notice, then Borrower
shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess
Installment Conversion Shares to Borrower under any circumstance.


12. Lender’s
Right of First Refusal to New Issuances. From and after the date hereof and until all of Borrower’s obligations
hereunder and this Note are paid and performed in full and the Warrant is exercised in full (or otherwise expired), Borrower
shall not enter into any Section 3(a)(9) or Section 3(a)(10) transaction, equity line of credit or financing arrangement or
other transaction that involves issuing Borrower securities that are convertible into Common Stock (including without
limitation selling convertible debt, warrants or convertible preferred stock) with a conversion price that varies with the
market price of the Common Stock (a “Variable Security Issuance”), without first offering Lender a right
of first refusal with respect to the same pursuant to this Section 12 by delivering to Lender written notice describing the
terms and conditions of the Variable Security Issuance. Lender shall have a period of fifteen (15) calendar days from its
receipt of such notice to purchase the securities offered in the Variable Security Issuance on the same terms and conditions
offered in the Variable Security Issuance. If Lender fails to exercise such right, Borrower may consummate the Variable
Security Issuance on terms and conditions no more favorable to the purchaser of such securities than those offered to Lender.
If Borrower changes the terms of the Variable Security Issuance or fails to sell such securities within sixty (60) days of
the date it offered the same to Lender, such Variable Security Issuance shall again be subject to the terms of the right of
first refusal set forth in this Section 12.


13. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at
any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of
shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such
issuance) (the “Maximum Percentage”), then Borrower must not issue to Lender shares of the Common Stock
which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be
determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the
Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may
notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing
Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to
immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation
Shares. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any
such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is
enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


14. Payment
of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall
pay the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’
fees and disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to
Lender pursuant to any Conversion or issuance of shares pursuant to this Note.


15. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right
to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.


16. Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions
set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this
reference.


17. Resolution
of Disputes.


17.1. Arbitration
of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions set forth as an
Exhibit to the Purchase Agreement.


17.2. Calculation
of Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation
hereunder, including without limitation calculating the Outstanding Balance, Lender Conversion Price, Lender Conversion
Shares to be delivered, Installment Conversion Price, Installment Conversion Shares to be delivered, the Market Price, or the
VWAP (collectively, “Calculations”), Borrower or Lender (as the case may be) shall submit the disputed
determinations or arithmetic calculations (as the case may be) via facsimile or email with confirmation of receipt
(a) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to Borrower or Lender
(as the case may be) or (b) if no notice gave rise to such dispute, at any time after Lender learned of the
circumstances giving rise to such dispute. If Lender and Borrower are unable to agree upon such determination or calculation
within two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being
submitted to Borrower or Lender (as the case may be), then Borrower shall, within two (2) Trading Days, submit via
facsimile the disputed Calculation to an independent, reputable investment bank or accounting firm selected by Lender.
Borrower shall cause the investment bank or accounting firm to perform the determinations or calculations (as the case may
be) and notify Borrower and Lender of the results no later than ten (10) Trading Days from the time it receives
such disputed determinations or calculations (as the case may be). Such investment bank’s or accounting firm’s
determination or calculation with respect to the disputes set forth in this Section 17.2 (as the case may be) shall be
binding upon all parties absent demonstrable error. The investment banker’s or accounting firm’s fee for
performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose
Calculation is furthest from the correct Calculation as determined by the investment banker or accounting firm. In the event
Borrower is the losing party, no extension of the Delivery Date shall be granted and Borrower shall incur all effects for
failing to deliver the applicable Conversion Shares in a timely manner as set forth in this Note.


18. Cancellation.
After repayment or conversion of the entire Outstanding Balance (including without limitation delivery of True-Up Shares
pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full, shall
automatically be deemed canceled, and shall not be reissued.


19. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


20. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock
issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of
Borrower.


21. Offset
Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties
hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Buyer Notes and the
Buyer Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts
otherwise owed by Lender under the Secured Buyer Notes and the Buyer Notes (the “Lender Offset Right”),
and (b) in the event of the occurrence of any Event of Default (as defined the Secured Buyer Notes, the Buyer Notes, or any
other note issued by the initial Lender in connection with the Purchase Agreement), or at any other time, Borrower shall be
entitled to deduct and offset any amount owing by the initial Lender under the Secured Buyer Notes and the Buyer Notes, as
applicable, from any amount owed by Borrower under this Note (the “Borrower Offset Right,” and together
with the Lender Offset Right, the “Offset Rights”). In the event that Borrower’s exercise of
Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return
the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a
lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any
prepayment premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of
Borrower Offset Right. Moreover, in the event any party exercises its Offset Rights described in this Section 21, the
corresponding portion of the OID associated with the Secured Buyer Note or Buyer Note, as the case may be, being offset (as
set forth in the third paragraph of this Note) shall also be offset.


22. Time of
the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the
documents and instruments entered into in connection herewith.


23. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in
accordance with the subsection of the Purchase Agreement titled “Notices.”


(REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK)




    	 



    	 



    

IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date set out above.







BORROWER:


Cabinet
Grow, Inc.


 


 


By: _____________________________


Name: ___________________________


Title: ____________________________


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


Chicago
Venture Partners, L.P.


 


By: Chicago Ventures Management, LLC, its General
Partner


 


By: CVM, Inc., its Manager


 


By: ____________________________


     John M. Fife, President


 


 




    	 



    	 



    

ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


A1.
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver
Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares as and when required
pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected
to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such
failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other
relevant date of determination.


A2.
“DTC” means the Depository Trust Company.


A3.
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing
firm servicing Lender’s brokerage firm for the benefit of Lender.


A4.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.


A5.
“DWAC” means Deposit Withdrawal at Custodian as defined by the DTC.


A6.
“DWAC Eligible” means that (i) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (ii) Borrower
has been approved (without revocation) by the DTC’s underwriting department, (iii) Borrower’s transfer agent is
approved as an agent in the DTC/FAST Program, (iv) the Conversion Shares are otherwise eligible for delivery via DWAC; (v)
Borrower has previously delivered all Conversion Shares to Lender via DWAC; and (vi) Borrower’s transfer agent does not
have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


A7.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during any
applicable Equity Conditions Measuring Period (as defined below): (i) with respect to the applicable date of
determination all of the Conversion Shares are freely tradable under Rule 144 or without the need for registration under any
applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note);
(ii) on each day during the period beginning one month prior to the applicable date of determination and ending on and
including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common
Stock is publicly traded and listed or designated for quotation (as applicable) on any of The New York Stock Exchange, NYSE
Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, the
OTCQX, or the OTCQB (each, an “Eligible Market”) and shall not have been suspended from trading on any
such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable
date of determination due to business announcements by Borrower); (iii) on each day during the Equity Conditions
Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely
basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower on a
timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in
connection with the event requiring determination may be issued in full without violating Section 13 hereof (Lender
acknowledges that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent
written notice from Lender); (v) any shares of Common Stock to be issued in connection with the event requiring
determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common
Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions
Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which
has not been abandoned, terminated or consummated; (vii) Borrower shall have no knowledge of any fact that would
reasonably be expected to cause any of the Conversion Shares to not be freely tradable without the need for registration
under any applicable state securities laws (in each case, disregarding any limitation on conversion of this Note);
(viii) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in
material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any
Transaction Document; (ix) without limiting clause (viii) above, on each day during the Equity Conditions Measuring
Period, there shall not have occurred an Event of Default or an event that with the passage of time or giving of notice would
constitute an Event of Default; (x) on each Installment Notice Due Date and each Installment Date, the average and median
daily dollar volume of the Common Stock on its principal market for the previous twenty (20) Trading Days shall be greater
than $50,000.00; (xi) the ten (10) day average VWAP of the Common Stock is greater than the price derived from dividing the
sum of $3,000,000.00 by the number of fully-diluted shares of Common Stock that are outstanding on the Filing Date, and (xii)
the Common Stock shall be DWAC Eligible as of each applicable Installment Notice Due Date, Installment Date or other date of
determination.


A8.
“Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common
Stock have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the
clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing
Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.


A9.
“Fundamental Transaction” means that (y) (i) Borrower or any of its subsidiaries shall, directly or
indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its
subsidiaries is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries
shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or
otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or
(iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any
other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the
outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase,
tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity
whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not
including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or
affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business
combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized
shares of Borrower’s Common Stock, or (z) any “person” or “group” (as these terms are used
for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50%
of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


A10.
“Installment Amount” means $92,083.33 ($1,657,500.00 ÷ 18), plus the sum of any accrued and unpaid
interest that has been added to the lowest-numbered then-current Conversion Eligible Tranche as of the applicable Installment
Date and accrued, and unpaid late charges that have been added to the lowest-numbered then-current Conversion Eligible
Tranche, if any, under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender
under this Note as of such Installment Date; provided, however, that, if the remaining amount owing under all
then-existing Conversion Eligible Tranches or otherwise with respect to this Note as of the applicable Installment Date is
less than the Installment Amount set forth above, then the Installment Amount for such Installment Date (and only such
Installment Amount) shall be reduced (and only reduced) by the amount necessary to cause such Installment Amount to equal
such outstanding amount.


A11.
“Market Capitalization of the Common Stock” shall mean the product equal to (a) the average VWAP of the
Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding
shares of Common Stock as reported on Borrower’s most recently filed Form 10-Q or Form 10-K.


A12.
“Trading Day” shall mean any day on which the Common Stock is traded or tradable for any period on the
Common Stock’s principal market, or on the principal securities exchange or other securities market on which the Common
Stock is then being traded.


 




    	 



    	 



    

EXHIBIT A


Chicago
Venture Partners, L.P.


303 East Wacker Drive, Suite 1200


Chicago, Illinois 60601


Date: __________________


Cabinet Grow, Inc.


Attn: ______________


17801 Main Street #E


Irvine, California 92614


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Cabinet Grow, Inc., a Nevada corporation (the “Borrower”), pursuant to that certain Secured
Convertible Promissory Note made by the Borrower in favor of the Lender on June 6, 2014 (the “Note”), that the
Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock
of the Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set
forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of the Lender in its sole discretion, the Lender may provide a new form of Lender Conversion Notice to conform
to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


A.Date of Conversion: ____________


B.Lender Conversion #: ____________


C.Conversion Amount: ____________


D.Lender Conversion Price: _______________


E.Lender Conversion Shares: _______________
(C divided by D)


F.Remaining Outstanding Balance of Note:
____________*


G.Remaining balance of Buyer Notes: ____________*


H. Outstanding Balance of Note net of balance
of Buyer Notes: ____________* (F minus G)


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement).


 


The Conversion Amount converted hereunder
shall be deducted from the following Conversion Eligible Tranche(s):


 


	Conversion Amount	Tranche No.
	 	 
	 	 
	 	 


 


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:





	Broker:  		    Address:	
	DTC#:  	 	 	 
	Account #:  	 	 	 
	Account Name:  	 	 	 







 


To the extent the Lender
Conversion Shares are not able to be delivered to the Lender electronically via the DWAC system, deliver all such certificated
shares to the Lender via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


Chicago
Venture Partners, L.P.


 


By: Chicago Ventures Management, LLC, its General
Partner


 


By: CVM, Inc., its Manager


 


By: _________________________________


     John
M. Fife, President


 




    	 



    	 



    

EXHIBIT B


Cabinet Grow, Inc.


17801 Main Street #E


Irvine, California 92614


 




Date: _____________




Chicago Venture Partners, L.P.


Attn: John Fife


303 E. Wacker Dr., Suite 1200


Chicago, IL 60601


INSTALLMENT NOTICE


The above-captioned Borrower hereby
gives notice to Chicago Venture Partners, L.P., a Utah limited partnership (the “Lender”), pursuant to that
certain Secured Convertible Promissory Note made by the Borrower in favor of the Lender on June 6, 2014 (the “Note”),
of certain Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________,
201_ (the “Installment Date”). In the event of a conflict between this Installment Notice and the Note, the
Note shall govern, or, in the alternative, at the election of the Lender in its sole discretion, the Lender may provide a new form
of Installment Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings
given to them in the Note.


INSTALLMENT CONVERSION AND CERTIFICATIONS


AS OF THE INSTALLMENT DATE


 


		A.	INSTALLMENT CONVERSION



		A.	Installment Date: ____________, 201_



		B.	Installment Amount: ____________



		C.	Portion of Installment Amount Borrower elected to pay in cash: ____________



		D.	Portion of Installment Amount to be converted into Common Stock: ____________ (B minus C)



		E.	Installment Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Installment
Date)



		F.	Installment Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



		H.	Remaining balance of Buyer Note(s): ____________*



		I.	Outstanding Balance of Note net of balance of Buyer Note(s): ____________* (G minus H)



 


		B.	EQUITY CONDITIONS CERTIFICATION



		1.	Market Capitalization of the Common Stock:________________



(Check One)


		2.	_________The Borrower herby certifies that no Equity Conditions Failure exists as of the Installment
Date.



		3.	_________The Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from the Lender with respect thereto. The Equity Conditions Failure is as follows:



 


 


 


 


 


 


Sincerely,


Borrower:
Cabinet Grow, Inc.


 


By: ___________________________________


Name: _________________________________


Title: __________________________________


 


 




    	 



    	 



    

EXHIBIT C


 


Chicago Venture Partners, L.P.


303 East Wacker Drive, Suite 1200


Chicago, Illinois 60601


Date: __________________


Cabinet Grow, Inc.


Attn: _________________


17801 Main Street #E


Irvine, California 92614


TRUE-UP NOTICE


The above-captioned Lender hereby gives
notice to Cabinet Grow, Inc., a Nevada corporation (the “Borrower”), pursuant to that certain Secured
Convertible Promissory Note made by the Borrower in favor of the Lender on June 6, 2014 (the “Note”), of True-Up
Conversion Shares related to _____________, 201_ (the “Installment Date”). In the event of a conflict between
this True-Up Notice and the Note, the Note shall govern, or, in the alternative, at the election of the Lender in its sole discretion,
the Lender may provide a new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without definition
shall have the meanings given to them in the Note.


TRUE-UP CONVERSION SHARES
AND CERTIFICATIONS


AS OF THE TRUE-UP DATE


 


		1.	TRUE-UP CONVERSION SHARES



		A.	Installment Date: ____________, 201_



		B.	True-Up Date: ____________, 201_



		C.	Portion of Installment Amount converted into Common Stock: _____________



		D.	True-Up Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii)
Market Price as of True-Up Date)



		E.	True-Up Conversion Shares: _______________ (C divided by D)



		F.	Installment Conversion Shares delivered: ________________



		G.	True-Up Conversion Shares to be delivered: ________________ (only applicable if E minus F is greater
than zero)



		2.	EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)



		A.	Market Capitalization of the Common Stock:________________



(Check One)


		B.	_________The Borrower herby certifies that no Equity Conditions Failure exists as of the applicable
True-Up Date.



		C.	_________The Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from the Lender with respect thereto. The Equity Conditions Failure is as follows:






 


 


 


 


 


 


 


Sincerely,


 


Lender:


 


Chicago
Venture Partners, L.P.


 


By: Chicago Ventures Management, LLC, its General
Partner


 


By: CVM, Inc., its Manager


 


By: _______________________________


     John
M. Fife, President


 


 


ACKNOWLEDGED AND CERTIFIED BY:


Borrower: Cabinet Grow, Inc.


 


By: ___________________________________


Name: _________________________________


Title: __________________________________