Exhibit 4.9


 





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.


 


CABINET GROW, INC.


 


WARRANT TO PURCHASE SHARES OF COMMON STOCK


 


1. Issuance.
In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without
limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby
acknowledged by Cabinet Grow, Inc., a Nevada corporation (the “Company”);
Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or
registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the date
that is six (6) months from the Issue Date (as defined below) until the date which is the last calendar day of the month in which
the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), equal to $420,000.00 divided by the Market Price (for purposes of this specific use only, as defined in the
Note, as of the date that is twenty (20) Trading Days (as defined below) after the Trading Date (as defined in the Note)), as
such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common
Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase
Agreement dated June 6, 2014, to which the Company and the Holder are parties (as the same may be amended from time to time, the
“Purchase Agreement”).


Unless otherwise
indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.


This Warrant was
originally issued to the Holder on June 6, 2014 (the “Issue Date”).


2. Exercise
of Warrant.


2.1. General.


(a) This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the date that is six (6) months
from the Issue Date and ending on the Expiration Date. Such exercise shall be effectuated by submitting to the Company
(either by delivery to the Company or by email or facsimile transmission) a completed and duly executed Notice of Exercise
substantially in the form attached to this Warrant as Exhibit A (the “Notice of Exercise”). The
date such Notice of Exercise is either faxed, emailed or delivered to the Company shall be the “Exercise
Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the
Holder shall tender this Warrant to the Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be
delivered pursuant to the Notice of Exercise have been delivered to the Holder as of such date. The Notice of Exercise shall
be executed by the Holder and shall indicate (i) the number of Warrant Shares to be issued pursuant to such exercise, and
(ii) if applicable (as provided below), whether the exercise is a cashless exercise.


For purposes of
this Warrant, the term “Trading Day” means any day during which the principal market on which the Common Stock
is traded (the “Principal Market”) shall be open for business.


(b) In the
event the Warrant Shares to be delivered upon exercise hereof have not previously been registered with the SEC (as defined in
the Purchase Agreement), to the extent this Warrant is not
previously exercised, and if the Market Price of one Warrant Share is greater than the Exercise Price, the Holder may
elect to receive Warrant Shares, in lieu of a cash exercise,
equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised)
by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Shares
computed using the following formula:





	X = Y (A-B)
	      A




 


Where  X
=the number of Warrant Shares to be issued to Holder.


Y = the number
of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


 


A =the Market Price (at the date of such
calculation).


 


B =Exercise Price (as adjusted to the date of such calculation).


 


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


“Affiliate”
shall mean an affiliate as such term is defined in Rule 144 under the Securities Act of 1933, as amended (or a successor rule).


“Closing
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s),
as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.


“Exercise
Price” shall mean the price per share of Common Stock derived from dividing $6,600,000.00 by the number of fully-diluted
shares of Common Stock that are outstanding on the Filing Date (as defined in the Note), as the same may be adjusted from time
to time pursuant to the terms and conditions of this Warrant.


“Market
Price” shall mean the Closing Price for the Common Stock on the Trading Day that is two Trading Days prior to the Exercise
Date.


“Note”
shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as
the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced
promissory note.


(c) If the
Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately
preceding subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock
for the Warrant Shares shall be payable, at the election of the Holder, in cash or by certified or official bank check or by
wire transfer in accordance with instructions provided by the Company at the request of the Holder.


(d) Upon the
appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this
Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days
following the date the Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date
that is three (3) Trading Days following the Exercise Date) (the “Delivery Date”), provided that the
Company is DWAC Eligible (as defined in the Note), deliver or cause the Company’s Transfer Agent to deliver the
applicable Warrant Shares electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the
account designated by the Holder on the Notice of Exercise. If the Company is not then DWAC Eligible, the Company shall
instead issue and deliver or cause to be issued and delivered (via reputable overnight courier) to the address as specified
in the Notice of Exercise, a certificate, registered in the name of the Holder or its designee, for the number of Warrant
Shares to which the Holder shall be entitled. For the avoidance of doubt, the Company has not met its obligation to deliver
Warrant Shares by the Delivery Date unless the Transfer Agent has posted the shares for DWAC pickup and the Holder or its
broker, as applicable, has been notified of this availability, or if the Company is not then DWAC Eligible, has actually
received the certificate representing the applicable Warrant Shares no later than the close of business on the relevant
Delivery Date pursuant to the terms set forth above.


(e) If Warrant
Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition to
all other remedies available to the Holder in the Transaction Documents, a late charge equal to the greater of (i) $2,000.00
and (ii) 2% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely
basis and to which the Holder is entitled multiplied by (2) the closing bid price of the Common Stock on the Trading Day
immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder
without violating this Warrant, per Trading Day until such Warrant Shares are delivered. The Company shall pay any late
charges incurred under this subsection in immediately available funds upon demand; provided, however, that, at the
option of the Holder (without notice to the Company), such amount owed may be added to the principal amount of the Note.
Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for
any reason to effect delivery of the Warrant Shares as required under subsection (d) immediately above, the Holder may revoke
all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and
the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of
this Warrant, except that the late charge described above shall be payable through the date notice of revocation or
rescission is given to the Company.


(f) The Holder
shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section 2.1
on the Exercise Date.


2.2. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any
time the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause the Holder (together with its Affiliates) to own a number of shares exceeding 9.99% of the number of shares of Common Stock
outstanding on such date (the “Maximum Percentage”), the Company must not issue to the Holder shares of the
Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to the Holder that would cause the
Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time to time, the Holder
may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to the Holder without causing
the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately
issue such designated shares to the Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. By
written notice to the Company, the Holder 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 the Holder.


3. Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new
Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


4. Rights of
the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company,
either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those expressed
in this Warrant and are not enforceable against the Company except to the extent set forth herein.


5. Protection
Against Dilution and Other Adjustments.


5.1. Capital Adjustments.
If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up or stock
split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of
Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case
of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Exercise Price, Market Price (in the event of a cashless exercise), and other applicable amounts, but
the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the
date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.


5.2. Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock
of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above),
then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of
shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change
by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the
Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and
property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable
hereunder, provided the aggregate purchase price shall remain the same.


5.3. Subsequent
Equity Sales. If the Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant
is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock (including any Common
Stock issued under the Note, whether upon any type of conversion or any Deemed Issuance (as defined in the Note)), preferred shares
convertible into Common Stock, or debt, warrants, options or other instruments or securities which are convertible into or exercisable
for shares of Common Stock (together herein referred to as “Equity Securities”), at an effective price per
share less than the Exercise Price (such lower price, the “Base Share Price” and such issuance collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or 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 issuance, be entitled to receive shares
of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced
to equal the Base Share Price. Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. The
Company shall notify the Holder, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity
Securities subject to this Section 5.3, 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 the Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence
of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive the increased number of Warrant
Shares provided for in subsection (b) above at an Exercise Price equal to the Base Share Price regardless of whether the Holder
accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance,
all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant
to this Section 5.3, as the same may occur from time to time hereunder.


5.4. Notice of
Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number
or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company
shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter
purchasable upon exercise of this Warrant.


5.5. Exceptions
to Adjustment. Notwithstanding the provisions of Sections 5.3 and 5.4, no adjustment to the Exercise Price shall be effected
as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (a) the Company’s
issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances
are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration
rights, and (b) the Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees,
directors, officers and consultants, authorized by the Company’s board of directors pursuant to plans or agreements which
are authorized, constituted or in effect as of the Issue Date.


6. Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of
this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of
each such certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in
this Section 6 shall be deemed to limit any other provision contained herein.


7. Transfer
to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This
Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred,
pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act
relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration
is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this
Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in
form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section
7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit
B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company.
Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on
the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered
assign” for all purposes hereunder, and shall have all the rights of the Holder.


8. Warrant Agent.
The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose
of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and
replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as
the case may be, shall be made at such office by such Warrant Agent.


9. Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder
as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


10. Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


11. Supplements
and Amendments; Whole Agreement.This Warrant may be amended or supplemented only by an instrument in writing signed by
the parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together,
contain the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained
herein and therein.


12. Governing
Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect
to the principles thereof regarding the conflict of laws.


13. Waiver of
Jury Trial. THE COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION.
FURTHER, THE COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


14. Purchase
Agreement; Arbitration of Disputes. This Warrant is subject to the terms, conditions and general provisions of the Purchase
Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions set forth as an Exhibit
to the Purchase Agreement.


15. Remedies.
The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any
other remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.


16. Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered via
facsimile or email shall be considered original signatures for purposes hereof.


17. Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


18. Attorneys’
Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation
and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and
expenses.  Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad
faith pleading.


19. Time of
the Essence. Time is expressly made of the essence with respect to each and every provision of this Warrant.


20. Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall
be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in
any other jurisdiction.


[Remainder of page intentionally left blank]




    	 



    	 



    

IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


THE COMPANY:


 


Cabinet
Grow, Inc.


 


 


By: _________________________________ 


Printed Name: _________________________


Title:     Chief Executive
Officer                        


 




    	 



    	 



    

EXHIBIT A


 


NOTICE OF EXERCISE OF WARRANT


 


TO:CABINET GROW, INC.


ATTN: _______________


VIA FAX TO: ( )______________


 


The undersigned hereby
irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of June 6, 2014
(the “Warrant”), to purchase   shares of the common stock, $0.001 par value (“Common Stock”),
of CABINET GROW, INC., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


		_______	CASH: $__________________________
= (Exercise Price x Warrant Shares)






 


		_______	Payment is being made by:



_____ enclosed
check


_____wire
transfer


_____other


 


		_______	CASHLESS EXERCISE:






 


Net number of Warrant Shares
to be issued to Holder: ______*


 





	*X = Y (A-B)
	         A




 


Where  X
=the number of Warrant Shares to be issued to Holder.


Y = the number
of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


 


A =the Market Price (at the date of such
calculation).


 


B =Exercise Price (as adjusted to the date of such calculation).






 


Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It is the intention of
the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s right to
exercise thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent
that, pursuant to the exercise effected hereby, the Holder would have more shares of Common Stock than permitted under Section
2.2, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of
the maximum number of such shares permitted under such provision. Any exercise above such amount is hereby deemed void and revoked.


 


As contemplated by the
Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above.


 


If this Notice of Exercise
represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant
to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by
express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided
that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date.


 


To the extent the Warrant
Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares
to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise)
to:


 


_____________________________________


_____________________________________


_____________________________________


 


 


 


Dated:_____________________


 


___________________________


[Name of Holder]


 


By:________________________


 




    	 



    	 



    

EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of the Warrant)


 


For value received, the undersigned
hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented
by the Warrant to Purchase Shares of Common Stock dated as of June 6, 2014 (the “Warrant”) to purchase the percentage
and number of shares of common stock, $0.001 par value (“Common Stock”), of CABINET GROW, INC. specified under
the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such
person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of CABINET
GROW, INC. with full power of substitution in the premises.


 


Transferees                               Percentage Transferred
                          Number Transferred


 


 


 


 


Dated:___________, ______


 


______________________________


[Transferor
Name must conform to the name of Holder as specified on the face of the Warrant]


 


By: ___________________________


Name: _________________________


 


Signed in the presence of:


 


_________________________


(Name)


 


 


ACCEPTED AND AGREED:


 


_________________________


[TRANSFEREE]


 


By: _______________________


Name: _____________________