EXHIBIT 4.10


 


 





SUBSCRIPTION AGREEMENT


 


CABINET GROW, INC.


 


 


 


A. Instructions.


 


Each person considering subscribing
for the Shares should review the following instructions:


 


Subscription Agreement: Please complete,
execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials
and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the
materials to you for your records.


 


The Company shall have the right to
accept or reject any subscription, in whole or in part.


 


An acknowledgment of the acceptance
of your subscription will be returned to you promptly after acceptance.


 


Payment: Payment for the amount
of the Shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or such
date as the Company shall specify by written notice to subscribers (unless such period is extended by a vote of the Board of Directors
in the sole discretion of the Company), of a check or wire transfer of immediately available funds to the Company at the address
set forth below or an account specified by the Company. The closing of the transactions contemplated hereby (the "Closing")
will be held on 90 days from ___ __, 2014 or such earlier date specified in such notice (unless the closing date is extended in
the sole discretion of the Chief Executive Officer of the Company by up to an additional 90 days). There is no minimum aggregate
amount of Shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings
while continuing to offer the Shares that constitute the unsold portion of the Offering.


 


B. Communications.


 


All documents and check should be forwarded
to:


 


 


CABINET GROW, INC.


17932 Sky Park Circle


Irvine, CA. 92614


 


THE PURCHASE OF SHARES OF CABINET GROW,
INC. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE
INVESTMENT.


 


EVERY POTENTIAL INVESTOR PRIOR TO ANY
INVESTMENT OR PURCHASE OF CABINET GROW’S, INC.'S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.


 


 


 







    	 



    	 



    

 


SUBSCRIPTION AGREEMENT SIGNATURE
PAGE


 


The undersigned (the "Subscriber")
hereby irrevocably subscribes for that number of Shares set forth below, upon and subject to the terms and conditions set forth
in the Corporation's Effective Final Prospectus filed on Form S-1 and dated on or around ___ __, 2014.


 


Total Number of Shares to be Acquired: _____________________________


 


Amount to be Paid (price of $0.40 per Share): _____________________________


 


IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ________ of _________________________, 2014.


 


NAME: (PRINT) as it should appear
on the Certificate: __________________________


 


ADDRESS: _______________________________________________________________________


 


If Joint Ownership, check one (all
parties must sign above):


o Joint
Tenants with Right of Survivorship


o Tenants
in Common


o Community
Property


 


If Fiduciary or a Business or an
Organization, check one:


o Trust


o Estate


o Power
of Attorney


Name and Type of Business Organization:
____________________________


 


IDENTIFICATION NUMBER REQUIRED:


 


You must provide either your:


 


Social Security # (if shares are
being purchased by an individual) or


 


__________________________________________________


 


Tax ID # (if shares are being
purchased by an entity)


 


___________________________________________________


 


 


SIGNATURE: ___________________________________


 


 


ACCEPTANCE
OF SUBSCRIPTION


 


The foregoing Subscription is hereby
accepted for and on behalf of CABINET GROW, INC. this _______ day of ____________________________, 2014.


 


By: _________________________________________


Sam May, Chief Executive Officer