Exhibit 10.2


 


 


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


 


RECITALS


 


A. The
Surviving Entity and the Merged Entity are each sometimes referred to hereinafter as a “Constituent Entity”
and collectively as the “Constituent Entities”.


 


B. Each
of the Constituent Entities deems it advisable and generally in the best interest of such Entity, and the shareholders thereof,
that the Merged Entity be merged with and into the Surviving Entity on the terms and conditions and with the effect set forth in
this Agreement and pursuant to the provisions of Nevada Revised Statutes Chapter 92A (“Merger”).


 


C. The
name, address and jurisdiction of organization and governing law of each Constituent Entity to the Merger is:


 


(a) Surviving
Entity. Cabinet Grow, Inc., a Nevada Corporation, 17801Main Street, Suite E Irvine, Ca. 92614, organized and governed
by the laws of the State of Nevada; and


 


(b) Merged
Entity. Cabinet Grow, Inc. a California Corporation, 17801 Main Street, Suite E, Irvine Ca. 92614, organized and
governed by the laws of the State of California.


 


AGREEMENT


 


In consideration of the mutual promises
set forth herein, and subject to the terms and conditions hereof, the parties hereto agree as follows:


 


Section 1. Merger.


 


(a) Effective
Date of Merger. The Merger shall become effective on or after the filing by the Surviving Entity of the Articles of Merger
with the Secretary of State of the State of Nevada (the “Effective Date”).


 


(b) Effect
of Merger. As of the Effective Date:


 


(i) Merged
Entity. The Merged Entity shall be merged with and into the Surviving Entity and the separate existence of the Merged
Entity shall cease.


 


(ii) Surviving
Entity. Except as specifically set forth in this Agreement, the existence of the Surviving Entity, with all its
purposes, powers and objects, shall continue unaffected and unimpaired by the Merger. The Surviving Entity shall continue
under the name “Cabinet Grow, Inc.” as a Nevada corporation organized pursuant to and in accordance with the Nevada
Revised Statutes Chapters 78 (Private Corporations) and 92A (Mergers, Conversions, Exchanges And Domestications, Nev. Rev. Stat.
Sections 78.010 to 78.795 and Sections 92A.005 to 92A.500, as amended from time to time. The identity and existence,
together with all the rights, privileges, immunities, powers and franchises of the Merged Entity, both of a public and private
nature, and all property, real, personal and mixed, and all debts due on whatever account, and all other things or choices in action
belonging to the Merged Entity, and all and every other interest shall be taken and deemed to be transferred to and to vest, and
shall be vested, in the Surviving Entity as of the Effective Date without further act or deed and as effectively as they were formerly
vested in the Merged Entity.


 


(iii) The
Articles of Incorporation. The Articles of Incorporation of the Surviving Entity existing on the Effective Date
shall, as of the Effective Date, be the Articles of Incorporation of the Surviving Entity. The name and address of the Surviving
Entity is as follows: Cabinet Grow, Inc. 17801 Main Street, Suite E, Irvine, CA. 92614


 


 


Section 2. Adoption
of the Agreement. This Agreement has been adopted and approved by the holders of a majority of the issued and outstanding
capital of the Merged Entity and the holders of a majority of the issued and outstanding capital of the Surviving Entity.


 


Section 3. Further
Acts. The directors, officers and/or the shareholders of the Constituent Entities shall execute this Agreement and
file all certificates, articles or other documents as may be required to be filed in the State of Nevada to effectuate the Merger.


 


Section 4. Expenses. The
Surviving Entity shall pay all the expenses of accomplishing the Merger, including, without limitation, the expenses of each Constituent
Entity incurred in connection with this Agreement and the preparations for carrying this Agreement into effect.


 


Section 5. Abandonment. Anything
herein to the contrary notwithstanding, if the shareholders of any Constituent Entity should determine that for any legal, financial,
economic or business reason deemed sufficient by such shareholders it is not in the best interests of such Entity or their shareholders,
or is otherwise unadvisable or impracticable, to consummate the Merger, then such shareholders may abandon the Merger by directing
the board of directors and officers of such Entity to refrain from executing or filing this Agreement or any certificate, articles
or other documents as may be required to be filed in the State of Nevada to effectuate the Merger, and thereupon this Agreement
shall be void and of no effect. The filing of any certificate, articles or other documents, as may be required to be
filed in the State of Nevada to effect this merger, shall constitute a waiver of any Constituent Entity’s right to abandon
the Merger and shall serve as conclusive evidence that the shareholders of each of the Constituent Entities did not abandon the
Merger and knowingly consummated the Merger.


 


Section 6. Ownership
Interests. The shareholders of the Merged Entity shall receive upon the surrender of the ownership interest in the
Merged Entity held by it an equivalent percentage of the ownership interests of the Surviving Entity, so as to provide no change
in the ownership percentage in the Surviving Entity as a result of the Merger. As a matter of clarification Matt Lee and Sam May
will each exchange 5,000,000 shares of the Merged Entity’s common stock for 15,000,000 shares of the Surviving Entity’s
common stock, whereas the 10,000,000 shares of the Merged Entity and the 30,000,000 shares of the Surviving Entity, each represents
100%, respectively, at the time of the Merger.


 


 


 


 





IN WITNESS WHEREOF, this Agreement has been entered into
by each of the Constituent Entities as of the date first above written.


 


 


SURVIVING ENTITY:


 


Cabinet Grow, Inc.


a Nevada Corporation


 


By:  /s/ Sam May      


Sam May


Its: President and Director


 


 


MERGED ENTITY:


 


Cabinet Grow, Inc.


a California Corporation


 


 


By:  /s/ Matt Lee      


Matt Lee


Its: Secretary and Chairman of the Board