EXHIBIT 4.17





 


CABINET GROW,
INC.


SECRETARY’S
CERTIFICATE


 


I, Matt Lee, hereby
certify that I am the duly elected, qualified and acting Secretary of Cabinet Grow, Inc., a Nevada corporation (the “Company”),
and I am authorized to execute this Secretary’s Certificate (this “Certificate”) on behalf of the Company.
This Certificate is delivered in connection with that certain Securities Purchase Agreement dated June __, 2014 (the “Purchase
Agreement”), by and between the Company and Chicago Venture Partners, L.P., a Utah limited partnership.


Solely in my capacity
as Secretary, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions
adopted by the Board of Directors of the Company (the “Resolutions”) approving and authorizing the execution,
delivery and performance of the Purchase Agreement and related documents to which the Company is a party on the date hereof, and
the transactions contemplated thereby. Such Resolutions have not been amended, rescinded or modified since their adoption and remain
in effect as of the date hereof.


IN WITNESS WHEREOF,
I have made this Secretary’s Certificate effective as of June 6, 2014.


Cabinet Grow, Inc.


 


 


/s/ Matt Lee                             


Printed Name: Matt Lee           


Title: Secretary




    	 



    	 



    

 


Schedule 1


 


BOARD RESOLUTIONS


 


[attached]


 


 




    	 



    	 



    

CABINET GROW, INC.


RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS


________________________


Effective June __, 2014


________________________


 


APPROVAL OF FINANCING


 


WHEREAS, the Board
of Directors (the “Board”) of Cabinet Grow, Inc., a Nevada corporation (the “Company”), has
determined that it is in the best interests of the Company to seek financing in the amount of up to $1,500,000.00 through the issuance
and sale to Chicago Venture Partners, L.P., a Utah limited partnership (the “Buyer”), of a Secured Convertible
Promissory Note (the “Financing”);


WHEREAS, the terms
of the Financing are reflected in a Securities Purchase Agreement substantially in the form attached hereto as Exhibit A
(the “Purchase Agreement”), a Secured Convertible Promissory Note issued by the Company in the original principal
amount of $1,657,500.00 substantially in the form attached hereto as Exhibit B (the “Company Note”),
a Security Agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”),
a Warrant to Purchase Shares of Common Stock substantially in the form attached hereto as Exhibit D (the “Warrant”),
an Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit E, a Share
Issuance Resolution substantially in the form attached hereto as Exhibit F (“Share Issuance Resolution”),
a Membership Interest Pledge Agreement substantially in the form attached hereto as Exhibit G, two (2) Secured Buyer Notes
made by the Buyer in favor of the Company substantially in the form attached hereto as Exhibit H, two (2) Buyer Notes made
by the Buyer in favor of the Company substantially in the form attached hereto as Exhibit I, certain Stock Pledge Agreements
given by the Company’s stockholders for the benefit of the Buyer substantially in the form attached hereto as Exhibit
J, and all other agreements, certificates, instruments and documents being or to be executed and delivered under or in connection
with the Financing (collectively, the “Financing Documents”); and


WHEREAS, the Board,
having received and reviewed the Financing Documents, believes that it is in the best interests of the Company and the stockholders
to approve the Financing and the Financing Documents and authorize the officers of the Company to execute such documents.


NOW, THEREFORE,
BE IT:


RESOLVED, that the
Financing is hereby approved and determined to be in the best interests of the Company and its stockholders;


RESOLVED FURTHER,
that the form, terms and provisions of the Financing Documents (including all exhibits, schedules and other attachments thereto)
are hereby ratified, confirmed and approved;


RESOLVED FURTHER,
that upon the issuance and delivery thereof in accordance with the Purchase Agreement, the Company Note and the Warrant shall be
duly and validly issued;


RESOLVED FURTHER,
that the Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance
under the Company Note and the Warrant such number of shares of the Company’s common stock required under the Purchase Agreement
(the “Share Reserve”);


RESOLVED FURTHER,
that the fixed number of shares of Common Stock set forth in the Share Issuance Resolution to be reserved by the transfer agent
(the “Transfer Agent Reserve”) is not meant to limit or restrict in any way the resolutions contained herein,
including without limitation the calculation of the Share Reserve under the Purchase Agreement, as required from time to time;


RESOLVED FURTHER,
that each of the officers of the Company be, and each of them hereby is, authorized to instruct the transfer agent to increase
the Transfer Agent Reserve in increments of 1,000,000 shares, from time to time, to correspond to the Share Reserve; provided,
however, that any decrease in the Transfer Agent Reserve will require the prior written consent of the Buyer;


RESOLVED FURTHER,
that in the event of any conflict between these resolutions and the Share Issuance Resolution, these resolutions shall control;


RESOLVED FURTHER,
that upon the issuance and delivery thereof in accordance with the Purchase Agreement, the Company Note and the Warrant; the Conversion
Shares (as defined in the Company Note) and the Warrant Shares (as defined in the Warrant) shall be duly and validly issued, fully
paid and nonassessable;


RESOLVED FURTHER,
that each of the officers of the Company be, and each of them hereby is, authorized to execute and deliver in the name of and on
behalf of the Company, each of the Financing Documents and any other related agreements (with such additions to, modifications
to, or deletions from such documents as the officer approves, such approval to be conclusively evidenced by such execution and
delivery), to conform the Company’s minute books and other records to the matters set forth in these resolutions, and to
take all other actions on behalf of the Company as any of them deem necessary, required, or advisable with respect to the matters
set forth in these resolutions;


RESOLVED FURTHER,
that the Board hereby determines that all acts and deeds previously performed by the Board and other officers of the Company relating
to the foregoing matters prior to the date of these resolutions are ratified, confirmed and approved in all respects as the authorized
acts and deeds of the Company; and


RESOLVED FURTHER,
that all prior actions or resolutions of the Company’s directors that are inconsistent with the foregoing are hereby amended,
corrected and restated to the extent required to be consistent herewith.


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EXHIBITS ATTACHED TO BOARD RESOLUTIONS:


 


		Exhibit	A                 
PURCHASE AGREEMENT



		Exhibit	B                  
COMPANY NOTE



		Exhibit	C                  
SECURITY AGREEMENT



		Exhibit	D                 
WARRANT



		Exhibit	E                  
TRANSFER AGENT LETTER



		Exhibit	F                   
SHARE ISSUANCE RESOLUTION



		Exhibit	G                 
PLEDGE AGREEMENT



		Exhibit	H                 
SECURED BUYER NOTES



		Exhibit	I                    
BUYER NOTES



		Exhibit	J                    
STOCK PLEDGE AGREEMENTS