0001193125-15-119021 Sample Contracts

MEDBOX, INC.
Medbox, Inc. • April 3rd, 2015 • Air-cond & warm air heatg equip & comm & indl refrig equip

This letter memorializes the parties understanding with respect to the waiver of certain closing conditions under the Purchase Agreement with respect to the Fourth Modified Closing and the Fifth Modified Closing as follows:

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MEDBOX, INC. DEBENTURE AMENDMENT AGREEMENT March [13], 2015
Debenture Amendment Agreement • April 3rd, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

Reference is made to the 10% Convertible Debentures due pursuant to that certain Securities Purchase Agreement dated July 21, 2014, as amended effective January 30, 2015 (each a “Debenture,” in the aggregate, the “Debentures”) issued by Medbox, Inc. (the “Company”) to Redwood Management, LLC (the “Holder”).

AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT
Securities Purchase Agreement • April 3rd, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

This Amendment, Modification, and Supplement to the Securities Purchase Agreement (the “Agreement”), dated as of March 24, 2015, is entered into by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (and/or Redwood Fund III Ltd., or Redwood Fund II LLC or RDW Capital LLC) (the “Purchaser”).

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