0001193125-15-197622 Sample Contracts

THIRD AMENDMENT TO AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT Dated May 15, 2015
Securities Purchase • May 22nd, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

The undersigned parties hereby amend that certain Amendment, Modification and Supplement to the Securities Purchase Agreement, dated as of March 24, 2015, as amended on April 8, 2015 and April 24, 2015, (the “Amendment”) by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (also acting on behalf of Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC) (the “Purchaser”) as of the date hereof as follows:

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MEDBOX, INC.
Medbox, Inc. • May 22nd, 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 Fifth Modified Closing and a clarification of the total amount of the Fifth Modified Closing.

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