0001193125-15-303387 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 26th, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2015, between Medbox, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).

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5% CONVERTIBLE DEBENTURE DUE AUGUST , 2016
Medbox, Inc. • August 26th, 2015 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS 5% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Convertible Debentures of Medbox, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 600 Wilshire Blvd Suite 1500, Los Angeles, CA 90017, designated as its 5% Convertible Debenture (this Debenture, the “Debenture” and, collectively with the other Debentures of such series, the “Debentures”).

SECURITY AGREEMENT
Security Agreement • August 26th, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of August , 2015, by and among (i) Medbox, Inc., a Nevada corporation (“Medbox” or the “Issuer”), and (ii) any subsidiary and affiliate of the Issuer listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Issuer, the “Grantors”) in favor of , a (the “Secured Party”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August 20, 2015, (the “Effective Date”) between Medbox, Inc., a Nevada corporation (the “Company”), and the Purchaser who has executed the signature page to the Purchase Agreement (the “Purchaser”).

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