0001185185-14-002552 Sample Contracts

5% CONVERTIBLE DEBENTURE
Medbox, Inc. • September 24th, 2014 • 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 8439 West Sunset, Blvd., Suite 101, West Hollywood, CA 90069, designated as its 5% Convertible Debenture due September 19, 2015 (this Debenture, the “Debenture” and, collectively with the other Debentures of such series, the “Debentures”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 24th, 2014 • 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 September 19, 2014, (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”).

AMENDMENT NO.1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 24th, 2014 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated as of September 19, 2014, is entered into by and among Medbox, Inc., a Nevada corporation (the “Company”), and the Purchasers named on the signature pages hereto.

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