Exhibit 10.4  Execution Copy




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TABLE OF CONTENTS
  
 Section 1.01. Definitions
    
    
    1Section 1.02. General Interpretive Principles
    
    
    11
 
 Section 2.01. Name
    
    
    12Section 2.02. Purposes
    
    
    12Section 2.03. Principal Place of Business
    
    
    12Section 2.04. Registered Office; Filings
    
    
    12Section 2.05. Ownership of Property
    
    
    12Section 2.06. Liability of Members
    
    
    12Section 2.07. Effectiveness; Term
    
    
    12
 
 Section 3.01. Capital Contributions
    
    
    13Section 3.02. Interest Certificates
    
    
    14Section 3.03. Guarantees
    
    
    16Section 3.04. Additional Contributions
    
    
    16Section 3.05. Withdrawal of Capital; Limitation on Distributions
    
    
    17Section 3.06. Capital Accounts
    
    
    17Section 3.07. Admission of New Members
    
    
    19Section 3.08. Class B Interests
    
    
    19
 
 Section 4.01. Allocation of Profits and Losses
    
    
    20Section 4.02. Tax Allocation
    
    
    21
 
 Section 5.01. Distributions
    
    
    21Section 5.02. Form of Distributions
    
    
    22Section 5.03. Limitations on Distribution
    
    
    22Section 5.04. Distributions Upon Liquidation
    
    
    23




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TABLE OF CONTENTS (Contd.)
  Section 5.05. Redemption of Eligible Class B Vested Interests
    
    
    23Section 5.06. Forfeiture of Class B Interests
    
    
    23
 
 Section 6.01. Board of Managers
    
    
    23Section 6.02. Officers
    
    
    24Section 6.03. Certain Specified Matters Requiring Approval
    
    
    25Section 6.04. Meetings of the Board of Managers; Quorum and Majority Requirements
    
    
    28Section 6.05. Compensation, Reimbursement and Expenses
    
    
    29Section 6.06. Liability of the Board of Managers and Officers
    
    
    30
 
 Section 7.02. Company Records; Tax Matters
    
    
    30Section 7.03. Reports
    
    
    32Section 7.04. Confidentiality
    
    
    33Section 7.05. No Obligations of the McDonalds System
    
    
    33Section 7.06. Non-Competition
    
    
    34Section 7.07. Approval of Location of DVD Kiosks
    
    
    35
 
 Section 8.01. Restriction on Transfers of Interests
    
    
    36Section 8.02. Conditions to Transfers of Interests
    
    
    37Section 8.03. Withdrawal
    
    
    38Section 8.04. Preemptive Rights
    
    
    38Section 8.05. Right of First Refusal; Tag-Along Right
    
    
    40Section 8.06. Buy-Sell Agreement
    
    
    42Section 8.07. Certain Rights of Holders of Class B Vested Interests in Certain Organic Changes of the Company
    
    
    45Section 8.08. Transactions to Which Transfer Restrictions Do Not Apply
    
    
    47Section 8.09. Public Offerings
    
    
    47Section 8.10. Coinstar Option
    
    
    48
 
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TABLE OF CONTENTS (Contd.)
  Section 9.01. Dissolution Events
    
    
    49Section 9.02. Winding-Up
    
    
    49Section 9.03. Negative Capital Accounts
    
    
    50Section 9.04. Rights of the Members
    
    
    50Section 9.05. Notice of Dissolution
    
    
    50Section 9.06. Termination of the Company
    
    
    50Section 9.07. Reasonable Time for Winding-Up
    
    
    50
 
 Section 10.01. Indemnification
    
    
    51Section 10.02. Duration
    
    
    52
 
 Section 11.01. Members Holding Class A Interests
    
    
    52Section 11.02. Members Holding Class B Interests
    
    
    53Section 11.03. Recognition of Coinstars Rights
    
    
    53
 
 Section 12.01. Waiver and Amendment
    
    
    54Section 12.02. Severability
    
    
    54Section 12.03. Notices
    
    
    54Section 12.04. Labels and Headings
    
    
    56Section 12.05. Governing Law; Venue; Service of Process; Waiver of Jury Trial
    
    
    56Section 12.06. Third Party Rights
    
    
    57Section 12.07. Binding Effect
    
    
    57Section 12.08. Construction of Agreement; Entire Agreement
    
    
    57Section 12.09. Counterparts
    
    
    57
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THIRD AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 REDBOX AUTOMATED RETAIL, LLC
 Agreement Company Ventures GAM Coinstar GARB
  LLC Interest Purchase Agreement
   ARTICLE I
 DEFINITIONS
 Definitions
 Act Del Code et seq
 Action
 1




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Affiliate provided however
 Agreement
 Appraiser
 Approved Plan of Liquidation
 Article 8
 Board of Managers
 Business Day
 Buy-Sell Notice
 Capital Account
 Capital Contribution
 Certificate
 Class A Interest Certificate
 Class A Interests
 Class A Ownership Percentage
 Class B Interest Certificate
 2




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Class B Interests
 Class B Ownership Percentage
 Class B Vested Interest
 Code
 Coinstar
 Coinstar Agency Agreement
 Coinstar Option
 Company
 Contributed DVD Kiosks
 Contribution Value
 Depreciation provided however
 3




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Distribution
 Drag Along Option
 DVD Kiosks
 EBITDA
 Eligible Class B Vested Interests
 Eligible REEIP Class B Vested Interests
 ERISA
 Federal Bankruptcy Code
 Fiscal Year provided
 Funding Milestones
 GAM
 4




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GARB
 GARB Members
 Governmental Entity
 Indemnified Losses
 Indemnified Party
 Interests
 IRS
 Issuance Notice
 Liability Liabilities
 Lien
 Liquidator
 LLC Interest Pledge Agreement
 5




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LLC Interest Purchase Agreement
 McDonalds System
 McDonalds USA
 Member
 Member Nonrecourse Debt
 Member Nonrecourse Deductions
 Net Cash Flow
    reduced
     New Securities
 6




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Non-Transferring Members
 Offeree Party
 Offering Party
 Organic Change
 Original Stated Value
 Ownership Percentage
 Participation Notice
 Partner Brands provided
 Percentage Preferred Return
 7




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Permitted Liens provided
 Person
 Preemptive Right Holder
 Preferred Return
 Proceeding
 Profits Losses
     8




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Property
 Purchaser
 Redeemed Employee
 REEIP provided
 REEIP Capital Account
 REEIP Class B Interest Award Agreement
 REEIP Class B Interests
 REEIP LLC Agreement
 Regulations
 Related Party Transactions
 9




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Reply Notice
 Representatives
 Residual Amount
 Sale Notice
 Sale Purchaser
 Sale Reply Notice
 Secretary
 Securities Act
 Share Purchase Agreement
 Stated Value
 Subsidiary
 Tagging Holder
 Tax Taxes
 10




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ad valorem
 Tax Matters Partner
 Tax Payments
 Test Markets
 Transfer
 Transfer Provisions
 Transferor
 Transferors Notice
 Transferred Class A Interests
 Transferring Members
 Ventures
 Ventures Agency Agreement
 General Interpretive Principles
 11




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ARTICLE II
 ORGANIZATION
 Name provided
 Purposes
 Principal Place of Business
 Registered Office; Filings
 Ownership of Property
 Liability of Members
 Effectiveness; Term
 12




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ARTICLE III
 COMPANY CAPITAL
 Capital Contributions
 Contributed DVD Kiosks provided however
   13




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Interest Certificates
  (i)
    
    3,594,409 Class A Interests are held by Ventures;(ii)
    
    4,257,000 Class A Interests are held by Coinstar;(iii)
    
    738,380 Class A Interests are held by GAM; and(iv)
    
    410,211 Class A Interests are held by GARB.
 provided provided further
    14




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provided however
 Transfer Provisions Del. C. et seq Article
8
   SECURITIES ACT LIMITED LIABILITY COMPANY
AGREEMENT
  15




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SECURITIES ACT LIMITED LIABILITY COMPANY
AGREEMENT
  PLEDGE
AGREEMENT
 Guarantees provided however
 Additional Contributions
  16




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Withdrawal of Capital; Limitation on Distributions
 Capital Accounts
      17




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Funding Milestones
   18




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Admission of New Members
 Class B Interests provided however
 19




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ARTICLE IV
 ALLOCATIONS
 Allocation of Profits and Losses
    20




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Tax Allocation
 ARTICLE V
 DISTRIBUTIONS
 Distributions
 provided
 21




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Tax Payments
 Form of Distributions
 Limitations on Distribution
 22




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Distributions Upon Liquidation
 Redemption of Eligible Class B Vested Interests Redeemed
Employee
 Forfeiture of Class B Interests
 ARTICLE VI
 MANAGEMENT AND OPERATION OF THE COMPANY
 Board of Managers
 Board of Managers ab initio provided
 23




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Representatives
   Officers
   24




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Certain Specified Matters Requiring Approval
      provided
      25




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26




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provided
 provided however
           27




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Meetings of the Board of Managers; Quorum and Majority Requirements
 Secretary
  28




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Compensation, Reimbursement and Expenses
   29




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Liability of the Board of Managers and Officers
    ARTICLE VII
 CERTAIN OTHER AGREEMENTS OF THE MEMBERS
 Reasonable Best Efforts
 Company Records; Tax Matters
 provided however
 30




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Tax
Matters Partner provided
   31




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Example 29
 Reports
   32




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Confidentiality provided however
 No Obligations of the McDonalds System
 McDonalds System
  33




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Non-Competition
 provided however provided further
 34




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provided
 provided
   Approval of Location of DVD Kiosks
  35




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provided provided further
 ARTICLE VIII
 TRANSFERS; WITHDRAWALS AND RELATED RIGHTS
 Restriction on Transfers of Interests
 provided however provided further
 Transfer provided
 36




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provided provided further provided further
   ab initio
   provided
 ab initio
 Conditions to Transfers of Interests
  37




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Withdrawal
 Preemptive Rights
 Preemptive Right Holder
 38




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New Securities New Securities
       Issuance Notice Participation Notice
  39




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provided
 Right of First Refusal; Tag-Along Right
 Transferor Purchaser Transferors Notice Non-Transferring Members
 Reply Notice
  provided
 40




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provided provided
 provided provided further
 41




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provided
  Buy-Sell Agreement
 Offering
Party Buy-Sell Notice Offeree
Party
 42




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provided
 43




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provided
 provided provided provided
 44




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Appraiser
 provided however
 Certain Rights of Holders of Class B Vested Interests in Certain Organic
Changes of the Company
 Transferring Members Sale Purchaser Sale Notice
 45




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Drag Along Option
 Sale Reply Notice Tagging Holder
 provided
 46




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provided
   Transactions to Which Transfer Restrictions Do Not Apply provided however provided further
 Public Offerings
 47




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Coinstar Option Coinstar Option Transferred Class A Interests
 48




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ARTICLE IX
 DISSOLUTION
 Dissolution Events
    Winding-Up
 provided Liquidator Residual Amount Approved Plan of Liquidation
  49




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provided
 Negative Capital Accounts
 Rights of the Members
 Notice of Dissolution
 Termination of the Company
 Reasonable Time for Winding-Up
 50




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ARTICLE X
 INDEMNIFICATION
 Indemnification
 Indemnified Party Indemnified
Losses
 Action provided
 51




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Duration
 ARTICLE XI
 REPRESENTATIONS AND WARRANTIES
 Members Holding Class A Interests
        52




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Members Holding Class B Interests
 Recognition of Coinstars Rights provided
 53




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ARTICLE XII
 MISCELLANEOUS
 Waiver and Amendment provided provided further
 Severability
 Notices
  
  
 54




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th
  th
 th
 55




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th
  
  th
  
   Labels and Headings
 Governing Law; Venue; Service of Process; Waiver of Jury Trial
 56




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Third Party Rights
 Binding Effect
 Construction of Agreement; Entire Agreement
 Counterparts
 57




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REDBOX AUTOMATED RETAIL, LLCBy:
    
    /s/ Gregg KaplanName: Gregg KaplanTitle: Chief Executive OfficerMCDONALDS VENTURES LLCBy:
    
    /s/ Chris CatalanoName: Chris CatalanoTitle: Vice President and Chief Investment OfficerGETAMOVIE, INC.By:
    
    /s/ Chris CatalanoName: Chris CatalanoTitle: Vice President and Chief Investment OfficerCOINSTAR, INC.By:
    
    /s/ Brian TurnerName: Brian TurnerTitle: Chief Financial OfficerGARB, LLCBy:
    
    /s/ Michael DeLazzerName: Michael DeLazzerTitle: President




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REDBOX EMPLOYEE EQUITY INCENTIVE PLAN, LLCBy:
    
    McDonalds Ventures, LLCits Managing MemberBy:
    
    /s/ Chris CatalanoName: Chris CatalanoTitle: Vice President and Chief
Investment OfficerBy:
    
    Coinstar, Inc.its Managing MemberBy:
    
    /s/ Brian TurnerName: Brian TurnerTitle: Chief Financial Officer