EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT 
 TO

 VOTING AGREEMENT 

THIS SECOND AMENDMENT TO VOTING AGREEMENT
(this “Amendment”) is made and entered into as of August 21, 2015, by and among Medbox, Inc., a Nevada corporation (the “Company”), P. Vincent Mehdizadeh (“VM”), an
individual, PVM International, Inc., a California corporation (“PVM”), and Vincent Chase, Incorporated, a California corporation (“VC”) (VM, PVM and VC are sometimes collectively referred to herein as
the “VM Group”) and Ned L. Siegel (“Siegel”), Mitch Lowe (“Lowe”) and Jennifer Love (“Love”, and collectively with Siegel and Love, the “SLLM
Group”). The VM Group and the SLLM Group are together sometimes referred to herein as the “Parties”). 

RECITALS 

WHEREAS, the Company, the VM group, the SLLM Group, Guy Marsala (now a former director) and the Company entered into that certain
Voting Agreement dated January 21, 2015, as amended by that certain First Amendment to Voting Agreement dated August 11, 2015 (as so amended, the “Voting Agreement”); 

WHEREAS, the parties desire to amend the Voting Agreement in certain additional respects and to provide for a further extension of the
term of the Voting Agreement; 
 For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree, as follows: 
  

	1.	AMENDMENT. 

 1.1 Section 3.3 of the Voting Agreement is hereby amended and
restated in its entirety as follows: 
 “3.3 TERMINATION. This Agreement shall continue in full
force and effect from the date hereof through January 20, 2016 and is not terminable for any reason prior to such date (the “Expiration Date”); provided that this Agreement shall terminate if all of the SLLM Group shall
have resigned as Directors. The Expiration Date shall be extended to July 20, 2018, provided that the Company shall make the following pre-payments on that certain Promissory Note dated June 30, 2015 in the original principal amount of
$628,877.21 made by the Company in favor of PVM (the “Note”) consisting of (i) three equal payments of principal in the amount of $82,220, together with accrued and unpaid interest on the Note, payable on each of
August 24, 2015, August 31, 2015 and September 8, 2015 and (ii) one final payment on September 14, 2015 equal to the remaining principal and accrued and unpaid interest due under the Note.” 







 1.2 Except as provided in Section 1.1, the Voting Agreement remains in full force and
effect, without amendment or modification. 
  

	2.	APPOINTMENT OF ADDITIONAL DIRECTOR UNDER SETTLEMENT AGREEMENT. 

 As additional
consideration, the VM Group shall forebear from exercising their rights under Section 4 of the Settlement Agreement dated January 21, 2015, among the Company and the VM Group, to appoint a director to Medbox until the Expiration Date, as
extended by this Agreement. 
  

	3.	SHAREHOLDER CONSENT AND CANCELLATION OF CERTAIN STOCK 

 As additional consideration, the
VM Group hereby (a) agrees to execute a shareholder written consent amending the rights and preferences of the Company’s Series A Preferred Stock in certain respects in the form attached hereto as Exhibit A (the “Consent”). 

 

	4.	MISCELLANEOUS. 

 4.1 AMENDMENT OR
WAIVER. This Amendment its provisions may not be amended, modified or waived except in a writing signed by the Parties. 

4.2 SUCCESSORS. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective heirs,
successors, assigns, administrators, executors and other legal representatives. 
 4.3 ENTIRE
AGREEMENT. This Amendment represents the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and therein. Notwithstanding the foregoing, this Section 3.3 shall not apply with regard to any agreements to which any Director is a party with the Company or
with any member of the VM Group. 
 4.4 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each
of which will be deemed an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed by facsimile, PDF or TIF signatures. 

  
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 The parties hereto have executed this Amendment as of the date first above written. 

 

			
	THE COMPANY:
	
	MEDBOX, INC.
		
	By:	 	 /s/ C. Douglas Mitchell

		 	Its: Chief Financial Officer
	
	THE VM GROUP:
	
	PVM INTERNATIONAL, INC.
		
	By:	 	 /s/ P. Vincent Mehdizadeh

		 	Its: CEO
	
	VINCENT CHASE, INC.
		
	By:	 	 /s/ P. Vincent Mehdizadeh

		 	Its: CEO
	
	 /s/ P. Vincent Mehdizadeh

	P. Vincent Mehdizadeh

  

	
	THE SLLM GROUP:
	
	 /s/ Ned L. Siegel

	Ned L. Siegel
	
	 /s/ J. Mitchell Lowe

	Mitch Lowe
	
	 /s/ Jennifer Love

	Jennifer Love


  
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 EXHIBIT A 

FORM OF CONSENT OF STOCKHOLDERS 

OF 
 MEDBOX, INC. 

TO TAKE ACTION WITHOUT A MEETING 

August 21, 2015 
 The
undersigned, being stockholders holding a majority of the total voting power and a majority of the voting power of the Series A Convertible Preferred Stock of Medbox, Inc., a Nevada corporation (the “Corporation”), do hereby adopt and
consent to the adoption of the following preambles and resolutions, pursuant to Section 78.320 of Nevada Revised Statutes: 
 WHEREAS, the Board of
Directors has deemed it advisable and in the best interest of the Corporation to amend its Articles of Incorporation as provided below; 
 NOW, THEREFORE,
BE IT RESOLVED: Sections IV and V of ARTICLE SIX(TH) of the Articles of Incorporation shall be amended in their entirety to read as set forth on Exhibit A hereto; and 

RESOLVED FURTHER: The directors and officers of the Corporation are authorized to execute all documents and take all actions necessary to amend the Articles
of Incorporation as set forth above. 
 This consent may be executed in multiple counterparts, all of which taken together, shall constitute one and the
same instrument. A facsimile or electronically executed counterpart of this consent shall be effective to bind the parties executing the same to the terms of this consent. 

(Remainder of this page intentionally left blank) 







 IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first above
written. 
  

			
	PVM INTERNATIONAL, INC.
		
	By:	 	
	
	  

	P. Vincent Mehdizadeh, President
	
	VINCENT CHASE, INC.
		
	By:	 	
	
	  

	P. Vincent Mehdizadeh, President
	
	  

	P. Vincent Mehdizadeh









 EXHIBIT A 

IV. Voting Rights. Except as otherwise required by law, the holders of Series A Preferred Stock (voting on an as converted basis) and the
holders of Common Stock shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote. 

V. Covenants. 

A. In addition to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, do any of the following; 

1. take any action which would adversely alter or change the rights, preferences, privileges or restrictions of the Series A
Preferred Stock or increase the number of shares of such Series A Preferred Stock authorized hereby; 
 2. make any changes
to the terms of the Series A Preferred Stock; 
 3. create any new class of shares having preferences over or being on a
parity with the Series A Preferred Stock as to dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of all Series A Preferred Stock
then outstanding; or 
 4. make any payment of dividends or other distributions or any redemption or repurchase of option or
warrants to purchase stock of the Corporation, except for repurchases of options or stock issued under an equity incentive plan approved by the Board.