EX-10.1



 Exhibit 10.1 

YA Global Master SPV Ltd. 

September 29, 2015 
 Medbox, Inc. 

600 Wilshire Blvd. Ste. 1500 
 Los Angeles, CA 90017 

Attn: Mr. C. Douglas Mitchell 

    Chief Financial Officer 

Ladies and Gentlemen: 
 Reference is hereby made to that certain
5% Convertible Debenture originally issued April 3, 2015 (the “Debenture”), by Medbox, Inc., a Nevada Corporation (the “Company”) to YA Global Master SPV, Ltd. or its registered assigns (the
“Holder”). 
 Notwithstanding any provisions in the Debenture or those certain Securities Purchase Agreements, dated September 19,
2014 or August 20, 2015, between the Company and the Holder, as amended (the “SPAs”), to the contrary, the Holder and the Company agree that the Holder shall waive its rights pursuant to Sections 6(a)(ix) and 6(a)(xiv) of the
Debenture (and any other debenture issued pursuant to the SPAs) and Section 4.10 of the SPAs with respect to any events that have occurred prior to the date hereof and through October 31, 2015. As consideration for such waiver, the Company
and the Holder hereby amend Section 4(b) of the Debenture as follows: 
 Conversion Price. The conversion price in effect on any
Conversion Date shall be equal to the lower of (a) $0.75, subject to adjustment herein (the “Fixed Conversion Price”), or (b) 51% of the lowest VWAP for the sixty (60) consecutive Trading Days ending on the Trading
Day that is immediately prior to the applicable Conversion Date (the resulting pricing being referred to herein as the “Conversion Price”). All such determinations will be appropriately adjusted for any stock dividend, stock split,
stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of
Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The
exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 

The parties agree that sales of any shares of the Company’s common stock issued to the Holder upon conversion of the Debenture will be made pursuant to
exemptions under the Securities Act of 1933 (the “Act”), such as Rule 144 of the Act, and not pursuant to the registration statement filed with the Securities and Exchange Commission (No. 333-203299) that became effective
June 11, 2015 or any prospectus related thereto. 
 The parties agree that this amendment reflects the mutual agreement of the Company and the Holder.
Except as set forth above, the Debenture shall not be amended or modified and shall remain in full force and effect. Other than as set forth herein, the Holder has not waived, is not waiving any Events of Default (as such term is defined in the
SPAs) which may be continuing on the date hereof or any Events of Default which may occur after the date hereof. 







 The Holder agrees that it will convert the Debenture prior to any other debentures issued by the Company to
Holder. 
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Signatures follow on next page] 







 Please sign below to acknowledge your agreement with the foregoing. 

 

			
	Very Truly Yours,
	
	YA GLOBAL MASTER SPV, LTD.
		
	By:	 	Yorkville Advisors Global, LP
	Its:	 	Investment Manager
		
	By:	 	 /s/ Gerald Eicke

		
	Name:	 	 Gerald Eicke

		
	Title:	 	 Member



 Accepted and Agreed: 
  

			
	MEDBOX, INC.
		
	 By:
	 	 




  

		
	 Name:
	 	 C. Douglas Mitchell

		
	 Title:
	 	 CFO