Item 1.01 Entry into a Material Definitive Agreement.

Third Amendment and Modification of the July 2014 Financing

On July 21, 2014, Medbox, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors (the “July 2014 Investors”) pursuant to which the Company agreed to sell, and the July 2014 Investors agreed to purchase, convertible debentures (the “Debentures”) in the aggregate principal amount of $3,000,000, in three tranches, each in the amount of $1,000,000. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2014. The July 2014 Investors subscribed for an additional $1,000,000 on August 25, 2014, an additional $500,000 on September 24, 2014, and an additional $250,000 on November 24, 2014 (collectively, with the July 21 Debenture, the “Original Debentures”).

On January 30, 2015, the Company and the July 2014 Investors entered into an Amendment, Modification and Supplement to the Purchase Agreement (the “Purchase Agreement Amendment”) pursuant to which the July 2014 Investors will purchase an additional $1,800,000 in seven Modified Closings. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2015.

On March 13, 2015, the Company and the July 2014 Investors entered into a Debenture Amendment Agreement, pursuant to which (1) the conversion price for the Debentures was changed from the lower of $5.00 or 51% of the lowest volume weighted average price (VWAP) for the 20 consecutive trading days prior to the applicable conversion date to the lower of $1.83 or 51% of the lowest VWAP for the 40 consecutive trading days prior to the applicable conversion date; and (2) the due date for the opening of the Portland distillery was changed from March 31, 2015 to April 30, 2015.

On March 27, 2015, the Company and the July 2014 Investors entered into an Amendment to the Purchase Agreement Amendment, effective as of March 24, 2015 (the “Second Amendment”) pursuant to which the July 2014 Investors purchased an additional $1,200,000, for an aggregate additional investment of $3,000,000 under the Purchase Agreement Amendment and Second Amendment, in six Modified Debentures as follows: (1) $200,000 was funded at the Closing of the Purchase Agreement Amendment; (2) $100,000 was funded within thirty (30) days of the Closing of the Purchase Agreement Amendment; (3) $300,000 was funded within two days following the filing of a registration statement with the SEC to register the shares underlying the Debentures (the “Registration Statement”) and of the Company having filed with the SEC a restatement of the Company’s financial statements as described in the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2014 (the “Restatements”) (which such Restatements were filed as of March 16, 2015); (4) $1,000,000 will be funded within two days of the date that the Registration Statement is declared effective by the SEC; (5) $1,000,000 will be funded within five days of the date that the Registration Statement is declared effective by the SEC; and (6) $100,000 will be funded within each of 90, 120, 150, and 180 days from the Closing of the Purchase Agreement Amendment. The additional investments are subject to a warrant instrument granting the July 2014 Investor the right to purchase shares of common stock of the Company equal to the principal amount of the applicable Modified Debenture divided by a price (the “Reference Price”) equal to 120% of the last reported closing price of the Common stock on the applicable closing date of the Modified Debenture, at an exercise price equal to the Reference Price, with a three year term. In connection with the Second Amendment, the Company was also required to open a new dispensary in Portland, Oregon by April 30 2015. With respect to each of the Modified Debentures, the Company will pay a fee to the July 2014 Investors in the amount equal to 5% of the Subscription Amount of the applicable Modified Debenture. The Company filed the Registration Statement on April 9, 2015, and it must be declared effective by July 15, 2015 in order to avoid default and acceleration under the Amended and Restated Debenture.

In addition, on March 13, 16, and 20, 2015, an aggregate of an additional $150,000 of Modified Debentures, were entered into an Amendment to Purchase Agreement Amendment between the Company and the July 2014 Investor and were fully funded by the July 2014 Investor on the same material terms as those set forth above.

On April 24, 2015, the July 2014 Investor and the Company entered into an additional $175,000 of Modified Debentures, as well as an additional Amendment to the Purchase Agreement Amendment (“Second Amendment to Purchase Agreement Amendment”), pursuant to which (1) the conversion price for the Debentures (including the Modified Debetures) was changed from the lower of $1.83 or 51% of the lowest volume weighted average price (VWAP) for the 40 consecutive trading days prior to the applicable conversion date to the lower of $0.88 or 51% of the lowest VWAP for the 40 consecutive trading days prior to the applicable conversion date.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing descriptions of the Second Amendment, the Debenture Amendment Agreement, the Amendment to Purchase Agreement Amendment and the Second Amendment to Purchase Agreement Amendment do not purport to be complete and are qualified in its entirety by reference to the full text of the Second Amendment and Debenture Amendment Agreement which are filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on 8-K, filed with the Commission on April 3, 2015, and to the full text of the Amendment to Purchase Agreement Amendment and Second Amendment to Purchase Agreement Amendment which are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-K, both of which are incorporated herein by reference.

Third Amendment and Modification of the September 2014 Financing via Written Waiver Agreement

On September 19, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “September 2014 Investor”) pursuant to which the Company agreed to sell, and the September 2014 Investor agreed to purchase, convertible debentures (the “Debentures”) in the aggregate principal amount of $2,500,000, in two tranches, the first in the amount of $1,000,000, and the second in the amount of $1,500,000. The initial closing under the Purchase Agreement, for a Debenture in the principal amount of $1,000,000, occurred on September 19, 2014. See the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2014.

On January 28, 2015, the Company and the September 2014 Investors entered into an Amendment, Modification and Supplement to the Purchase Agreement (the “Purchase Agreement Amendment”) pursuant to which the remaining $1,500,000 will be funded in four Modified Closings. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2015.

On April 3, 2015, the parties agreed in a written waiver (the “Written Waiver Agreement”) that the four remaining structured closings would occur as follows: (1) $100,000 was funded on or about January 29, 2015; (2) $100,000 was funded on or about February 24, 2015; (3) $300,000 will be funded upon or in connection with the filing of the Company’s Registration Statement on S-1, registering the common stock underlying the Debentures; and (4) $1,000,000 will be funded within 2 days of the date that such Registration Statement is declared effective. Furthermore, the parties agreed in the written waiver that the conversion price of all Debentures shall be the lower of $1.83 or 51% of the lowest VWAP for the 20 consecutive trading days prior to the applicable conversion date.

On April 24, 2015, the parties agreed in a subsequent written waiver (the “Second Written Waiver Agreement”) stating that (1) an additional new tranche in the principal amount of $100,000 shall be closed on April 24, 2015. Furthermore, the parties agreed in the written waiver that the conversion price of all Debentures shall be the lower of $0.88 or 51% of the lowest VWAP for the 20 consecutive trading days prior to the applicable conversion date.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing description of the Written Waiver Agreement and the Second Written Waiver Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Written Waiver Agreement, which is filed as an exhibit to the Company’s current report on Form 8-K filed with the Commission on April 3, 2015, and to the full text of the Second Written Waiver Agreement which is filed as exhibit 10.3 to this Current Report on Form 8-K, both of which are incorporated herein by reference.