Exhibit 10.1

MEDBOX, INC.

DEBENTURE AMENDMENT AND RESTRICTION AGREEMENT

December 24, 2015

Reference is made to the 10% Convertible Debentures due pursuant to (1) that certain Securities Purchase Agreement dated July 21, 2014 (the “ July Purchase Agreement ”), as amended and (2) that certain Securities Purchase Agreement dated August 14, 2015 (the “ August Purchase Agreement ”), and to that certain 10% Convertible Debenture dated July 10, 2015 (each a “ Debenture ,” in the aggregate, the “ Debentures ”) issued by Medbox, Inc. (the “ Company ”) to Redwood Management, LLC, Redwood Fund II LLC, Redwood Fund III Ltd, or RDW Capital, LLC (collectively the “ Holders ” and each a “ Holder ”).

WHEREAS, on or about December 24, 2015, the Debentures set forth on Exhibit A hereto were assigned by a Holder to YA Global Master SPV, Ltd. or an affiliate thereof (such Debentures being referred to herein as the “ Assigned Debentures ” and the Debentures that are not being assigned are referred to herein as the “ Retained Debentures ”).

The Company and the Holders desire to modify the terms of the Retained Debentures as set forth in this Debenture Amendment and Restriction Agreement (the “Agreement”). Accordingly, the Company and the Holders hereby agree as follows:

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Retained Debentures, the July Purchase Agreement, and the August Purchase Agreement.

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) 60 % of the lowest traded price for the 30 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. Notwithstanding the foregoing, in the event that Hudson Street, LLC or an affiliate thereof has not accepted assignment by Redwood Management, LLC of the Debenture under the Securities Purchase Agreement dated August 14, 2015 between the Company and Redwood Management, LLC in the principal amount of $650,000 by February 1, 2016, then the percentage set forth at the beginning of this paragraph shall be changed from 60% to 55%.

Prepayment . At any time upon ten (10) days written notice to the Holder, the Company may prepay any portion of the principal amount of this Debenture and any accrued and unpaid interest. If the Company

exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Debenture and interest multiplied by 130%. The Holder may continue to convert the Debenture from the date notice of the prepayment is given until the date of the prepayment. Notwithstanding the foregoing, prior to June 15, 2016, the Company shall not prepay more than 50% of the principal amount of this Debenture and any accrued and unpaid interest .

The Holders agree that from December 28, 2015, through and including February 21, 2016 (the “ Restriction Period ”), no Holder will convert or assign or transfer any of the Retained Debentures. The Holders further agree that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any conversion, assignment or transfer of Retained Debentures in violation hereof. Any subsequent issuance to and/or acquisition by Holder of debentures or Common Stock or options or instruments convertible into Common Stock will be subject to this Section 3. Notwithstanding the foregoing, in the event that the Holder has not by January 25, 2016 assigned to Hudson Street, LLC, or an affiliate thereof the Debenture under the August Purchase Agreement between the Company and Redwood Management, LLC in the principal amount of $650,000, then the restrictions set forth in this Section 3 shall be lifted, and the principal amount of the promissory note described in Section 4 of this Debenture Amendment shall be reduced to $350,000, and interest shall accrue from such date forward on such principal amount at the interest rate set forth thereunder, and any balance of principal shall be deemed to be forgiven and terminated.

In consideration for the Debenture amendments and the restriction contained in Section 3, the Company shall as of the date hereof issue to Redwood Management, LLC a promissory note in the principal amount of $700,000 in the form and on the terms attached hereto as Exhibit B .

This Debenture Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same agreement.

The effectiveness of this Debenture Amendment and the Promissory Note is conditioned upon complete execution of the Assignment Agreement relating to the Assigned Debentures as set forth in the recitals hereto.

Within the later of ten (10) days following the execution of this Agreement or ten (10) days following the assignment of any Debenture, if applicable, Medbox shall issue to the Holders Debentures representing, in principal amount, the outstanding interest accrued as of the date hereof under the Assigned Debentures. Upon the issuance of such Debentures, each of the original Assigned Debentures shall be automatically deemed terminated with no further action required by any party hereto.

Except as provided in this Agreement, all of the terms and conditions of the Debentures, the July Purchase Agreement, the August Purchase Agreement, and all documents executed in connection therewith shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and the Holders have caused this Debenture Amendment and Restriction Agreement to be signed by their duly authorized officers.

EXHIBIT B

FORM OF PROMISSORY NOTE

[See attached.]

Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED, Medbox, Inc., a Nevada corporation (“ Borrower ”), promises to pay to the order of Redwood Management, LLC (“ Lender ”), the principal sum of Seven Hundred Thousand Dollars ($700,000), pursuant to the terms of this Promissory Note (this “ Note ”), plus interest at the applicable Note Rate (as defined in section 2) from the date hereof until the date such amounts are repaid by Borrower in full.

1. Maturity . The Loan Balance (as defined in section 4(a)) shall be due and payable on October 23, 2016 or such later date as Lender may agree to in writing (the “ Maturity Date ”) unless, prior to such date, this Note shall have been prepaid in full pursuant to section 4.

2. Interest . The principal sum outstanding at any time during the period from the date hereof until the Maturity Date (the “ Term ”) shall bear interest at the rate of ten percent (10%) per annum (the “ Note Rate ”), but in no event more than the maximum interest rate permitted by applicable law. Interest shall be calculated daily on the basis of a 365-day year at the rate equal to the Note Rate, and shall be payable on the Maturity Date (the “ Interest Payment Date ”).

3. Manner of Payment . All payments under this Note shall be made by wire transfer of immediately available funds to an account designated by Lender in writing. Any payment shall be applied when received, first, to the payment of any accrued but unpaid interest and, thereafter, to reduce the principal balance of this Note. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day. As used herein, “ Business Day ” means a day other than Saturday on which banks are generally open for business in the State of California.

4. Prepayment .

(a) In addition to the foregoing, Borrower may, without premium or penalty, at any time and from time to time, prepay all or a part of the accrued and unpaid interest due under this Note (the “ Loan Balance ”) computed to the date of prepayment.

(b) All prepayments apply first to accrued unpaid interest and then to principal.

5. Representations and Warranties . Borrower makes the following representations and warranties in favor of Lender, which representations and warranties shall survive the execution of this Note and shall remain true, accurate and in full force and effect until all obligations of Borrower under this Note have been satisfied and paid in full:

(a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the power and authority to enter into and perform its obligations under this Note; and

(b) Borrower has duly executed and delivered this Note, and this Note is a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their terms.

6. Covenants . Borrower covenants and agrees that, on and after the date hereof, and until the Loan Balance and any other obligations of Borrower hereunder are paid and performed in full and satisfied, Borrower shall pay when due all its payment obligations hereunder, in the manner and at the time and place specified in this Note or otherwise agreed to by Lender in writing.

7. Events of Default . Each of the following events shall constitute an event of default (“ Event of Default ”) under this Note :

(a) Borrower fails to pay any amount due and payable under this Note within five (10) days following Lender notifying Borrower that five (5) days have elapsed after the date such payment was due and payable, whether at the time scheduled for payment thereof or by reason of acceleration or otherwise.

(b) Borrower fails to perform any of the material terms, covenants or provisions of any loan agreement, promissory note or other contract to which Borrower is a party; or

(c) Borrower fails to observe or perform any covenant, obligation, condition or agreement set forth herein.

8. Remedies Upon an Event of Default . Upon the occurrence and during the continuance of an Event of Default, Lender may, by notice to Borrower, declare the entire outstanding principal balance of this Note, together with all accrued interest thereon, immediately due and payable, without presentment, demand, protest or notice of protest of any kind, all of which are hereby expressly waived. To the extent permitted by law, Borrower shall pay Lender all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Lender in the collection of this Note upon any Event of Default. Additionally, Lender shall have the right to demand the issuance of a new note that contains the right convert this Note into shares of Common Stock of the Borrower on the terms and conditions of that certain 10% Convertible Debenture , dated August 14th, 2015 as amended.

9. Obligation for Fees and Expenses . If an Event of Default shall have occurred, Borrower promises to pay all costs and expenses of collection and other costs and expenses incurred by Borrower as a result thereof, including, but not limited to, reasonable attorneys’ fees and other litigation fees incurred by Borrower, whether or not suit is filed hereon.

10. Note Reduction . In the event that the Debenture under the Securities Purchase Agreement dated August 14, 2015 between Borrower and Lender in the principal amount of $650,000 is not assigned to Hudson Street, LLC, or one of its affiliates by January 25, 2016, then in such event the principal amount of this Note shall be automatically reduced to $350,000, and interest shall accrue from such date forward on such principal amount at the interest rate set forth hereunder, and any balance of principal shall be deemed to be forgiven and terminated.

11. No Waiver . The acceptance by Lender of any payments under this Note after the date that such payment is due shall not constitute a waiver of the right to require prompt payment when due of future or succeeding payments or to declare a default as herein provided for any failure to so pay. The acceptance by Lender of the payment of a portion of any installment at any time that such installment is in its entirety due and payable shall not cure such default and shall not constitute a waiver of Lender’s rights to require full payment when due of all future or succeeding installments.

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12. Governing Law . This Note is governed by the laws of the State of Nevada, without regard to conflict or choice of law principles that would result in the application of any law other than the laws of the State of Nevada.

13. Assignment and Delegation . Borrower shall have no right to assign its rights hereunder, to delegate any of its obligations hereunder. Lender shall be entitled to delegate its obligations hereunder and to assign this Note in whole or in part to any person or entity without the consent of Borrower.

14. Remedies Cumulative . If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure will not constitute a waiver of any of Lender’s rights or of any breach, default, or failure of condition under this Note. No waiver by Lender of any of its rights or of any breach, default or failure of a condition under this Note shall be effective unless it is stated in writing signed by Lender. All of Lender’s remedies in connection with this Note or under applicable law shall be cumulative, and Lender’s exercise of any one or more of those remedies will not constitute an election of remedies. Time is expressly made of the essence with respect to every provision this Note.

15. Participation . Borrower understands that Lender may transfer this Note in whole or in part, or sell or grant participation in some or all of Borrower’s indebtedness outstanding under this Note. In connection with any such transaction, Lender may disclose to each prospective and actual transferee, purchaser or participant all documents and information relating to this Note and the indebtedness represented hereby. Lender shall give Borrower notice of any such transfer, sale or grant.

16. Notices . Any notice, demand, consent, approval, direction, agreement or other communication (any “ Notice ”) required or permitted hereunder shall be in writing and shall be validly given and effectively served if mailed by United States mail, first class or certified mail, return receipt requested, postage prepaid, sent by or if sent by verifiable facsimile or e-mail to the Borrower at its address most recently provided to the Lender. Any Notice shall be deemed to have been validly given and effectively served hereunder three (3) days after so mailed or on the business day on which the facsimile or e-mail was sent if delivered during normal business hours, or else on the next succeeding business day. Any person shall have the right to specify, from time to time, as its address or addresses for purposes of this Note, any other address or addresses upon giving three (3) days’ notice thereof to each other person then entitled to receive notices or other instruments hereunder.

17. Waiver of Notice. Borrower and all other parties who at any time may be liable hereon in any capacity hereby waive presentment, demand for payment, protest and notice of dishonor of this Note and any other notice not expressly set forth herein and authorize the Lender hereof, without notice, to grant extensions in the time of payment of and changes in the rate of interest on any monies owing on this Note.

18. Miscellaneous .

(a) The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction.

(b) This Note may not be modified, amended, extended, changed, discharged or terminated except by an agreement in writing signed by the party against whom enforcement of any modification, amendment, extension, change, discharge or termination is sought.

(c) To the extent that Borrower makes a payment or Lender receives any payment or proceeds for Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any

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other party under the United States Bankruptcy Code or any other bankruptcy law, common law or equitable court, then, to such extent, the obligations of Borrower intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender.

(d) IN THE EVENT OF LITIGATION BETWEEN BORROWER AND LENDER OVER ANY MATTER CONNECTED WITH THIS NOTE OR RESULTING FROM TRANSACTIONS HEREUNDER, THE RIGHT TO A TRIAL BY JURY IS HEREBY WAIVED BY BORROWER AND LENDER.

19. Counterparts . This Note may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together comprise but a single instrument.

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

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