SECOND AMENDMENT TO AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT Dated April 24, 2015

Exhibit 10.2

SECOND AMENDMENT TO

AMENDMENT, MODIFICATION, AND SUPPLEMENT TO

SECURITIES PURCHASE AMENDMENT

Dated April 24, 2015

The undersigned parties hereby amend that certain Amendment, Modification and Supplement to the Securities Purchase Agreement, dated as of March 24, 2015, as amended on April 8, 2015, (the “Amendment”) by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (also acting on behalf of Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC) (the “Purchaser”) as of the date hereof as follows:

1. The parties agree and acknowledge that on or about April 24, 2015, an additional Tranche in the aggregate Principal Amount of $175,000 was closed and is be deemed to be a separate, “Modified Closing” under the Amendment.

2. The Parties agree and acknowledge that the Fixed Conversion Price of all Debentures pursuant to Section 4(b)(a) thereof is $0.88 as a result of Dilutive Issuances under Section 5(b) of the Debentures.

All other figures, terms and conditions in the Amendment shall remain unchanged.

This amendment may be executed in counterpart, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party.

		MEDBOX, INC.
		By:
		Name:		Xxxx Xxxxxxxx
		Title:		Chief Financial Officer
REDWOOD MANAGEMENT, LLC (on behalf of itself and Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC)
		By:
		Name:		Xxxx XxXxxxxx
		Title:		Manager