ITEM
1.01 Entry Into a Material Definitive Agreement.
As
previously disclosed, on January 16, 2018, Indoor Harvest Corp. (the “Company”) entered into an 8% Fixed Convertible
Promissory Note (the “Note”) with Tangiers Global, LLC (the “Lender”), in the aggregate principal amount
of up to $550,000, with an initial principal amount of $82,500, which includes a $75,000 payment of the purchase price to the
Company and a 10% original issue discount (“OID”) in the amount of $7,500.
On
February 13, 2018, the Company and the Lender entered into Amendment #1 to the Note (“Amendment #1”), pursuant to
which the Lender agreed to make a payment to the Company in the amount of $132,000 ($120,000 in cash and $12,000 in OID) under
the Note. The Company agreed that within two months of the payment it would use the proceeds as follows: $22,000 for renewal of
annual contracts for OTC Markets and press releases, $5,000 for a visit to Arizona for a director and officer conference, $7,000
for a new marketing department, $68,000 for two months of general and administrative expenses, and $10,000 for miscellaneous expenses.
On
April 17, 2018, the Company and the Lender entered into Amendment #2 to the Note (“Amendment #2”), pursuant to which
the Lender agreed to make a payment to the Company in the amount of $132,000 ($120,000 in cash and $12,000 in OID) under the Note.
The Company agreed that within two months of the payment it would use the proceeds as follows: $27,000 for estimated audit fees
and $24,000 for estimated attorney fees related to the Company’s Form 10-K and Form S-1/A, and $68,000 for two months of
general and administrative expenses.
On
June 13, 2018, the Company and the Lender entered into Amendment #3 to the Note (“Amendment #3”), pursuant to which
the Lender agreed to make a payment to the Company in the amount of $101,750 ($92,500 in cash and $9,250 in OID) under the Note.
The Company agreed that within one and a half months of the payment it will use the proceeds as follows: $54,000 for general and
administrative expenses, $20,000 for accounting and legal, $7,000 for the annual shareholder meeting and $10,000 for miscellaneous
expenses.
The
foregoing description of Amendment #3 is only a summary of the material terms of Amendment #3, does not purport to be complete,
and is qualified in its entirety by reference to Amendment #3, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.