INQD Indoor Harvest Corp (CE)

ITEM 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed, on September 14, 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 $170,000, which included a $153,000 payment of the purchase price to the Company and a 10% original issue discount (“OID”) in the amount of $17,000.

On December 13, 2018, the Company and the Lender entered into Amendment #1 to the Note (“Amendment #1”). Amendment #1 is dated December 12, 2018, however, the funds were paid on December 13 and the document was fully executed on December 14. The Lender agreed, pursuant to Amendment #1, to make a payment to the Company in the amount of $171,050 ($155,500 in cash and $15,550 in OID) under the Note. The Company agreed that within two months of the payment it would use the proceeds as follows: $65,000 for general and administrative expenses, $17,500 for HPA Pilot Systems, $25,000 for the audit of the 2018 financial statements, $20,000 for legal expenses, $8,000 for accounting expenses, and $20,000 for the proxy statement and special meeting related to the amendment and restatement of the Company’s certificate of formation.

The foregoing description of Amendment #1 is only a summary of the material terms of Amendment #1, does not purport to be complete, and is qualified in its entirety by reference to Amendment #1, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.