INDOOR HARVEST CORP. (OTCMKTS:INQD) Files An 8-K Entry into a Material Definitive Agreement

INDOOR HARVEST CORP. (OTCMKTS:INQD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 14, 2016 (the Closing Date), Indoor Harvest Corp (the
Company, we, us, our) entered into a securities purchase
agreement (the Securities Purchase Agreement) with Firstfire
Global Opportunities Fund, LLC, a Delaware limited liability
Company (the Buyer) relating to the issuance and sale (the
Offering) of (i) the note (the Note) of $137,500 in aggregate
principal amount including $125,000 actual payment of purchase
price (the Purchase Price) plus a 10% original issue discount
(the Principal Amount)

Convertible Note

On the Closing Date, the Company issued a Note in the aggregate
$137,500 in face value, which will, by the principal terms,

	Carry an interest (the Interest) on the unpaid principal amount at the rate of 8% per annum. Interest all commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the actual number of days elapsed. Any Principal Amount or Interest which is not paid when due shall bear interest at the rate of 15% per annum from the due date until the same is paid (the Default Interest);
	Mature on June 14, 2017 and may be prepaid in whole or in part except otherwise explicitly set forth in the Note. If the Borrower exercises its right to prepay or repay the Note, the Borrower shall make payment to the Holder of an amount in cash (the Optional Prepayment Amount) equal to the sum of 125% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any.
	Are unsecured but shall be a senior obligation of the Company, with priority over all existing and future indebtedness of the Company as provided for in the Note;
	Convert into shares of common stock of the Company, par value per share $0.001 (the Common Stock) at Buyers option, provided that such conversion shall not result in beneficiary ownership by Buyer and its affiliates of more than 4.99% of the then outstanding shares of Common Stock unless such conversion limitation is waived by Buyers notice to the Company at least 60 days prior to the conversion; and
	Convert into shares of Common Stock at a price equal to $0.30 (the Fixed Conversion Price); provided, however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price or (ii) 55% multiplied by the lowest sales price of the Common Stock in a public market during the ten (10) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a Notice of Conversion (as defined in the Note).

Events of Default

Under the Notes, the occurrence of any of the following events,
among others, shall be considered as an Event of Default, that:

	the Company fails to maintain a listing of its Common Stock on at least one of OTCBB, OTCQB, Nasdaq or NYSE , (the List Date);
	the Company fails to comply with the reporting requirements of the 1934 Act and/or ceases to be subject to the reporting requirements of the 1934 Act;
	the restatement of any financial statements for any date or period from 2 years prior to the Closing Date and until this Note is no longer outstanding results in a material adverse effect on the rights of the Buyer;
	the DTC places a chill on any of the Companys securities;
	the Companys Common Stock becomes not eligible for trading through the DTCs FAST Automated Securities Transfer or Deposit/Withdrawal at Custodian programs;
	the Borrower (i) issues shares of Common Stock to an equity line of credit of the Company (whether now existing or entered into in the future) at a price below $0.50 per share or (ii) adjusts downward the floor price at which shares of Common Stock can be issued under an equity line of credit (whether now existing or entered into in the future).

Subject to applicable cure periods and delivery of written notice
to the Company if applicable, the Notes shall become immediately
due and payable upon occurrence of an Event of Default and the
conversion price shall be adjusted as set forth in the Notes if
applicable.

Right of Participation in Subsequent
Offering

to the Securities Purchase Agreement, as long as the Note is
outstanding, the Company will not offer, sell, grant any option
to purchase, or otherwise dispose of any of its or its
Subsidiaries debt, equity or equity equivalent securities ( any
such offer, sale, grant, disposition or announcement being
referred to as a Subsequent Placement), unless the gross proceeds
of a Subsequent Placement is $1.0 million or greater, provided
that the Company shall offer to issue and sell to or exchange
with the Buyer at least 50% of the securities offered in the
Subsequent Placement and comply with Section 4(d) of the
Securities Purchase Agreement.

Listing.

The Company will, so long as the Buyer owns any of the
Securities, maintain the listing and trading of its Common Stock
on the OTCBB or any equivalent replacement exchange or electronic
quotation system (including but not limited to the Pink Sheets
electronic quotation system) and will comply in all respects with
the Companys reporting, filing and other obligations under the
bylaws or rules of the Financial Industry Regulatory Authority
(FINRA) and such exchanges, as applicable.

Use of Proceeds

The Company shall use the proceeds for general working capital
purposes and not for the repayment of any indebtedness owed to
officers, directors or employees of the Company or their
affiliates or in violation or contravention of any applicable
law, rule or regulation.

The foregoing description of the Securities Purchase Agreements
and Notes (collectively, the Offering Documents) are only a
summary of their material terms, does not purport to be complete
and is qualified in its entirety by reference to such documents.
A copy of each of the Offering Documents is filed as Exhibits
10.1, 10.2, 10.3 and 10.4 respectively, to this current report on
Form 8-K.

Important Notice regarding the
Notes

The Notes have been included as exhibits to this Current
Report on Form 8-K to provide investors and security holders with
information regarding their terms. They are not intended to
provide any other financial information about the Company. The
representations, warranties and covenants contained in the Notes
were made only for purposes of those agreements and as of
specific dates; were solely for the benefit of the parties to the
Notes; may be subject to limitations agreed upon by the parties,
including being qualified by disclosures made for the purposes of
allocating contractual risk between the parties to the Notes
instead of establishing these matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants
or any description thereof as characterizations of the actual
state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Notes, which
subsequent information may or may not be fully reflected in
public disclosures by the Company.

Item 2.03 Creation of a Direct Financial Obligation or
and Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity
Securities

The information set forth under Item 1.01 above is incorporated
by reference into this Item 3.02.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibits

10.1	FirstFire Securities Purchase Agreement dated December 14, 2016
10.2	FirstFire Form of Senior Convertible Promissory Note

About INDOOR HARVEST CORP. (OTCMKTS:INQD)
Indoor Harvest Corp. is a design-build contractor for the vertical farming and indoor farming industry. The Company’s principal lines of business are engineering, procurement and construction services, as well as manufactures a range of indoor farming fixtures and equipment. It provides production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (CEA) and Building Integrated Agriculture (BIA). Its technologies include greenhouse production, hydroponics, aquaculture, aquaponics and aeroponics. It offers a vertical farm racking system with integrated light emitting diode (LED) lighting. Its vertical farm racking system is used for both aeroponic and hydroponic layered crop production within a CEA or BIA operation. It offers services under the Indoor Harvest brand. Its products include Indoor Harvest Modular HP-Aeroponics Platform, Indoor Harvest Shallow Raft VFRack Platform and Indoor Harvest Low Tide VFRack Platform. INDOOR HARVEST CORP. (OTCMKTS:INQD) Recent Trading Information
INDOOR HARVEST CORP. (OTCMKTS:INQD) closed its last trading session down -0.011 at 0.411 with shares trading hands.