INDOOR HARVEST CORP. 0000 Xxxx Xxxxxxx Xxxxx X Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxx e-mail: xxxxxxx@xxxxxxxxxxxxx.xxx If to the Buyer: FirstFire Global Opportunities Fund L.L.C 0000 0xx Xxx Xxxxx 000 Xxx Xxxx, XX 00000 With a copy by e-mail only to (which copy shall not constitute notice): ELLENOFF XXXXXXXX & SCHOLE LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxxxxxx, Esq. e-mail: xxxxxxxxxxx@xxxxxx.xxx
INDOOR HARVEST CORP. Issuance Date: March 22, 2017 Total Face Value of Note: $550,000 Initial Consideration: $250,000 Initial Original Issue Discount: $25,000 Initial Principal Sum Due: $275,000 This Note is a duly authorized Fixed Convertible Promissory Note of Indoor Harvest Corp. a corporation duly organized and existing under the laws of the State of Texas (the “Company”), designated as the Company's 8% Fixed Convertible Promissory Note in the principal amount of $550,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the “Effective Date”). For Value Received, the Company hereby promises to pay to the order of Tangiers Global, LLC or its registered assigns or successors-in-interest (the “Holder”) the Principal Sum of $550,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 8% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein have not been repaid or converted into the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. Upon the execution of this Note the sum of $250,000 shall be remitted and delivered to the Company, and $25,000 shall be retained by the Purchaser through an original issue discount (the “OID”) for due diligence and legal bills related to this transaction. The OID is set at 10% of any consideration paid. The Holder may pay additional Consideration to the Company in such amounts and at such dates (each, an “Additional Consideration Date”) as Holder may choose in its sole discretion. The Principal Sum due to Holder shall be prorated based on the Consideration actually paid by Holder (plus the “guaranteed” interest and 10% OID, both which are prorated based on the Consideration actually paid by the Holder, as well as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this Note. The Maturity Date is eight months from the Effective Date of each payment (the “Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. In addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2.00(a), additional interest will accrue from...
INDOOR HARVEST CORP. 0000 Xxxx Xxxxxxx Xxxxx X Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxx e-mail: xxxxxxx@xxxxxxxxxxxxx.xxx If to the Buyer: ROCKWELL CAPITAL PARTNERS INC 000 X Xxxxxx Xx XXX 0000 Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx email: xxxxxxxxx@xxxxxxxxxx.xxx Attn: Xxxxxxxx X. Xxxxxxxxxx, Esq. e-mail: xxxxxxxxxxx@xxxxxx.xxx
INDOOR HARVEST CORP. By: Name: Xxxx Xxxxx Title: Chief Innovation Officer Alamo CBD: ALAMO CBD, LLC By: Name: Xx. Xxxx Xxxxxxx Title: Chief Executive Officer The Members: Name: Xxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxx SCHEDULE A Members of Alamo CBD, LLC Name and Address of Member Tax ID Number of Member (if Applicable) Number of Alamo CBD Interests Being Exchanged Number of Shares of Indoor Harvest Stock to be Received by Member Xx. Xxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 00000 41.5% 10,491,211 Xxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx, Xxxxx, Xxxxx 00000 41.5% 10,491,211 Xxxxxxx Xxxxxx 0000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx 00000 10.0% 2,528,003 Xxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 5.0% 1,264,001 Xxxx Xxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 2.0% 505,601 Totals: 100% 25,280,027
INDOOR HARVEST CORP. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Innovation Officer Acquisition Subsidiary: ALAMO ACQUISITION LLC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Innovation Officer Alamo CBD: ALAMO CBD, LLC By: /s/ Xx. Xxxx Xxxxxxx Name: Xx. Xxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE A SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of April 20, 2017 by and among Alamo CBD, LLC, a Texas limited liability corporation (“Alamo CBD”), the members of Alamo CBD, each of whom are listed on Schedule A hereto (each a “Member,” and collectively, the “Members”), and Indoor Harvest Corp., a Texas corporation (“Indoor Harvest”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
INDOOR HARVEST CORP. Date By: Name: Xxxx Xxxxx Title: Chief Innovation Officer Alamo CBD: ALAMO CBD, LLC By: Name: Xx. Xxxx Xxxxxxx Title: Chief Executive Officer The Members: Name: Xxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxx SCHEDULE B Alamo Surviver Members Name and Address of Alamo Member Tax ID Number of Alamo Surviver Member (if Applicable) Number of Alamo Surviver Interests Being Exchanged Number of Shares of Indoor Harvest Stock to be Received by Alamo Surviver Member Xx. Xxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 00000 39.0 % 2,957,763 Xxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx, Xxxxx, Xxxxx 00000 39.0 % 2,957,763 Xxxxxxx Xxxxxx 0000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx 00000 10.0 % 758,401 Xxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 10.0 % 758,401 Xxxx Xxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 2.0 % 151,680 Totals: 100 % 7,584,008 SCHEDULE C Alamo Surviver Members Name and Address of Alamo Member Tax ID Number of Alamo Member (if Applicable) Number of Alamo Surviver Interests Being Exchanged Cash or Indoor Harvest Stock Value to be Received by Alamo Surviver Member Cash Value of Indoor Harvest Stock to be Received by Alamo (Check title of this column) Xx. Xxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 00000 39.0 % $ 975,000 $ 3,315,000 Xxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx, Xxxxx, Xxxxx 00000 39.0 % $ 975,000 $ 3,315,000 Xxxxxxx Xxxxxx 0000 X. Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx 00000 10.0 % $ 250,000 $ 850,000 Xxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 10.0 % $ 250,000 $ 850,000 Xxxx Xxxx 0000 Xxxxxxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 2.0 % $ 50,000 $ 170,000 Totals: 100 % $ 2,500,000 $ 8,500,000
INDOOR HARVEST CORP. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
INDOOR HARVEST CORP. By: /s/ Rxxx Xxxxxxxx Name: Rxxx Xxxxxxxx Title: Executive: Lxxxxx Xxxxxxx Print /s/Lxxxxx Bockskor Exhibit A INDOOR HARVEST CORP CONFIDENTIAL INFORMATION, ASSIGNMENT OF INVENTIONS AND NONCOMPETITION AGREEMENT In consideration of new or continued employment with Indoor Harvest Corp, a Texas Corporation, its subsidiaries, affiliates, predecessors, successors or assigns (together the “Company”), and for other consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following:
INDOOR HARVEST CORP. Signature By Dxxxxx X. Xxxxxxx Print Name Print Name Residence Address Title STAND-ALONE STOCK OPTION AGREEMENT EXHIBIT A EXERCISE NOTICE Indoor Harvest Corp. [Address] Attention: [Title]
INDOOR HARVEST CORP. By: Name: XXXX XXXXX Title: CHIEF EXECUTIVE OFFICER FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC By: Name: Xxx Fireman Title: SUBSCRIPTION AMOUNT: Principal Amount of Note: $137,500.00 Actual Amount of Purchase Price of Note: $125,000.00 EXHIBIT A FORM OF NOTE [attached hereto]
