Indoor Harvest Corp (Form: 8-K, Received: 08/14/2017 17:21:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 9, 2017

INDOOR HARVEST CORP.

(Exact name of registrant as specified in its charter)

Texas

000-55594

45-5577364

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

713-410-7903

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignations of John Choo, Pawel Hardej and Chad Sykes

On August 9, 2016, John Choo resigned as Chief Executive Officer of Indoor Harvest Corp. (the “Company”) and as a member of the board of directors (the “Board”) of the Company. Mr. Choo's resignation was not the result of any disagreement with the Company, any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices, the Company’s management or the Board. A majority of the Board decided to restructure the Board to better reflect the Company's current business direction, and Mr. Choo voluntarily agreed to resign as part of such restructuring effort.

On August 9, 2016, Mr. Chad Sykes resigned as Chief Innovation Officer of the Company and as a member of the Board. Mr. Sykes’ resignation was not the result of any disagreement with the Company, any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices, the Company’s management or the Board. A majority of the Board decided to restructure the Board to better reflect the Company's current business direction, and Mr. Sykes voluntarily agreed to resign as part of such restructuring effort.

On August 9, 2016, Mr. Pawel Hardej resigned as a member of the Board. Mr. Hardej’s resignation was not the result of any disagreement with the Company, any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices, the Company’s management or the Board. A majority of the Board decided to restructure the Board to better reflect the Company's current business direction, and Mr. Hardej voluntarily agreed to resign as part of such restructuring effort.

Appointment of Rick Gutshall

On August 9, 2017, Rick Gutshall was appointed Interim Chief Executive Officer and Chief Financial Officer of the Company and as a member of the Board.

There are no family relationships between Mr. Gutshall and any of our other officers and directors.

Since June 2016, Mr. Gutshall has served as Chief Financial Officer of Alamo CBD LLC, and since August 1999, he has served as a principal of KW Gutshall & Associates (“KW Gutshall”). Mr. Gutshall is responsible for personalized financial planning, asset management and retirement planning for clients at KW Gutshall and has been a licensed financial adviser since 1997. Mr. Gutshall received his Bachelor of Business Administration, Management and Operations from Concordia University-Austin in 1997. As a member of the Board, Mr. Gutshall will contribute the benefits of his executive leadership and management experience in finance, business development, contract negotiations and public speaking. His contributions and deep understanding of all aspects of our business and industry will provide substantial experience to attract capital and guide management in financial decisions.

Rick Gutshall Agreements

On August 9, 2017, the Company entered into a director agreement (the “Gutshall Director Agreement”), employment agreement (the “Gutshall Employment Agreement”) and an indemnity agreement (the “Gutshall Indemnity Agreement”) with Rick Gutshall.

Pursuant to the terms of the Gutshall Director Agreement, Mr. Gutshall shall serve as a member of the Company’s Board and will receive a stock award in such amount as determined by the Board upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a financing pursuant to which the Company receives a minimum of $500,000 in proceeds. In addition, Mr. Gutshall shall be reimbursed for all reasonable travel and other incidental expenses incurred in the performance of his services, including attendance at meetings, as approved by the Company.

Pursuant to the terms of the Gutshall Employment Agreement, Mr. Gutshall shall serve as Interim Chief Executive Officer and Chief Financial Officer of the Company. The initial term of the agreement will expire on August 9, 2018, and commencing on August 9, 2018 and on each anniversary of such date thereafter, the term of the Gutshall Employment Agreement shall automatically renew for one year periods, unless earlier terminated pursuant to the terms of the Gutshall Employment Agreement. In consideration for Mr. Gutshall’s services, the Board shall determine Mr. Gutshall’s compensation upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a financing pursuant to which the Company receives a minimum of $500,000 in proceeds.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Gutshall Director Agreement and Gutshall Employment Agreement, and is qualified in its entirety by reference to the Gutshall Director Agreement and Gutshall Employment Agreement filed as Exhibit 10.1 and 10.2, respectively to this Current Report on Form 8-K and is hereby incorporated by reference.

Appointment of Annette Knebel

On August 9, 2017, Annette Knebel was appointed Chief Accounting Officer of the Company and as a member of the Board.

There are no family relationships between Ms. Knebel and any of our other officers and directors.

Since June 2016, Ms. Knebel has operated a financial reporting and business consulting firm offering outsourced accounting management. From July 2014 to June 2016, Ms. Knebel worked for Shawcor Ltd., a pipeline services company as both the Division Manager of Policy and Compliance and Division Assistant Controller. From June 2013 until February 2014, Ms. Knebel was the Senior Balance Sheet Accounting Analyst for Hewlett-Packard, working directly with the CFO, Corporate Controller and Investor Relations ensuring proper cash flow reporting and guidance to ensure compliance with U.S. generally accepted accounting principles, or GAAP, and corporate policies. From April 2012 until June 2013, Ms. Knebel worked as an Internal Audit Supervisor for KBR, Inc. (“KBR”), an engineering company, managing anti-corruption and operational audits across KBR’s multi-national business segments as well as risk management and developing corporate accounting policies and procedures. From 1998 until 2011, Ms. Knebel worked for various accounting firms as an Assurance Manager and Assurance Senior, responsible for both private and public company accounting and audits. Ms. Knebel received a Bachelor of Business Administration from the University of Houston in 1998. Ms. Knebel has been a Certified Public Accountant since 2004. As a member of the Board and Chief Accounting Officer, Ms. Knebel will contribute the benefits of her senior level accounting experience and will manage the Company’s accounting policy and procedures. Her contributions and deep understanding of all aspects of our business and industry will provide substantial experience to develop accounting procedures and policies and guide management in accounting decisions.

Annette Knebel Agreements

On August 9, 2017, the Company entered into a director agreement (the “Knebel Director Agreement”), employment agreement (the “Knebel Employment Agreement”) and an indemnity agreement (the “Knebel Indemnity Agreement”) with Annette Knebel.

Pursuant to the terms of the Knebel Director Agreement, Ms. Knebel shall serve as a member of the Company’s Board and will receive a stock award in such amount as determined by the Board upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a financing pursuant to which the Company receives a minimum of $500,000 in proceeds. In addition, Ms. Knebel shall be reimbursed for all reasonable travel and other incidental expenses incurred in the performance of her services, including attendance at meetings, as approved by the Company.

Pursuant to the terms of the Knebel Employment Agreement, Ms. Knebel shall serve as Chief Accounting Officer of the Company. The initial term of the agreement will expire on August 9, 2018, and commencing on August 9, 2018 and on each anniversary of such date thereafter, the term of the Knebel Employment Agreement shall automatically renew for a one year period, unless earlier terminated pursuant to the terms of the Knebel Employment Agreement. In consideration for Ms. Knebel’s services, Ms. Knebel shall receive (i) an annual base salary of $75,000 and (ii) 250,000 shares of restricted common stock of the Company. In addition, Ms. Knebel shall be eligible to participate in any equity-based incentive compensation plan or programs adopted by the Board.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Knebel Director Agreement and Knebel Employment Agreement, and is qualified in its entirety by reference to the Knebel Director Agreement and Knebel Employment Agreement filed as Exhibit 10.3 and 10.4, respectively to this Current Report on Form 8-K and is hereby incorporated by reference.

Appointment of Dr. Lang Coleman

On August 9, 2017, Dr. Lang Coleman was appointed as a member of the Board.

There are no family relationships between Dr. Coleman and any of our other officers and directors.

Dr. Coleman is a proud disabled Army veteran, long-time Texas resident, and psychologist specializing in Neuropsychology. Dr. Coleman received his B.S. and M.A. from Austin Peay State University in Clarksville, Tennessee, his Ph.D. in Clinical Psychology from the University of Kansas, and he attended law school at the University of Texas at Austin. Dr. Coleman completed his medical internship at William Beaumont Army Medical Center in El Paso, Texas, and spent 22 years, from September 1972 through September 1994, in U.S. Army Psychiatry. A pensioned Army Officer and decorated combat veteran, Dr. Coleman formerly directed soldiers and planned both treatments and evacuations for psychiatric casualties in a theatre of war for over 30,000 soldiers and marines. From his time as an Army Major, he has extensive knowledge and experience with chain of custody in his dealings with deliverables ranging from drug-testing biological samples to weapons and ordinance and holds the Combat Medical Badge. After serving 17 years, from August 1998 through May 2015, Dr. Coleman retired as a tenured professor of psychology at St. Philip's College in San Antonio, Texas, where he taught Abnormal Psychology and Statistics courses. Dr. Coleman authored curriculum in 1994 for a juvenile justice alternative education program and licensed the copyright, for one year, to The Key Corporation. The school was successfully launched in Dallas, and has grown into a multimillion dollar civilian company in the state of Texas, due largely to Dr. Coleman’s input. As the CEO of Alamo CBD since March 2017, Dr. Coleman has regularly facilitated, sponsored and participated in many community activities. He has frequently appeared on television and at the Texas State Capital as an advocate for the Compassionate-Use Program. As a member of the Board, Dr. Coleman will contribute the benefits of his military experience treating veterans with post-traumatic stress disorder, or PTSD, and other medical conditions and will manage the Company’s medical and science policy and procedures. His contributions and deep understanding of all aspects of our business and industry will provide considerable experience in developing the Company’s medical and scientific procedures and policies.

Dr. Lang Coleman Agreements

On August 9, 2017, the Company entered into a director agreement (the “Coleman Director Agreement”) and an indemnity agreement (the “Coleman Indemnity Agreement”) with Dr. Lang Coleman.

Pursuant to the terms of the Coleman Director Agreement, Dr. Coleman shall serve as a member of the Company’s Board and will receive a stock award in such amount as determined by the Board upon the earlier of (i) 30 days from August 9, 2017 and (ii) the closing of a financing pursuant to which the Company receives a minimum of $500,000 in proceeds. In addition, Dr. Coleman shall be reimbursed for all reasonable travel and other incidental expenses incurred in the performance of his services, including attendance at meetings, as approved by the Company.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Coleman Director Agreement, and is qualified in its entirety by reference to the Coleman Director Agreement filed as Exhibit 10.5 to this Current Report on Form 8-K and is hereby incorporated by reference.

Appointment of John Seckman

On August 9, 2017, John Seckman was elected as a member of the Board.

There are no family relationships between Mr. Seckman and any of our other officers and directors.

John Seckman has served as the Managing Partner of John Seckman & Associates since July 2016. Based in Denver Colorado, Mr. Seckman provides consulting on regulatory and business development for the cannabis industry as well as business valuation services and assistance to investors, buyers, sellers and regulators. From June 2014 to June 2016, Mr. Seckman was the Executive Director and Chief Operating Officer of LivWell Enlightened Health (“LivWell”), one of the largest marijuana business operations in the U.S. Mr. Seckman managed the day to day operations of LivWell’s Colorado operations with over 600 employees and stores across the State of Colorado. Originally hired as Senior Director of Business Development for LivWell, Mr. Seckman was promoted to Executive Director and COO and oversaw the complete restructuring of LivWell and was responsible for hiring most of LivWell’s senior management team. From January 2011 to March 2014, Mr. Seckman was Agent-In-Charge of the Colorado Marijuana Enforcement Division conducting background checks and licensing for the Colorado Department of Revenue Marijuana Enforcement Division. Mr. Seckman trained and was recertified by the State of Colorado, receiving his Colorado Police Officers Certification. Mr. Seckman was responsible for the creation of policies and procedures for the Background and Licensing units to meet the requirements set forth in the state audit report. As Agent-In-Charge, Mr. Seckman managed the staffing and implementation of the state’s recreational marijuana licensing program. Mr. Seckman has testified in both criminal and civil matters representing the state or as an expert on Colorado state marijuana regulations. Prior to 2011, Mr. Seckman had 33 years of experience as a senior executive in the private sector in both oil and gas and technology. As a member of the Board, Mr. Seckman will contribute the benefits of his executive and operational leadership, law enforcement background and regulatory background in cannabis. His contributions and deep understanding of all aspects of our business and industry will provide considerable experience in developing the Company’s cannabis business and operations as well as assisting in retaining qualified talent.

John Seckman Agreements

On August 9, 2017, the Company entered into a Director Agreement (the “Seckman Director Agreement”) and an indemnity agreement (the “Seckman Indemnity Agreement” and together with the Gutshall Indemnity Agreement, the Knebel Indemnity Agreement and the Coleman Indemnity Agreement, the “Indemnity Agreements”) with John Seckman.

Pursuant to the terms of the Seckman Director Agreement, Mr. Seckman will receive the following stock awards, provided that Mr. Seckman remains a member of the Board as of the respective award and vesting dates:

Date of award

Number of
shares of
common stock

Date of
vesting

August 9, 2017

100,000

November 9, 2017

November 9, 2017

100,000

February 9, 2018

February 9, 2018

100,000

May 9, 2018

May 9, 2018

100,000

August 9, 2018

In addition, Mr. Seckman shall be reimbursed for all reasonable travel and other incidental expenses incurred in the performance of his services, including attendance at meetings, as approved by the Company.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Seckman Director Agreement, and is qualified in its entirety by reference to the Seckman Director Agreement filed as Exhibit 10.6 to this Current Report on Form 8-K and is hereby incorporated by reference.

Indemnity Agreements

Pursuant to the terms of the Indemnity Agreements entered into with each of Rick Gutshall, Annette Knebel, Dr. Lang Coleman and John Seckman (collectively, the “Indemnitees”), the Company shall use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers; provided, however, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitees are covered by similar insurance maintained by a subsidiary of the Company. In addition the foregoing, the Company will indemnify the Indemnitees from certain third party actions, derivative actions and actions where the Indemnitee is decreased; provided, however, the Company shall not be obligated to indemnify the Indemnitees for actions including, but not limited to, actions initiated by the Indemnitees, for any action in which it is determined that the material assertions made by the Indemnitee in such proceeding were not made in good faith or were frivolous, for any settlements not authorized by the Company, for any actions on the account of Indemnitees’ willful misconduct, and for any expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; provided, further that, that the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever which have been paid directly to Indemnitee pursuant to the Company’s D&O Insurance policy.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Indemnity Agreements, and is qualified in its entirety by reference to the a form of the Indemnity Agreement filed as Exhibit 10.7 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 8.01 Other Events.

On August 9, 2017, Chad Sykes, the Company’s founder, former Chief Innovation Officer and largest shareholder canceled and returned to the unissued and authorized shares of the Company, 2,500,000 shares of the Company common stock. As a result of the cancelation of shares, the Company currently has 16,823,352 shares of common stock outstanding.

On August 10, 2017, the Company issued a press release entitled “Indoor Harvest Commences New Strategic Direction with Board Appointments.” The release is filed as exhibit 99.4 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

Gutshall Director Agreement dated August 9, 2017

10.2

Gutshall Employment Agreement dated August 9, 2017

10.3

Knebel Director Agreement dated August 9, 2017

10.4

Knebel Employment Agreement dated August 9, 2017

10.5

Coleman Director Agreement dated August 9, 2017

10.6

Seckman Director Agreement dated August 9, 2017

10.7

Form of Indemnity Agreement

99.1

Letter of Resignation from John Choo dated August 9, 2017

99.2

Letter of Resignation from Chad Sykes dated August 9, 2017

9 9.3

Letter of Resignation from Pawel Hardej dated August 9, 2017

99.4

Press Release Dated August 10, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

INDOOR HARVEST CORP.

Date: August 14, 2017

By:

/s/ Rick Gutshall

Rick Gutshall

Interim CEO, CFO and Director

EXHIBIT 10.1

THIS DIRECTOR AGREEMENT (“Agreement”) is made and entered into as of August 9, 2017 (“Effective Date”) between Indoor Harvest Corp (the “Company”) and Rick Gutshall (the “Director”).

1. Background. The Company's Board of Directors has elected the Director to a newly created position on the Board of Directors to perform the services of a director, to assist in developing operations in Colorado and as set forth in applicable Company documents including but not limited to the Articles of Incorporation and Bylaws, as well as the Texas law governing Directors (the “Services”). In furtherance thereof, the Company and the Director desire to enter into this Agreement.

2. Term. This Agreement shall commence on the Effective Date and remain in effect until the termination of this Agreement in accordance with the termination provisions of this Agreement.

3. Compensation.

A. Expenses. The Company will reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company.

B. Stock Awards. The Director acknowledges that the Directors Stock Awards will be determined by the Company’s Board of Directors no later than (i) thirty (30 days) from the execution of this agreement, (ii) or upon the closing of $500,000 in capitalization of the Company, whichever may come first.

4. Company's Proprietary Rights and Non-Disclosure of Confidential Information

A. Obligation. The Director will hold the Company's Confidential Information, as defined below, in the strictest confidence and will not disclose or use the Confidential Information except as permitted by this Agreement in connection with the Services, unless expressly authorized to act otherwise in writing by an officer of the Company or as otherwise required by law or valid and binding judicial order. The Director's obligations under this Section shall survive any termination of this Agreement. In addition, the Director recognizes that he will be exposed to, have access to and be engaged in the development of information (including tangible and intangible manifestations) regarding the patents, copyrights, trademarks, and Confidential Information of the Company. The Director acknowledges and agrees that all this information, whether presently existing or developed in the future, which is not the subject of a patent, patent application, copyright, trademark or trade secret either owned by the Director or in the public domain prior to the Effective Date, is the sole property of the Company and its assigns.

B. Confidential Information. “Confidential Information” means trade secrets, confidential information, data or any other proprietary information of the Company. By way of illustration, but not limitation, "Confidential Information" includes (a) information relating to the Company's technology, including inventions, ideas, processes, formulas, data, know-how, experimental results and techniques; and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers and the skills and compensation of the Company's employees. However, "Confidential Information" does not include information that is (as demonstrated by written evidence):

1. already known to the Director at the time of the disclosure;

2. publicly available or becomes publicly available through no breach of the Director or any party under the Director’s dominion and control;

3. independently developed by the Director; or

4. rightfully first received by the Director from a third party other than the Company.

C. No Conflicting Obligations. The Director represents and warrants that the Director's performance of this Agreement and his service as a director of the Company do not and will not breach or conflict with any agreement to which the Director is or becomes a party.

D. Third-Party Confidential Information. The Director understands that the Company has received and in the future will receive from third parties information that is confidential or proprietary (“Third-Party Information”) subject to a duty on the part of the Company to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of this Agreement and thereafter, the Director will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and such third party, unless expressly authorized to act otherwise by an officer of the Company in writing (other than an officer who is also a principal of the Director).

5. Termination. This Agreement shall terminate automatically on the date that the Director ceases to be a director of the Company.

6. No Employment Relationship. The Director is not as an employee of the Company. In addition, the Director is providing the services under this Agreement solely at his own direction and under his own supervision. Nothing herein shall be construed as creating an employer/employee relationship between the Company and the Director or placing the parties in a partnership or joint venture relationship. The Director will not be eligible for any employee benefits, cash bonuses or other commissions except for services as a Director as set forth in this Agreement. The Director will solely maintain the obligation to pay any and all taxes connected with any compensation paid hereunder. The Director agrees and understands that the Company does not currently have, or provide Directors and Officers with insurance, medical, or liability.

7. General.

A. Notices. Any notice required or permitted to be given to one party by the other party pursuant to this Agreement shall be in writing and shall be sent by facsimile-mail or personally delivered or sent by United States mail, certified or registered, return receipt requested, first class postage and charges prepaid, addressed to the parties as set forth below, or at such other address as shall be designated in writing as specified above by either party. Notices sent by facsimile or delivered in person shall be effective on the date of delivery. Notices sent by United States mail shall be effective on the third business day following its posting.

The Director: Rick Gutshall

7716 Orisha Drive

Austin, TX 78739

The Company: John Zimmerman

Indoor Harvest Corp

5300 East Freeway Suite A

Houston, TX 77020

B. Assignment of Rights and Delegation of Duties. All rights and duties of the Company under this Agreement shall extend to its successors and assigns.

C. Severable Provisions. The provisions of this Agreement are severable and if anyone or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provision to the extent enforceable, shall nevertheless be binding and enforceable.

D. Waiver. The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any previous or subsequent breach of the same or any other provision by the other party.

E. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and may not be changed orally, but only by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification, extension or discharge is sought.

F. Governing Law. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of Texas.

G. Miscellaneous. The terms of this Agreement are confidential and no press release or other written or oral disclosure of any nature regarding the terms of this Agreement shall be made by either party without the other party’s prior written approval; however, approval for such disclosure shall be deemed given to the extent such disclosure is required to comply with governmental rules or a valid court order.

H. Counterparts. This Agreement or any subsequent amendment or modification hereto may be executed by facsimile and/or in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original. Each party shall accept any such signed faxed counterpart as full execution of this Agreement or any subsequent amendment or modification thereto.

I. Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

J. Authority. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he is executing.

K. Descriptive Headings. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

_____________________________ ________________________________

Director’s Signature Block Company Signature Block

EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made as of August 9, 2017, between Indoor Harvest, Corp., (the “Company”) and Rick Gutshall (the “Executive”).

1. Terms of Employment

(a) Position. Company hereby employs the Interim-Chief Executive Officer and Chief Financial Officer, and the Executive accepts such employment with Company subject to the terms and conditions of this Agreement.

(b) Duties. Executive shall have such duties and responsibilities as may be assigned by the Board of Directors not inconsistent with the position.

(c) Dedication. Executive shall devote his full business time and best efforts to the business and affairs of the Company.

(d) Performance. Executive shall faithfully and diligently perform Executive’s duties in conformity with the directions of the Company and serve the Company to the best of Executive’s abilities.

(e) Permitted Activities. Executive may:

(i) serve on industry, trade, civic or charitable boards or committees;

(ii) engage in charitable activities and community affairs; and

(iii) manage personal investments, as long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities.

2. Compensation

The Executive acknowledges that the Executives compensation will be determined by the Company’s Board of Directors no later than (i) thirty (30 days) from the execution of this agreement, (ii) or upon the closing of $500,000 in capitalization of the Company, whichever may come first.

3. Expenses

(a) Reimbursement . Company shall pay all reasonable travel, dining and other ordinary, necessary and reasonable business expenses incurred by the Executive in the performance of his duties under this Agreement, subject to budget and/or other limitations or conditions imposed by the Board of Directors.

(b) Substantiation . The Executive shall, as a condition of any such payment or reimbursement, submit verification, substantiation and documentation of the nature and amount of such expenses in accordance with the policies of Company from time to time.

4. Representations and Warranties.

The Company and the Executive respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties’ knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Executive respectively and any other person, firm or organization or any law or governmental regulation.

5. Confidential Information

(a) Obligation . The Executive agrees to maintain the strict confidentiality of all Confidential Information during the term of this Agreement and thereafter.

(b) Scope . For purposes of this Agreement, “Confidential Information” shall mean all information and materials of Company, and all information and materials received by Company from third parties (including but not limited to affiliates, subsidiaries, chapters, and members of Company), which are not generally publicly available and all other information and materials which are of a proprietary or confidential nature, even if they are not marked as such.

(c) Survival . This provision shall survive the termination of this Agreement indefinitely.

6. Intellectual Property

(a) Ownership . Executive agrees that all copyrights, trademarks, patents, and other intellectual property rights to works or marks arising in from or in connection with the Executive’s employment by Company are “work made for hire” within the definition of Section 101 of the Copyright Act (17 U.S.C. 101) and shall remain the sole and exclusive property of Company.

(b) Assignment of Interest . To the extent any work product is not deemed to be a work made for hire within the definition of the Copyright Act, Executive with effect from creation of any and all work product, hereby assigns, and agrees to assign, to Company all right, title and interest in and to such work product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.

(c) Moral Rights . Executive also agrees to waive any and all moral rights relating to the work product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(d) Assistance . Executive further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company’s rights in the work product.

(e) Return of Property . Upon the termination of this Agreement, Executive agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of work product, including all originals and copies thereof.

7. Non-Solicitation .

During the term of this Agreement and for 5 years after any termination of this Agreement, Executive will not, without the prior written consent of the Company, either directly or indirectly, on Executives’ own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.

8. Non-Disparagement .

(a) Executive Obligation . Executive will not at any time, during or after the Term, disparage, defame or denigrate the reputation, character, image, products or services of the Company, or of any of its Affiliates, or, any of its or its Affiliate s directors, officers, stockholders, members, employees or agents.

(b) Company Obligation . The Company will not, except as may be required by law, issue any official press release or statement which is intended to disparage Executive.

9. Acknowledgement .

Executive expressly acknowledges that the covenants of this Agreement are supported by good and adequate consideration, and that such covenants are reasonable and necessary in terms of duration, scope and geographic area to protect the legitimate business interests of Company.

10. Term of Employment

(a) Initial Term. The term of the Executive’s employment under this Agreement shall commence on the Effective Date and continue until August 9, 2018 (the “Term”), unless his employment is sooner terminated by the Board of Directors.

(b) Automatic Renewal. Commencing on April 4 and on each anniversary of that date thereafter, the Term shall be extended for an additional one year period, subject to non-renewal provisions herein.

(c) Notice Not to Renew . Either party may give notice of the intention not to extend the Term in writing at least 90 days prior to each such anniversary date. Non-renewal may be without cause, and neither party shall have any claim against the other for non-renewal under this provision of the Agreement.

11. Termination of Employment

(a) Termination Upon Death. This Agreement shall terminate automatically upon the death of the Executive.

(b) Automatic Termination Upon Disability . This Agreement shall terminate automatically upon Total Disability of the Executive.

Total Disability . Total Disability means the Executive is unable to perform the duties set forth in this Agreement for a period of twelve consecutive weeks, or 90 cumulative business days in any 12-month period, as a result of physical or mental illness or loss of legal capacity.

(c) Termination Upon Retirement. The Executive may voluntarily terminate this Agreement at any time by reason of Retirement.

Retirement. Retirement is the cessation by Executive of all full-time employment of any kind.

(d) Termination by the Company For Cause. The Company shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall include termination for:

(i) material breach of this Agreement by Executive;

(ii) intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives of his superior officers, or the Corporation’s policies and procedures;

(iii) Executive’s gross negligence in the performance of his material duties under this Agreement;

(iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Corporation, that in the reasonable judgment of the President and/or the Board of Directors materially and adversely affects the Corporation;

(v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or

(vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Corporation that is in breach of Executive s fiduciary duties of care, loyalty and good faith to Corporation.

Cause will not, however, include any actions or circumstances constituting Cause under (i) or (ii) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.

(e) Termination by the Company Without Cause. The Company may, upon a majority vote of the Board of Directors, terminate the Executive’s employment under this Agreement without Cause at any time upon 90 days prior written notice to the Executive, and Executive shall have any right to a claim against the Company for termination under this provision of the Agreement.

(f) Change in Control. For purposes of this Agreement, unless the Board determines otherwise, a Change of Control of the Company shall be deemed to have occurred at such time as:

(i) any person (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company representing more than 50% of the Company s outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of the Company or its subsidiaries; or

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or

(iii) a plan of liquidation of the Company or an agreement for the sale or liquidation of the Company is approved and completed; or

(iv) the Board determines in its sole discretion that a Change in Control has occurred, whether or not any event described above has occurred or is contemplated.

12. Indemnification.

The Company shall indemnify the Executive, to the maximum extent permitted by applicable law and by its certificate of incorporation, against all costs, charges and expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company or any other corporation for which the Executive serves in good faith as an officer, director, or employee at the Company’s request.

13. General Provisions

(a) Entire Agreement . This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

(b) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(c) Amendment . This Agreement may be amended only by written agreement of the parties.

(d) Notices . All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

(e) Assignment . This Agreement shall not be assigned by either party without the consent of the other party.

(f) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.

(g) No Waiver of Rights . A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF , this Agreement has been duly executed this 9th day of August, 2017.

EXECUTIVE

THE COMPANY

Signature

Signature

Date: ___________________________

Date: _____________________________

EXHIBIT 10.3

THIS DIRECTOR AGREEMENT (“Agreement”) is made and entered into as of August 9, 2017 (“Effective Date”) between Indoor Harvest Corp (the “Company”) and Annette Knebel (the “Director”).

2. Term. This Agreement shall commence on the Effective Date and remain in effect until the termination of this Agreement in accordance with the termination provisions of this Agreement.

3. Compensation.

4. Company's Proprietary Rights and Non-Disclosure of Confidential Information

1. already known to the Director at the time of the disclosure;

2. publicly available or becomes publicly available through no breach of the Director or any party under the Director’s dominion and control;

3. independently developed by the Director; or

4. rightfully first received by the Director from a third party other than the Company.

5. Termination. This Agreement shall terminate automatically on the date that the Director ceases to be a director of the Company.

7. General.

The Director: Annette Knebel

10611 Alderford Court

Houston, TX 77070

The Company:

Indoor Harvest Corp

5300 East Freeway Suite A

Houston, TX 77020

B. Assignment of Rights and Delegation of Duties. All rights and duties of the Company under this Agreement shall extend to its successors and assigns.

F. Governing Law. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of Texas.

I. Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

J. Authority. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he is executing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

_____________________________ ________________________________

Director’s Signature Block Company Signature Block

EXHIBIT 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made as of August 9, 2017, between Indoor Harvest, Corp., (the “Company”) and Annette Knebel (the “Executive”).

1. Terms of Employment

(a) Position. Company hereby employs the Executive as Chief Accounting Officer, and the Executive accepts such employment with Company subject to the terms and conditions of this Agreement.

(b) Duties. Executive shall have such duties and responsibilities as may be assigned by the Board of Directors not inconsistent with the position.

(c) Dedication. Executive shall devote her full business time and best efforts to the business and affairs of the Company.

(d) Performance. Executive shall faithfully and diligently perform Executive’s duties in conformity with the directions of the Company and serve the Company to the best of Executive’s abilities.

(e) Permitted Activities. Executive may:

(i) serve on industry, trade, civic or charitable boards or committees;

(ii) engage in charitable activities and community affairs; and

(iii) manage personal investments, as long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities.

2. Compensation

(i) Salary . Executive shall receive an annual base salary of $75,000

(ii) Equity. Executive, or an entity controlled by the executive such that the executive is deemed the sole beneficial owner under SEC Rule 13d-3, shall receive a total of 250,000 shares of restricted common stock upon execution of this agreement.

(a) Incentive Compensation. During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Board of Directors.

3. Expenses

(a) Reimbursement . Company shall pay all reasonable travel, dining and other ordinary, necessary and reasonable business expenses incurred by the Executive in the performance of her duties under this Agreement, subject to budget and/or other limitations or conditions imposed by the Board of Directors.

4. Representations and Warranties.

5. Confidential Information

(a) Obligation . The Executive agrees to maintain the strict confidentiality of all Confidential Information during the term of this Agreement and thereafter.

(c) Survival . This provision shall survive the termination of this Agreement indefinitely.

6. Intellectual Property

7. Non-Solicitation .

8. Non-Disparagement .

(b) Company Obligation . The Company will not, except as may be required by law, issue any official press release or statement which is intended to disparage Executive.

9. Acknowledgement .

10. Term of Employment

(a) Initial Term. The term of the Executive’s employment under this Agreement shall commence on the Effective Date and continue until August 9, 2018 (the “Term”), unless her employment is sooner terminated by the Board of Directors.

11. Termination of Employment

(a) Termination Upon Death. This Agreement shall terminate automatically upon the death of the Executive.

(b) Automatic Termination Upon Disability . This Agreement shall terminate automatically upon Total Disability of the Executive.

(c) Termination Upon Retirement. The Executive may voluntarily terminate this Agreement at any time by reason of Retirement.

Retirement. Retirement is the cessation by Executive of all full-time employment of any kind.

(i) material breach of this Agreement by Executive;

(ii) intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives of her superior officers, or the Corporation’s policies and procedures;

(iii) Executive’s gross negligence in the performance of her material duties under this Agreement;

(v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or

(f) Change in Control. For purposes of this Agreement, unless the Board determines otherwise, a Change of Control of the Company shall be deemed to have occurred at such time as:

(ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or

(iii) a plan of liquidation of the Company or an agreement for the sale or liquidation of the Company is approved and completed; or

(iv) the Board determines in its sole discretion that a Change in Control has occurred, whether or not any event described above has occurred or is contemplated.

12. Indemnification.

13. General Provisions

(b) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(c) Amendment . This Agreement may be amended only by written agreement of the parties.

(e) Assignment . This Agreement shall not be assigned by either party without the consent of the other party.

(f) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.

IN WITNESS WHEREOF , this Agreement has been duly executed this 9th day of August, 2017.

EXECUTIVE

THE COMPANY

Signature

Signature

Date:

Date: __________________________________

EXHIBIT 10.5

THIS DIRECTOR AGREEMENT (“Agreement”) is made and entered into as of August 9, 2017 (“Effective Date”) between Indoor Harvest Corp (the “Company”) and Dr. Lang Coleman (the “Director”).

2. Term. This Agreement shall commence on the Effective Date and remain in effect until the termination of this Agreement in accordance with the termination provisions of this Agreement.

3. Compensation.

4. Company's Proprietary Rights and Non-Disclosure of Confidential Information

1. already known to the Director at the time of the disclosure;

2. publicly available or becomes publicly available through no breach of the Director or any party under the Director’s dominion and control;

3. independently developed by the Director; or

4. rightfully first received by the Director from a third party other than the Company.

5. Termination. This Agreement shall terminate automatically on the date that the Director ceases to be a director of the Company.

7. General.

The Director: Dr. Lang Coleman

8518 Pegasus Drive

Selma, Texas 78154

The Company: Chad Sykes, CINO

Indoor Harvest Corp

5300 East Freeway Suite A

Houston, TX 77020

B. Assignment of Rights and Delegation of Duties. All rights and duties of the Company under this Agreement shall extend to its successors and assigns.

F. Governing Law. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of Texas.

I. Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

J. Authority. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he is executing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

_____________________________ ________________________________

Director’s Signature Block Company Signature Block

EXHIBIT 10.6

THIS DIRECTOR AGREEMENT (“Agreement”) is made and entered into as of August 9, 2017 (“Effective Date”) between Indoor Harvest Corp (the “Company”) and John Seckman (the “Director”). The Company recognizes that John Seckman consults to other companies and nothing herein should be construed to restrict such activity.

2. Term. This Agreement shall commence on the Effective Date and remain in effect until the termination of this Agreement in accordance with the termination provisions of this Agreement.

3. Compensation.

B. Stock Awards. The Company shall award to the Director 400,000 shares of Common Stock. The table below sets forth the award date, amount and vesting date.

Date of Award

Number of
Shares

Date of

Vesting

August 9, 2017

100,000

November 9, 2017

November 9, 2017

100,000

February 9, 2018

February 9, 2018

100,000

May 9, 2018

May 9, 2018

100,000

August 9, 2018

If the Director is a Director both at the Date of Award and Date of Vesting, the shares for each award in the Table above shall be fully vested, a certificate representing the shares shall be issued and shall be non-forfeitable. If the Director is not a Director at the Date of Award, the shares for each award in the Table above shall not be awarded. If the Director is a Director at the Date of Award and not at the Date of Vesting, the shares for each such award in the Table above shall be forfeited and a certificate representing the shares shall not be issued.

4. Company's Proprietary Rights and Non-Disclosure of Confidential Information

1. already known to the Director at the time of the disclosure;

2. publicly available or becomes publicly available through no breach of the Director or any party under the Director’s dominion and control;

3. independently developed by the Director; or

4. rightfully first received by the Director from a third party other than the Company.

5. Termination. This Agreement shall terminate automatically on the date that the Director ceases to be a director of the Company.

7. General.

The Director: John Seckman

P.O. Box 3009

Idaho Springs, CO 80452

The Company: Chad Sykes, CINO

Indoor Harvest Corp

5300 East Freeway Suite A

Houston, TX 77020

B. Assignment of Rights and Delegation of Duties. All rights and duties of the Company under this Agreement shall extend to its successors and assigns.

F. Governing Law. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of Texas.

I. Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

J. Authority. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he is executing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

_____________________________ ________________________________

Director’s Signature Block Company Signature Block

EXHIBIT 10.7

INDEMNITY AGREEMENT

This Indemnity Agreement, effective as of August 9, 2017, is made by and between Indoor Harvest Corp, a Texas corporation with executive offices located at 5300 East Freeway, Suite A, Houston, Texas, 77020 (the “Company”), and _________and ____________ of the Company (the “Indemnitee”).

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of cannabis related corporations unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such cannabis related corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so substantial (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of officers and directors;

D. The Company believes that it is unfair for its directors and officers and the directors and officers of its subsidiaries to assume the risk of large judgments and other expense that may be incurred in cases in which the director or officer received no personal profit and in cases where the director or officer was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director or officer of a corporation such as the Company or a subsidiary of the Company are often related to the knowledge, motives and intent of such director or officer, that he or she is usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters and that the long period of time which usually elapses before the trial or other disposition of which litigation often extends beyond the time that the director or officer can reasonably recall such matters; and may extend beyond the normal time for retirement or in the event of his or her death, his or her spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which may discourage such a director or officer from serving in that position;

F. Based upon their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary for the Company to contractually indemnify its officers and directors and the officers and directors of its subsidiaries, and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the Company’s stockholders;

G. Section 8.101 of the Business Organizations Code of Texas, under which the Company is organized (“Section 8 of BOC”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 8 of BOC is not exclusive;

H. The Company, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Company and its subsidiaries as of the date hereof is inadequate and/or unreasonably expensive. The Company believes, therefore, that the interest of the Company’s stockholders would

best be served by a combination of such insurance as the Company may obtain, or request a subsidiary to obtain, pursuant to the Company’s obligations hereunder, and the indemnification by the Company of the directors and officers of the Company and its subsidiaries;

I. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company and/or the subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or a subsidiary of the Company; and

J. The Indemnitee is willing to serve, or to continue to serve, the Company and/or the subsidiaries of the Company, provided that he or she is furnished the indemnity provided for herein.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) Agent . For the purposes of this Agreement, “agent” of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of or to represent the interest of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of or to represent the interests of such predecessor corporation.

(b) Expenses. For purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement.

(c) Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever, by reason of the fact that the Indemnitee is or was an agent of the Company, or any of the Company’s Subsidiaries or affiliates, or by reason of anything done or not done by him or her in any such capacity..

(d) Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.

2. Agreement to Serve . The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as he or she tenders his resignation in writing or he or she is removed from such position, provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee.

3. Maintenance of Liability Insurance.

(a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an agent of the Company, the Company, subject to Section 3(b), shall use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers.

(b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. If the Company decides in good faith that D&O insurance is not required, the Company is required to notify the Indemnity in writing and in advance of any decision to cancel D&O Insurance

4. Mandatory Indemnification. The Company shall indemnify the Indemnitee from:

(a) Third Party Actions . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

(b) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company after the time for an appeal has expired by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper; and

(c) Actions Where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and prior to, during the pendency or after completion of such proceeding the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company after the time for an appeal has expired, by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper; and

(d) Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fees, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee under D&O Insurance.

5. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding but not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled.

6. Mandatory Advancement of Expenses. Subject to Section 10 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him or her in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company.

7. Notice and Other Indemnification Procedures.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

8. Determination of Right to Indemnification.

(a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4(a), 4(b) or 4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him or her in connection therewith.

(b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

(c) The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following:

(1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;

(2) The stockholders of the Company;

(3) Legal counsel selected by the Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion;

(4) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected.

(d) As soon as practicable, and in no event later than 30 days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

(e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific proceeding, the Indemnitee shall have the right to apply to a Texas District Court, the court in which that proceeding is or was pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to the Agreement.

(f) The Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9. Limitation of Actions and Release of Claims. No proceeding shall be brought and no cause of action shall be asserted by or on behalf of the Company or any subsidiary against the Indemnitee, his

or her spouse, heirs, estate, executors or administrators after the expiration of one year from the act or omission of the Indemnitee upon which such proceeding is based; however, in a case where the Indemnitee fraudulently conceals the facts underlying such cause of action, no proceeding shall be brought and no cause of action shall be asserted after the expiration of one year from the earlier of (i) the date the Company or any subsidiary of the Company discovers such facts, or (ii) the date the Company or any subsidiary of the Company could have discovered such facts by the exercise of reasonable diligence. Any claim or cause of action of the Company or any subsidiary of the Company, including claims predicated upon the negligent act or omission of the Indemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action within such period. This Section 9 shall not apply to any cause of action which has accrued on the date hereof and of which the Indemnitee is aware on the date hereof, but as to which the Company has no actual knowledge apart from the Indemnitee’s knowledge.

10. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 8, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

(b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement; or

(d) Claims by the Company for Willful Misconduct. To indemnify or advance expenses to the Indemnitee under this Agreement for any expenses incurred by the Indemnitee with respect to any proceeding or claim brought by the Company against the Indemnitee for willful misconduct, unless a court of competent jurisdiction determines that each of such claims was not made in good faith or was frivolous; or

(e) Section 16(b) . To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or

(f) Willful Misconduct. To indemnify the Indemnitee on account of the Indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct; or

(g) Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or

(h) Forfeiture of Certain Bonuses and Profits . To indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar successor statute.

11. Nonexclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have

under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to actions in his or her official capacity and to actions in another capacity while occupying his or her position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

12. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law.

13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 12 hereof.

14. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

15. Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors, heirs, executors, and administrators and assigns of the parties hereto.

16. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

17. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Texas, as applied to contracts between Texas residents entered into and to be performed entirely within Texas.

18. Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Texas for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

INDOOR HARVEST CORP

By:

_________________________

Its:

_________________________

INDEMNITEE:

______________________________

EXHIBIT 99.1

Director Resignation Letter

August 9, 2017

Board of Directors / Executive

Indoor Harvest Corp.

5300 East Freeway, Suite A

Houston, Texas 77020

Dear Board of Directors:

I appreciate the time in serving the shareholders of Indoor Harvest Corp as a Director and Officer. With the company pivoting its model around its core IP, I am looking forward to watching the growth led by a team solely focused on operating within the regulated cannabis industry.

I look forward to continuing to work at times with the Indoor Harvest cultivation design team leading the private Canadian corporation Bright Orchard, in our commercial agriculture developments.

As part of the Company’s agreed transition, please accept this letter as my formal notice of resignation as a Director and Chief Executive Officer for Indoor Harvest Corp enabling my board position to be occupied by Rick Gutshall. Further, my resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Sincerely,

John Choo

4 Nanaimo Drive Ottawa,

Ontario, Canada.

EXHIBIT 99.2

Director Resignation Letter

Chad Sykes

14830 Forest Lodge Dr

Houston, Texas 77070

Phone: (713) 410-7903

Email: ccsykes@sbcglobal.net

August 9, 2017

Board of Directors

Indoor Harvest Corp.

5300 East Freeway, Suite A

Houston, Texas 77020

Dear Board of Directors:

In my role as Chief Innovation Officer, I am pleased to provide my resignation as part of the Company’s refocus and change management efforts. I look forward to continuing to work with the Indoor Harvest team and shareholders as the Chief of Cultivation for Alamo CBD. As part of the Company’s agreed transition, please accept this letter as my formal notice of resignation as a Director and Chief Innovation Officer for Indoor Harvest Corp, effective immediately. I fully support the decision by the Company to pursue a new business focus to become a cannabis producer and gladly cede my position on the Board to Dr. Lang Coleman as part of this business refocus. Further, my resignation was not the result of any disagreement with us on any matter relating to our operations, policies (including accounting or financial policies) or practices.

Sincerely,

/s/ Chad Sykes

Chad Sykes

EXHIBIT 99.3

Director Resignation Letter

August 9th, 2017

Board of Directors

Indoor Harvest Corp.

5300 East Freeway, Suite A

Houston, Texas 77020

Via: Email delivery

Dear Board of Directors:

I was glad to provide guidance and assist the executive team in growing Indoor Harvest over the last year plus. Growing and building this company was a very rewarding experience for me at every step we took and I am glad to see Indoor Harvest moving on to the next level. The past Board and the Executive Team have both done fantastic work and I am proud of my past role here.

Due to the continued evolution of Indoor Harvest and recent agreement with Alamo CBD my role at the company has come to an end. Moving forward the company needs additional expertise and commitment of time, which should be provided by new Directors.

Therefore, please find this letter as my official notice of resignation from the position of the Director at Indoor Harvest. With that I do cede my position on the Board of Directors to Annette Knebel.

My resignation was not the result of any disagreement with an any of the other Directors nor the executive team on any matter relating to the Company’s operations, policies or practices.

I wish Indoor Harvest and the new Board of Directors success and please count on my continued support if such need arises.

With warmest regards,

________________________________________

Pawel Hardej – Director of Indoor Harvest

10003 Lake Ridge Dr.

Austin, TX 78733

(773)682-4343

pawelhardej@gmail.com

EXHIBIT 99.4

Indoor Harvest Commences New Strategic Direction with Board Appointments

Focus Shifts to Becoming State-of-the-Art Cannabis Producer and Technology Provider

Finalizing Plans for Facilities in Arizona and Colorado

HOUSTON, TX – (Globe Newswire) – August 10, 2017 – Indoor Harvest Corp. (OTCQB: INQD), a developer of personalized cannabis medicines and a provider of advanced cultivation methods and processes, announced today changes to the Company’s Board of Directors.

On August 4th, 2017, the Company entered into an Agreement and Plan of Merger with Alamo CBD, with a targeted close date of August 15, 2017. This plan completes a six-month process of work transitioning the Company into a producer of cannabis for research and pharmaceutical development. Currently the Company is a pending applicant through its acquisition of Alamo CBD, to produce cannabis, under the Texas Compassionate Use program and is preparing an application to produce cannabis under the Controlled Substance Act.

The Company is also finalizing plans with investors and developers to construct facilities in Arizona and Colorado. The Company intends to generate revenue from its developed facilities through leasing and licensing of its technology and methods. The Company expects to be able to make additional announcements over the next few weeks regarding its new direction.

At closing with Alamo CBD, the Company will have 24,657,360 shares of common stock issued and outstanding, with a public float of 9,065,068 free trading common shares.

“It has been an honor to lead the Company’s change management efforts. I will now be stepping aside and assuming the role as Chief of Cultivation of Alamo CBD, allowing me to focus my energy on driving cannabis cultivation science to the next level; something I’m very passionate about. I believe the team that has been assembled will prove truly disruptive to the industry. We’ve got a great team of people who are now focused on a single effort and goal, to become the leading producer of research and pharmaceutical grade cannabis,” said Chad Sykes, the Company’s founder.

As part of the transition, Mr. John Zimmerman, PE, will remain on as Vice President and Director of the Company. A committee made up of Chad Sykes, our founder, Dr. Coleman, CEO of Alamo CBD and Mr. Seckman, will be tasked with nominating a new CEO for the Company. The Company is pleased to introduce the following new Directors and Officers of Indoor Harvest Corp.:

Rick Gutshall

Since June 2016, Mr. Gutshall has held the position of Chief Financial Officer of Alamo CBD LLC. From August 1999 until present, Mr. Gutshall has been a principal in KW Gutshall & Associates. Mr. Gutshall was responsible for personalized financial planning, asset management and retirement planning for clients at KW Gutshall and Associates and has been a licensed financial adviser since 1997. Mr. Gutshall received his Bachelor of Business Administration (B.B.A.), Business Administration, Management and Operations from Concordia University-Austin in 1997.

As a member of the board, Interim-Chief Executive Officer and Chief Financial Officer, Mr. Gutshall contributes the benefits of his executive leadership and management experience in finance, business development, contract negotiations and public speaking. His contributions and deep understanding of all aspects of our business and industry will provide substantial experience to attract capital and guide management in financial decisions.

Annette Knebel, CPA

Since June 2016, Ms. Knebel has operated a financial reporting and business consulting firm offering outsourced accounting management. From July 2014, to June 2016, Ms. Knebel worked for Shawcor, a pipeline services Company as both the Division Manager of Policy and Compliance and Division Assistant Controller. From June 2013 through February 2014, Ms. Knebel was the Senior Balance Sheet Accounting Analyst for Hewlett-Packard, working directly with the CFO, Corporate Controller and Investor Relations ensuring proper cash flow reporting and guidance to ensure compliance with US GAAP and Corporate policies. From April 2012 through June 2013, Ms. Knebel worked as an Internal Audit Supervisor for KBR, an engineering company, managing anti-corruption and operational audits across KBR’s multi-national business segments as well as risk management and developing corporate accounting policies and procedures.

From 1998 through 2011, Ms. Knebel worked for various Accounting Firms as an Assurance Manager and Assurance Senior, responsible for both private and public Company accounting and audits. Ms. Knebel received a Bachelor of Business Administration (B.B.A) from the University of Houston in 1998. Ms. Knebel has been a Certified Public Accountant since 2004.

As a member of the board and Chief Accounting Officer, Ms. Knebel contributes the benefits of her senior level accounting experience and will manage the Company’s accounting policy and procedures. Her contributions and deep understanding of all aspects of our business and industry will provide substantial experience to develop accounting procedures and policies and guide management in accounting decisions.

Dr. Lang Coleman

Dr. Coleman is a proud disabled Army veteran, long-time Texas resident, and Psychologist with a specialty in Neuropsychology. Dr. Coleman received his B.S. and M.A. from Austin Peay State University in Clarksville, TN, his Ph.D. in Clinical Psychology from the University of Kansas, and attended Law School at the University of Texas at Austin. Dr. Coleman completed his medical internship at William Beaumont Army Medical Center in El Paso, Texas, and spent 22 years in U.S. Army Psychiatry. Currently a pensioned Army Officer and decorated combat veteran, Dr. Coleman formerly directed soldiers and planned both treatments and evacuations for psychiatric casualties in a theatre of war for over 30,000 Soldiers and Marines. From his time as an Army Major with Secret Security Clearance, he has extensive knowledge and experience with chain of custody in his dealings with deliverables ranging from drug-testing biological samples to weapons and ordinance and holds the Combat Medical Badge.

Dr. Coleman retired after serving 17 years as a tenured professor of psychology at St. Philip’s College in San Antonio, Texas, where he taught Abnormal Psychology and Statistics courses. Dr. Coleman authored curriculum in 1994 for a Juvenile Justice Alternative Education Program and licensed the copyright, for one year, to The Key Corporation, an Austin company. The school was successfully launched in Dallas, and has grown into a multimillion dollar civilian company in the state of Texas, due largely to Dr. Coleman’s input.

As the CEO of Alamo CBD, Dr. Coleman has regularly facilitated, sponsored and participated in many community activities. He has frequently appeared on television and at the Texas state capital as an advocate for the Compassionate-Use Program. As a member of the board, Dr. Coleman contributes the benefits of his military experience treating veterans with PTSD and other medical conditions and will manage the Company’s medical and science policy and procedures. His contributions and deep understanding of all aspects of our business and industry will provide considerable experience in developing the Company’s medical and scientific procedures and policies.

John Seckman

John Seckman is currently the Managing Partner of John Seckman & Associates. Based in Denver Colorado, Mr. Seckman provides consulting on regulatory and business development for the Cannabis industry as well as business valuation services and assistance to investors, buyers, sellers and regulators.

From 2014 to 2016, John was the Executive Director and Chief Operating Officer of LivWell, one of the largest marijuana business operations in the U.S.. Mr. Seckman managed the day to day operations of LivWell’s Colorado operations with over 600 employees and stores across the State of Colorado. Originally hired as Sr. Director of Business Development for LivWell, Mr. Seckman was promoted to Executive Director and COO and oversaw a complete restructuring of LivWell and was responsible for hiring most of LivWell’s Sr. Management team.

From 2011 to 2014, Mr. Seckman was Agent-In-Charge of the Colorado Marijuana Enforcement Division conducting background checks and licensing for the Colorado Department of Revenue Marijuana Enforcement Division. Mr. Seckman trained and was recertified by the State of Colorado, receiving his Colorado Police Officers Certification. Mr. Seckman was responsible for the creation of policies and procedures for the Background and Licensing units to meet the requirements set forth in the State Audit Report. As Agent-In-Charge, Mr Seckman managed the staffing and implementation of the States Recreational Marijuana licensing program. Mr. Seckman has testified in both criminal and civil matters representing the State or as an expert on Colorado State Marijuana Regulations.

Prior to 2011, Mr. Seckman had 33 years of experience as a senior executive in the private sector in both oil and gas and technology. As a member of the board, Mr. Seckman contributes the benefits of his executive and operational leadership, law enforcement background and regulatory background in cannabis. His contributions and deep understanding of all aspects of our business and industry will provide considerable experience in developing the Company’s cannabis business and operations as well as assisting in retaining qualified talent.

About Indoor Harvest, Corp

Indoor Harvest, Corp (OTCQB: INQD) is a developer of personalized cannabis medicines, and a provider of advanced cultivation technology, methods and processes. The Company provides the cannabis industry production platforms for building integrated agriculture (BIA) production. Our patent pending aeroponic methods allow for the production of chemically consistent, contaminate free cannabis, economically at scale.

Forward-Looking Statements

This release contains certain “forward-looking statements” relating to the business of Indoor Harvest and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “estimates,” “believes,” “anticipates,” “intends,” expects” and similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Indoor Harvest’s current expectations and beliefs concerning future developments and their potential effects on Indoor Harvest. There can be no assurance that future developments affecting Indoor Harvest will be those anticipated by Indoor Harvest. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Indoor Harvest undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact Information

Hayden IR

(917) 658-7878

hart@haydenir.com

Date of award	Number of shares of common stock		Date of vesting
August 9, 2017		100,000	November 9, 2017
November 9, 2017		100,000	February 9, 2018
February 9, 2018		100,000	May 9, 2018
May 9, 2018		100,000	August 9, 2018

10.1	Gutshall Director Agreement dated August 9, 2017
10.2	Gutshall Employment Agreement dated August 9, 2017
10.3	Knebel Director Agreement dated August 9, 2017
10.4	Knebel Employment Agreement dated August 9, 2017
10.5	Coleman Director Agreement dated August 9, 2017
10.6	Seckman Director Agreement dated August 9, 2017
10.7	Form of Indemnity Agreement
99.1	Letter of Resignation from John Choo dated August 9, 2017
99.2	Letter of Resignation from Chad Sykes dated August 9, 2017
9 9.3	Letter of Resignation from Pawel Hardej dated August 9, 2017
99.4	Press Release Dated August 10, 2017


	INDOOR HARVEST CORP.

Date: August 14, 2017	By:	/s/ Rick Gutshall
		Rick Gutshall
		Interim CEO, CFO and Director

EXECUTIVE		THE COMPANY


Signature		Signature

Date: ___________________________		Date: _____________________________

Date of Award	Number of Shares		Date of Vesting
August 9, 2017		100,000	November 9, 2017
November 9, 2017		100,000	February 9, 2018
February 9, 2018		100,000	May 9, 2018
May 9, 2018		100,000	August 9, 2018


	INDOOR HARVEST CORP

	By:	_________________________

	Its:	_________________________

	INDEMNITEE:

	______________________________