Entry into a Material Definitive

On January 27, 2016 Indoor Harvest Corp ("IHC") entered into a Memorandum of Agreement ("MOA") with IGES Canada Ltd. ("IGESCA"), a Canadian company that is a technology solution integrator in the vertical farming market. The MOA sets forth terms for a relationship between IHC and IGESCA to grow, market and sell vertical farming solutions globally.

Subject to the terms of the MOU, IGESCA and IHC agree to partner to market and sell IHC solutions in conjunction with the IGESCA business platform to clients globally. The responsibilities of IHC include Delivering Turnkey Engineering, Procurement and Construction (EPC) solutions for Controlled Environment Agriculture ("CEA") facilities, ongoing support and access to IHC financing options for designated projec ts. The responsibilities of IGESCA include identifying new and concluding project engagements from the current potential portfolio of 15 facilities, ongoing operations and regulatory navigation.

Both IHC and IGESCA agree that any intellectual property, which is jointly developed and filed through activities covered under this MOA, can be used by either party for sales/marketing purposes with the consent of the other party which can be set forth in initial guidance.

All other intellectual property used in the implementation of the MOA will remain the property of the party that provided it. This property can be used by either party for purposes covered by the MOA but consent will be obtained from the owner of the property before using it for purposes not covered by the MOA.

The MOA shall remain in effect for a period of three (3) years from that date signing unless earlier terminated.

Exhibits

10 Memorandum of Agreement

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: February 1, 2016

By:

/s/ Chad Sykes

Chad Sykes

Chief Executive Officer and Director

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