Indoor Harvest Corp. (OTCPK:INQD) entered into a Membership Interest and Stock Purchase Agreement to acquire Metabiogenix USA, LLC from Metabiogenics, Ltd., S.A. de C.V., Mario Acosta Mejia, Miguel Gutierrez, Adam Cortez and Luis R. DeLuna for $3.2 million on April 30, 2023. The aggregate purchase price of $2,500,000 consists of cash and 300,000,000 shares of Indoor Harvest Corp.'s common stock, $0.001 par value per share.

The cash consideration consists of payment of $400,000 to each seller in accordance with their Pro Rata Portion, less $100,000 previously paid to Sellers, with $50,000 to paid at closing, and the remaining cash consideration of $250,000 to be paid to Sellers in accordance with the Pro Rata Portion in five monthly installments with the first installment to be paid on or before June 1, 2023 and each remaining monthly installment to be paid on the first day of each following month until all funds are paid in full. In addition, a bonus consideration, in the form of warrants to purchase an aggregate of 150,000,000 shares of Common Stock, upon the Company achieving certain revenue related milestones as set forth in the Agreement. As part of the acquisition, Dr. Mario Acosta Mejia will be retained under a new developing employment agreement as President of Metabiogenix USA.

Indoor Harvest's Board of Directors unanimously approved the deal. Luis R. DeLuna acted as legal advisor to the sellers and Mare Ross of Sichenzia Ross Ference LLP acted as legal advisor to Indoor Harvest Corp.