Warrant
No.5


THE
SECURITIES
REPRESENTED BY THIS
CERTIFICATE HAVE NOT
BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTIIBCATED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATI0N STATEMENT UNDER
THE ACT AND ANY
APPLICABLE STATE LAWS, (ii) TO
THE EXTENT APPLICABLE, RULE 144 UNDER
THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),
OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO
COUNSEL TO THE ISSUER, THAT
AN EXEMPTION FROM
REGISTRATION UNDER THE
ACT AND APPLICABLE STATE LAW IS
AVAILABLE.


 


 


WARRANT


 


ROCKY
MOUNTAIN HIGH BRANDS INC.


 


(Incorporated
under the laws of the State of Nevada)


 


 


This
"Common Stock Purchase
Warrant", effective October,
 30, 2015,
("Warrant"), entitles
Roy Meadows, an individual,
residing at 207 Jasmine
Lane, Longwood, Florida 32779,
or her successors or assigns, (the "Holder"),
for value received, subject to the terms
and conditions set forth herein, to purchase from Rocky Mountain High Brands
Inc., formerly named Totally Hemp Crazy Inc., a Nevada corporation (the "Company"),
its successors or assigns, in whole
or in part, forty-one million, four hundred
and fifty-four thousand, eight hundred and fifty-one
(41,454,851) shares of
common stock of the Company (the "Common Stock"),
which shall be fully paid and
nonassessable securities of the Company (the "Warrant Securities"), upon
payment of an exercise price per share
of Common Stock by the Holder, her
successors, assigns, of the
lesser of (i)
$0.005 per share,
or (ii) an eighty percent
(80%) discount to the average
of the five (5) lowest
bid prices during the thirty (30) trading days prior to the date
of exercise of the Warrant, in
whole or in part (the "Exercise
Price"), and in accordance to the other
terms and conditions herein.


 


1.
Exercisability. In accordance
with federal and
state securities laws
and regulation, this Warrant
may be exercised
in whole or
in part, beginning on the date
which is the earlier of six (6) months from the Company becoming a Reporting Company
(as defined as an issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the "Exchange Act", which is subject to the periodic and current reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act and is hereinafter referred to as a SEC "Repotting Company"),
or one (1) year
from the date hereof
if not a
Reporting Company, and up to the date which is three
(3) years from the date hereof (the "Exercise Period"), or through March
25, 2018, by presentation and surrender
hereof to the Company of
a notice of
election to purchase duly executed
and accompanied by payment
by check or
wire transfer of the Exercise
Price for such shares
to the Company at the
Company's offices, or exercised in accordance
with Section 6 below.
Notwithstanding the above, the Holder may not exercise any warrants
if at the time of such exercise the amount of common stock
issued upon exercise, when added to other shares of Company common stock owned
by the Holder or which can be acquired by Holder upon exercise or conversion
of any other instrument, would cause the Holder
to own more than nine and ninety-nine-tenths
percent (9.99%) of the Company's outstanding common stock (the "Ownership Limitation"),
which Ownership Limitation shall be
reduced to four and ninety-nine-tenths
percent (4.99%) of the Company's
outstanding common stock should
the Company become a Reporting Company.


 




    	 		 



    	 



    




 


2.Manner
of Exercise. In
case of the
purchase of
 less than all
the Warrant Securities,
at the request of the
Holder the Company shall
cancel this Warrant upon the surrender
hereof and shall execute and deliver
a new warrant of like tenor for the
balance of the Warrant Securities. Upon the exercise of this Warrant, the
issuance of certificates for securities,
properties or rights underlying this Warrant shall be made forthwith without charge
to the Holder including, without limitation,
any tax that may be payable in respect of the
issuance thereof; provided, however, that the
Company shall not be required to pay any tax in respect of income or capital
gain of the Holder.


 


The
Company shall cause
the Warrant Securities
to be delivered
to the Holder
within five (5) business days
of any Exercise by the Holder (the "Issuance"), together with a Board of
Directors resolution of the Company, and an attorney’s opinion letter, provided at the sole expense of the Company, addressed
to the Company's transfer agent, verifying the validity of the Issuance to the Holder.


 


If
and to
the extent this
Warrant is exercised,
in whole or
in part, the
Holder shall be
entitled to receive a
certificate representing the Warrant
Securities so purchased, upon presentation
and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by
payment of the purchase price.


 


3.
Adjustment in Number of Shares


 


(A)
Adjustment for Reclassifications.
In case at
any time or
from time to
time after the issue
date the holders of
the Common Stock of the Company
(or any
shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or,
on or after the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without
payment therefore, other or additional stock or
other securities or property (including cash)
by way of
stock split, spin off, reclassification,
combination of shares or similar
corporate rearrangement (exclusive of
any stock dividend of its or
any subsidiary's capital stock), then
and in each such case the Holder of
this Warrant, upon the exercise
hereof as provided in Section
l, shall be entitled to receive the amount of stock and other securities and
property which such Holder would hold on the date
of such exercise if on the
issue date he had been the holder
of record of the number of shares of Common Stock of the Company
called for on the face of this
Warrant and had thereafte1 during the period
from the issue date,
to and including the date of
such exercise, retained such shares
and/or all other or additional stock and
other securities and property receivable by him as aforesaid
during such period, giving effect
to all adjustments called for during
such period. In the event of any such adjustment,
the Exercise Price shall be adjusted proportionally.


(B)
Adjustment for Reorganization, Consolidation,
Merger. In case of any reorganization
of the Company
(or any other
corporation the stock
or other securities
of which are at
the time receivable on the exercise
of this Warrant) after the
issue date, or in case, after such
date, the Company (or any such other corporation) shall consolidate with or
merge into another
corporation or convey all or substantially all of its assets to another corporation,
then and in each such case the Holder of this Warrant; upon the
exercise hereof as provided in Section 1
at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to
receive, in lieu of
the stock or other securities or·
property to which such Holder would be entitled had the Holder exercised this
Warrant immediately prior thereto, all subject
to further adjustment as provided
herein; in each such
case, the terms of this Warrant shall be applicable to the shares of stock
or other securities or property of any successor of the Company as the result of any reorganization, consolidation or merger,
 receivable upon the exercise of this Warrant
after consummation of any reorganization, consolidation of
merger.


 


4.
No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this
Warrant prior to or in connection with the effectiveness of a registration statement.


 




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5.
No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle
the Holder hereof
to any voting
rights or other
rights as
a stockholder of
the  Company,
or to any other
rights whatsoever except the
rights herein expressed, and, no dividends shall be
payable or accrue in respect of this  Warrant.


 


 


6.         
Cashless Exercise. In lieu of delivering the Exercise Price in Cash, Holder,
at her option, may instruct
the Company to
retain, in payment
of the Exercise
Price, a number
of the shares
of Common Stock (the "Payment Shares")
equal to the quotient
of the aggregate Exercise
Price of the Warrants then being exercised
divided by the Market Price
of such Payment Shares as of the date of exercise, and to deduct the
number of Payment Shares from
the shares of Common Stock to be
delivered to such holder. For purposes
of this Warrant, Market Price shall mean the
closing bid price of the
Company's common stock
on the trading day immediately
before the exercise date. Notwithstanding
the above, this Section
6 shall only
be applicable provided that the Company
is trading on a recognized exchange on
the date of exercise.


 


For
purposes of Rule
144 and sub-section
(d)(3)(ii) thereof, it
is intended, understood
and acknowledged that the
Common Stock issued upon Exercise
of this Warrant in a
Cashless Exercise transaction
shall be deemed to have
been acquired at the time this Warrant was
issued. Moreover, it is intended,
understood and acknowledged that
the holding period
for the Common Stock issued
upon Exercise of this Warrant
in a Cashless Exercise transaction shall
be deemed to have commenced on the date
this Warrant was
issued.


 


7.         
Exchange., This Warrant is exchangeable upon the surrender hereof by the Holder to
the Company for
new warrants
of like tenor
representing in the
aggregate the right
to purchase the number
of Warrant Securities
purchasable hereunder each of such new
warrants to represent the right to purchase such number of Warrant Securities as
shall be designated by the
Holder at the time of such surrender.


 


Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of
this Warrant, and,
in case of
Joss, theft or
destruction, of indemnity or
security reasonably satisfactory to
it and reimbursement to the company of
all reasonable expenses incidental
thereto, and upon surrender and
cancellation hereof, if mutilated, the Company will make
and deliver a new warrant of like
tenor and amount, in lieu hereof.


 


8.Elimination
of Fractional Interests.. The Company shall not be required to issue
certificates representing fractions
of securities upon
the exercise of
this Warrant, nor
shall it be required
to issue scrip
or pay cash in lieu of fractional
interests. All fractional interests shall
be eliminated hy rounding any fraction up to the nearest whole number of securities,
properties or rights receivable upon exercise
of this Warrant.


 


9.
Reservation of Securities.
The Company shall
at all times
reserve and keep
available out of its
authorized shares of
Common Stock or
other securities, solely for
the purpose of issuance upon the
exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise
hereof. The Company covenants and
agrees that, upon exercise of this Warrant
and payment of the Principal Value, all
shares of Common Stock and other securities
issuable upon such exercise shall
be duly and
validly issued, fully paid, non-assessable and
not subject to the preemptive
rights of any stockholder.




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1O.
Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall
occur:


 


(a)                 
the Company shall take a record of the holders of any class of its  securities


for
the purpose of entitling them to receive a dividend or distribution payable otherwise than in
cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company;
or


(b)               
the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company
or securities convertible into or exchangeable for
shares of capital
stock of the
Company, or any
option or warrant
to subscribe therefor;
or


(
c) A dissolution, liquidation 
or winding up of the Company (other than
in connection with
a consolidation or merger)
or a sale of all or substantially all
of its property, assets and business as an entirety shall be proposed, then, in any one or more said events, the Company shall


give
written notice of
such event to
the Holder at
least fifteen (15)
days prior to
the date fixed
as a record date or the date of
closing the transfer books for the determination of the stockholder entitled to such dividend,
distribution, convertible or
exchangeable securities or
subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice
shall specify such record date or the date of closing the transfer
books, as the case may be.


 


11.
Transferability, This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.


 


12.             
Informational Requirements. The Company will
transmit to the Holder such information, documents and reports as are generally distributed
to stockholders of the Company concurrently
with the distribution
thereof to such
stockholders.


 


13.             
Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally
or sent by overnight courier or messenger, or by facsimile transmission, to the last known address for each 
party.


 


14.
Consent to Jurisdiction or Service. The Company consents to the jurisdiction of any
court of the State of Texas or Nevada, and of any federal court located in Texas or Nevada, in
any action or proceeding arising out of or in connection with this Warrant,
wherein said court shall apply Nevada law. The Company waives personal seivice of any summons, complaint or other process in connection
with any such action or proceeding and agrees that service thereof may be made, by cei1ified
mail directed to the Company at the location provided in Section 13 hereof, or, in the alternative, in any
other form or manner permitted by law.


 


15.
Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit
of the Company, the Holder and their respective legal representatives, successors and
assigns.


 


16.
Attorneys Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms
hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including
reasonable attorney's fees, whether or not suit is instituted.


 


17.
Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEVADA, WITHOUT
GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.


 







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IN
WITNESS WHEREOF, the
Company has caused
this Warrant to be
executed by the signature of
its Officer whose
name appears below and
to be delivered in Dallas, Texas on the
30th day of October, 2015.


 


Acknowledged:


By:
/s/ Roy Meadows


Roy
Meadows







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NOTICE
OF EXERCISE TO: ROCKY MOUNTAIN HIGH BRANDS INC.


(1)                    The undersigned hereby elects to purchaseshares
of the common stock of Totally Hemp Crazy ,Inc., a
Nevada corporation (the "Company"), pursuant to
the terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any;
or


 


The
undersigned hereby elects to purchaseshares
of the common stock of the Company pursuant
to the terms of the cashless exercise provisions set forth in Section 6 of the attached Warrant, and shall tender payment of all
applicable transfer taxes, if any.


(2)                 
Please issue
a certificate or
certificates representing said
shares of the
Company's common stock in the name of the undersigned or in such other name as is specified 
below:


 


 








 


 


(Address).
_


 





 


(Date)(Signature)


 


(Print
name)






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