CONFIDENTIAL 


 


 


EXCHANGE AGREEMENT


 


 


THIS EXCHANGE AGREEMENT
(the “Agreement”) is made this 9th day of November, 2015 (the “Effective Date”),
by and between Roy Meadows, an individual, with an address of 207 Jasmine Lane, Longwood, Florida 32779, (the “Debtholder”),
and Rocky Mountain High Brands Inc., ( formerly named Totally Hemp Crazy, Inc. and Republic of Texas Brands, Inc. respectively)
a Nevada corporation, (the “Company”). (The Debtholder and the Company may be referred to herein collectively as the
“Parties”, or individually as a “Party”.)


 


RECITALS


 


WHEREAS, Debtholder
is the holder of that certain Amended & Restated Demand Convertible Promissory Note (the “Note”), dated March 25,
2015, in principal amount of up to One Million, Five Hundred Thousand Dollars ($1,500,000.00 U.S.), a copy of which is attached
hereto as Exhibit A, which is a continuation of that certain Amended & Restated Demand Convertible Promissory Note,
dated July 17, 2014, in principal amount of up to Two Hundred and Fifty Thousand Dollars ($250,000.00 U.S.), which itself was a
continuation of that certain Demand Convertible Promissory Note, dated February 5, 2013 between the Debtholder and the Company’s
predecessor, Republic of Texas Brands, Inc., (the “Original Note”); and which Note has an outstanding balance as of
the Effective Date of one million, one hundred and seven thousand, six hundred and six dollars and forty-seven cents ($1,107,606.47
U.S.) including accrued compound interest of twelve percent (12%), conversions and fees to date (the “Note’s Outstanding
Balance”) which the Company hereby acknowledges; and


 


WHEREAS, the Company
has amended its Articles of Incorporation as of November 9, 2015, per the attached amendment Exhibit B thereto, with majority
shareholder consent and authorization of its Board of Directors to create a series of preferred stock designated as “Series
C Preferred Stock”, which is a 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of
the Company having the all rights, privileges and the “Rank” as described in Exhibit B, (the “Series C
Preferred Stock”); and


 


WHEREAS, the Company
wishes for the Debtholder to exchange as of the Effective Date the Note’s Outstanding Balance for shares of the Series C
Preferred Stock (the “Exchange”) at an exchange value in dollars of the Note’s Outstanding Balance per share
of Series C Preferred Stock equal to one (1) share of Series C Preferred Stock for each dollar ($1.00 U.S.) of the Note’s
Outstanding Balance, wherein any amounts of the Note’s Outstanding Balance under one (1) dollar (U.S.) are rounded up to
the next full share of Series C Preferred Stock, (the “Exchange Value”); and


 




    	 



    	 



    

 


WHEREAS, the Debtholder
has agreed to the Exchange per the Exchange Value, as of the Effective Date.


 


NOW
THEREFORE, for
and in consideration
of the mutual
promises and covenants set forth
herein and other good
and valuable consideration by and between the Parties, the
receipt and sufficiency
of which are
hereby acknowledged,
the Parties agree as follows:


 


ARTICLE I


AGREEMENT


 


1.01 Incorporation
of Recitals. The preceding Recitals are hereby
incorporated into this Agreement in their entirety
and have been agreed to by both Parties as true and complete.


 


1.02. Exchange of
Note for Series C Preferred Stock. On the Effective Date, Debtholder shall exchange the Note’s Outstanding Balance
as of the Effective Date of one million, one hundred and seven thousand, six hundred and six dollars and forty-seven cents ($1,107,606.47
U.S.), (the “Exchange Amount”) into one million, one hundred and seven thousand, six hundred and seven (1,107,607)
shares of Series C Preferred Stock (the “Series C Issuance”) at the previously stated Exchange Value, wherein one (1)
share of Series C Preferred Stock is exchanged for each dollar ($1.00 U.S.) of the Note’s Outstanding Balance, with any amounts
of the Note’s Outstanding Balance under one (1) dollar (U.S.) rounded up to the next full share of Series C Preferred Stock.
As a result of the Exchange, the Debtholder shall receive the Series C Issuance, which stock shall be delivered to the Debtholder
in certificate form within ten (10) business days of the Effective Date. The Company shall also provide to the Debtholder as of
the Effective Date a resolution of its Board of Directors authorizing the Exchange, which in form and content, must be acceptable
to the Debtholder or its authorized representatives, which resolution is attached hereto as Exhibit C. For purposes of Rule
144 and its sub-section (d)(3)(ii), it is intended, understood and acknowledged by the Company and the Debtholder that any of the
Series C Preferred Stock issued upon the Exchange shall be deemed to have been acquired from the date of the issuance of the Original
Note.


 


1.03. Continuing
Obligations of the Company. Until the end of time, except for the occurrence of either the conversion in full or the redemption
in full by the Debtholder or its successors and assigns of all the shares of the Series C Preferred Stock, the Company agrees to
be bound by the designations and preferences of the Series C Preferred Stock as stated in the Amendment to its Articles of Incorporation,
attached hereto as Exhibit B, including, but not limited to, its “Rank”, “Exchangeability”, “Interchangeability”,
and “Conversion” features (“Article V Authorized Stock”). The Company may not amend any of the
section (s) relating to Series C Preferred of Article V Authorized Stock attached hereto, without prior written authorization
of the Debtholder as to both his permission to amend said sections in Article V and his agreement, at his
sole option, specific to any changes that are proposed to said amendment (the “Debtholder Authorization”). Failure
by the Company to obtain such Debtholder


 




    	 



    	 



    

 


Authorization prior to any amendment/change
to Article V Authorized Stock, may be regarded by the Debtholder as an immediate breach of this Agreement and the Exchange, and
the Debtholder, at his sole option, and without written notice, may interchange the Series C Issuance, in whole or in part, back
into the Note, in accordance with terms and conditions stated in the attached Article V Authorized Stock and this Agreement.


 


1.04. Redemption
Rights. Per the attached Exhibit B, Article V Authorized Stock, provision “6) Redemption” under the
heading Series C Preferred Stock, “at the option of the Corporation, the Corporation shall have the right, in whole or in
part, to redeem a quantity of shares of Series C Preferred Stock held by any holder as specified in a written notice of redemption
(“Redemption Notice”)”, the Company may redeem the Series C Preferred Stock held by the Debtholder. For purposes
of this Agreement, the Company agrees that any Redemption of the Series C Preferred Stock held by the Debtholder under the aforementioned
provision “6) Redemption” must occur not later than one calendar year from the Effective Date of this Agreement, which
period may be extended by written agreement of the Debtholder and the Company by the payment to the Debtholder of consideration
to be determined by the Debtholder for said extension. The Company agrees that any Redemption Notice will allow not less than fifteen
(15) business days before such Redemption is effective (the “Redemption Period”), during which Redemption Period the
Debtholder shall have the right to (a) convert, in whole or in part in accordance with all federal and state law and regulation,
its Series C Preferred Stock to common stock as described in Exhibit B, Article V Authorized Stock, provision “5)
Conversion” under the heading Series C Preferred Stock. In the event that the Debtholder, his successors or assigns, transfers,
pledges, or hypothecates its Series C Preferred Stock prior to Redemption, any beneficial third party holder of such Series C Preferred
Stock will still be subject to the Redemption.


 


1.04. Unregistered
Stock. The Debtholder acknowledges and understands that the Series C Preferred Issuance and the common stock into which
it may be converted, have not been registered under any applicable federal or state securities laws (collectively, the “Unregistered
Stock”), and reserves the right to piggback and priority registration of such Unregistered Stock (Cf., following section,

“Registration Rights.”)


 


1.05.Limitations
on Additional Issuances and Seniority of Series C Preferred Stock of Debtholder. The Company further agrees not to make
any additional issuances of any Series C Preferred Stock unless and until the Debtholder has agreed in advance in writing to any
such issuance. In the event that the Debtholder agrees to any additional issuance of Series C Preferred Stock, the Company agrees
that the Series C Issuance to the Debtholder shall be forever senior to any additional issuances of Series C Preferred Stock to
any other party, with the effect that the Debtholder shall have (a) priority rights to any conversion of the Series C Preferred
Stock to common stock before any conversion by any other holders of Series C Preferred Stock (b) priority rights pertaining to
the Redemption of said shares by the Company, in whole or in part, before any other holders of Series C Preferred Stock, and (c)
priority rights pertaining to the payment of interest or dividends before any such payment(s) to any other holders of


 




    	 



    	 



    

 


Series C Preferred Stock or any other classes
of preferred stock of the Company that are now in existence or to be created at any time in the future. For as long as the Debtholder
retains any Series C Preferred Stock, the Company agrees until the end of time to be bound by this provision.


 


1.06. Registration
Rights. For as long as either the Series C Preferred Stock remains outstanding or any shares of common stock are held by
the Debtholder which are issued from the conversion of any of the Series C Preferred Stock, or in the event that the Series C Stock
is interchanged back to the Note, the Company hereby grants the Debtholder piggyback and priority registration rights on any such
shares of Series C Preferred Stock or its converted common stock, or the shares of common stock resulting from the conversion of
debt of the Note, in whole or in part, or the Note itself, (collectively, the “Securities”) in any registration statement
filed with the Securities and Exchange Commission for said Securities (a “Registration”). In the event of a Registration,
the Company agrees to pay in advance for the benefit of the Debtholder, any and all registration costs and expenses, including,
but not limited to, legal fees, pertaining to the Registration.


 


1.07. Conversion
Limitation. Unless waived in writing by the Debtholder, neither the Debtholder nor the Company may convert any shares of
the Series C Preferred Stock if at the time of such conversion the amount of common stock issued from the conversion, when added
to other shares of the Company’s common stock owned by the Debtholder would cause the Debtholder 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 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 thereinafter referred
to as a “SEC Reporting Company.” The restriction described in this paragraph may be revoked upon sixty-one (61) days
prior notice from Debtholder to the Company.


 


1.08. Obligation
to Make Filings. Prior to becoming a SEC Reporting Company, the Company agrees to post all information required by
Pink OTC Markets, Inc. on a continuous basis in order to maintain a Pink OTC Markets’ rating acceptable to the
Debtholder in its sole discretion, which said rating shall be continuous without lapse or downgrade, as a condition of this
Agreement. If applicable, the Company shall make in a timely manner all necessary additional Securities and Exchange
Commission and/or State “Blue Sky” filings, if any, required of it under applicable law and regulation. Should
the Company become a SEC Reporting Company, the Company agrees to timely file all information required under SEC law and
regulation on a contiguous basis in order to stay current with all federal reporting requirements. Failure to comply with the
terms and conditions of this paragraph at any time during which the Debtholder, its successors or assigns, holds either the
Series C Preferred Stock, any common stock converted from it, or the Note, in whole or in part, shall
constitute a breach of this Agreement by the Company.


 




    	 



    	 



    




 


1.09. Accuracy of
Representations and Warranties. The following representations and warranties of Debtholder and the Company set forth herein
shall be true and correct on and as of the Effective Date.


 


 


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF THE
DEBTHOLDER


 


The Debtholder hereby represents
and warrants to Buyer as follows, all of which shall survive closing:


 


2.01. Title to Note.
The Debtholder owns the Note beneficially, with good and marketable title thereto, and the Debtholder has the absolute right to
exchange the Note under this Agreement with any and all rights and benefits incident to the ownership thereof. The Note is free
and clear of all the following of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges,
escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures,
security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or
oral and whether or not relating in any way to credit or the borrowing of money.


 


2.02. Rule 144.
The Debtholder has beneficially owned the Note, without interruption, since the date such Note was first issued to the Debtholder
as set forth in Schedule A. The Debtholder is not, and has not for in excess of ninety (90) days, been an “Affiliate”
of the Company, as that term is defined by Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).
Neither the Company nor the Debtholder will take any action which would adversely affect the tacking holding period under Rule
144 for the benefit of the Debtholder. The Debtholder has full power and authority to exchange the Note and execute, deliver and
perform this Agreement.


 


For purposes of Rule 144 and sub-section (d)(3)(ii)
thereof, it is intended, understood and acknowledged by the Company and the Debtholder that any of the Series C Preferred Stock
issued upon an Exchange shall be deemed to have been acquired at the time the Note was issued; and that it is intended, understood
and acknowledged by the Company and the Debtholder that the holding period for any common stock issued upon any conversion of the
Series C Preferred Stock into common stock, or any other security, shall be deemed to have commenced from the date of issuance
of the Original Note.


 


2.03. Execution and
Binding Effect. The Debtholder, an individual, has the powers adequate for the making and performing of this Agreement.


 


2.04. No Breach,
Default, Violation or Consent. The execution, delivery and performance by the Debtholder of this Agreement does not and
will not:


 




    	 



    	 



    

 


(a) breach or result in
a default (or an event which, with the giving of


notice of the passage of time, or both, would
constitute a default) under, require any consent under or give to others any rights of termination, acceleration, suspension, revocation,
cancellation or amendment of any business agreement or understanding;


 


(b) breach or otherwise
violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental Order”)
which names the Debtholder or is directed to the Debtholder or the Note;


 


(c) to the best of Debtholder’s
knowledge, violate any law, rule, regulation, ordinance or code of any governmental entity (each a “Governmental Rule”);
or


 


(d) to the best of Debtholder’s
knowledge, require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification
with, any governmental entity.


 


2.05. Litigation.
There is no pending or, to the best of Debtholder’s knowledge, threatened investigation, action or proceeding against the
Debtholder which would in any way affect the Note or the Debtholder’s ability to enter into the Exchange.


 


2.06. Delivery of
Documents; Accurate Disclosure. Debtholder has delivered to the Company a correct and complete copy of the Note and its
related documents.


 


2.07. Representations.
None of the information furnished or to be furnished by Debtholder to the Company or any of its representatives in connection with
this Agreement and none of the representations and warranties of Debtholder set forth herein (a) is or will be false or misleading
in any material respect, (b) contains or will contain any untrue statement of a material fact or (c) omits or will omit any statement
of material fact necessary to make the same not misleading.


 


2.08. Insolvency.
The Exchange has been determined by the Debtholder as fair consideration for the Note and the Exchange will not create an insolvency
of the Debtholder who has sufficient assets available to the Debtholder after consummation of the Exchange to pay any and all creditors
of the Debtholder.


 


2.10. Debtholder
Acknowledgement.As set forth by the Debtholder’s signature on the signature page hereto, The Debtholder acknowledges
and agrees to the accuracy of the representations and warranties of the Debtholder herein, including but not limited to, the representation
of the Debtholder as to the beneficial ownership holding period of the Note.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE
COMPANY


 




    	 



    	 



    

 


The Company hereby represents
and warrants to Buyer as follows, all of which shall survive closing:


 


3.01. Organization
and Qualification. Rocky Mountain High Brands Inc. is a corporation duly organized validly existing and in good standing
in the State of Nevada.


 


3.02. Power and Authority.
The Series C Preferred Stock as of the Effective Date to be delivered in the Exchange is duly and validly executed by authorized
officers of Rocky Mountain High Brands Inc. and constitutes a legal and valid issuance by Rocky Mountain High Brands Inc. in accordance
with the Company’s Articles of Incorporation as amended.


 


3.03. No Breach,
Default, Violation or Consent. The execution, delivery and performance of this Agreement by the Company does not and will
not:


 


(a) violate the Company’s
Articles of Incorporation, as amended, or Bylaws;


 


(b) breach or result in
a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require
any consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment
of any business agreement or understanding of the Company with any third party;


 


(c) breach or otherwise
violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental Order”)
which names or is directed to the Company;


 


(d) to the best of the
Company’s knowledge, violate any law, rule, regulation, ordinance or code of any governmental entity (each a Governmental
Rule”); or


 


(e) to the best of the
Company’s knowledge, require any consent, authorization, approval, exemption or other action by, or any filing, registration
or qualification with, any governmental entity.


 


3.04. Litigation.
There is no pending or, to the best of the Company’s knowledge, threatened, investigation, action or proceeding against the
Company which would in any way affect the Series C Preferred Stock, the Note, or the Company’s ability to to enter into this
Agreement or the Exchange.


 


3.05. Title Matters.
To the best of the Company’s knowledge, the Debtholder has good and marketable title to the Note, free and clear of all liens,
or any nature whatsoever, and is the record owner of the Note on the books and records of the Company in the amount of the Note’s
Outstanding Balance as of the Effective Date.


 




    	 



    	 



    

 


3.06. Delivery of
Documents; Accurate Disclosure. The Note attached hereto as Exhibit A constitutes a true and correct copy of the
most recent, valid version of the Note between the Company and the Debtholder. The Note’s Outstanding Balance as of the Effective
Date, will not be less than the Exchange Amount.


 


3.07. Representations.
None of the information furnished or to be furnished by the Company to the Buyer or any of its representatives in connection with
this Agreement, and none of the representations and warranties of the Company set forth herein (a) is or will be false or misleading
in any material respect, (b) contains or will contain any untrue statement of a material fact or (c) omits or will omit any statement
of material fact necessary to make the same not misleading.


 


3.08. Stock.
The books and records of the Company reflect all of the issued and outstanding stock in the Company. As of the Effective Date,
the Company is authorized to issue up to 810,000,000 shares of capital stock consisting of 10,000,000 shares of preferred stock,
designated in three classes, Series A, B and C, and 800,000,000 shares of common stock. There are 1,000,000 shares of Series A
preferred stock designated, and 1,000,000 shares of Series A Preferred Stock issued and outstanding; 7,000,000 shares of Series
B preferred stock designated, and no shares of Series B Preferred Stock issued and outstanding; and 2,000,000 shares of Series
C preferred stock designated, and no shares of Series C Preferred Stock issued and outstanding prior to the Effective Date and
the issuance of Series C Preferred Stock comtemplated herein. As of the Effective Date there is 452,656,154 shares of common stock
issued and outstanding.


 


 


ARTICLE IV


INDEMNIFICATION


 


4.01. Indemnification.
In the event that either Party breaches any of its representations, warranties, agreements or covenants contained in this Agreement,
then such Party agrees to indemnify the other from and against the entirety of any and all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments, assessments, orders, decrees, rulings, damages (including
interest thereon), including without limitation, penalties, fines, costs, amounts paid in settlement, liabilities, obligations,
taxes, liens, losses, expenses, and fees, including court costs and reasonable attorney’s fees and expenses, that may result
from such breach.


 


4.02. Other Limitations.
The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law
remedy any Party hereunder may have for breach of representation, warranty, or covenant, or for any other act or omission giving
rise to any claim for adverse consequences.


 




    	 



    	 



    

 


ARTICLE V


COMPANY ACKNOWLEDGMENT



 


5.01. Tacking.
For purposes of Rule 144 and its sub-section (d)(3)(ii), the Company acknowledges and agrees that the Debtholder may “tack”
back its holding period of the Series C Preferred Stock under Rule 144 of the Securities Act to the issuance date of the Note which
is a continuation of that certain Amended & Restated Demand Convertible Promissory Note, dated July 17, 2014, in principal
amount of up to Two Hundred and Fifty Thousand Dollars ($250,000.00 U.S), which itself was a continuation of that certain Demand
Convertible Promissory Note, dated February 5, 2013 (the “Original Note”). The Company acknowledges and agrees that
any restrictions imposed either by the Debtholder or the Company for the conversion of the
Series C Preferred Stock to common stock shall be removed in order to allow the Debtholder the right to convert to common
stock without any percentage ownership restrictions, subject to the terms and conditions of Section “1.07. Conversion Limitation.”
In furtherance of such acknowledgement, the Company, at its own expense and without cost to the Debtholder, shall promptly provide
any legal opinions or other assistance the Debtholder might require in order to convert the Series C Preferred Stock, or in the
event of an Interchange, the Note, pursuant to Rule 144 in accordance with all federal and state laws and regulations.


 


 


ARTICLE VI


ADDITIONAL PROVISIONS


 


6.01. No Modification.
This Agreement may not be amended or modified except by a written agreement or amendment to this Agreement signed by both Parties
hereto.


 


6.02. Counterparts:
Facsimile Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate
counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same
instrument. Any Person who delivers an executed counterpart of this Agreement by facsimile also shall deliver a manually executed
counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability
or binding effect of this Agreement.


 


6.03.  Entire Agreement.
This Agreement contains the entire agreement of the Parties with respect to the transaction herein and supersedes all prior written
and oral agreements, and all contemporaneous oral agreements, relating to the transaction described herein.


 


6.04. Expenses.
Each Party shall be responsible for its own expenses as it may incur in connection with the negotiation, preparation, execution,
delivery, performance and enforcement of this Agreement and any other related documents.


 


6.05. Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Florida or any other jurisdictions) that would


 




    	 



    	 



    

 


cause the application of the laws of any jurisdictions
other than the State of Florida. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in Seminole County, Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such Party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.


 


EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT.


 


6.06 Arbitration.
It is the intention of the Company and the Debtholder that before filing a lawsuit, all controversies, disputes and claims of any
type between the Debtholder and the Company connected to this Agreement, or the breach thereof, will be resolved by binding Arbitration
per the provisions of the Florida Arbitration Code, Chapter 682, Florida Statutes, except as otherwise provided herein (the “Arbitration”).
Such Arbitration shall be governed per the terms and conditions of Annex 1 attached hereto.


 


6.07. Notices.
Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted
hereunder:


 


(a) shall be in writing:


 


(b) shall be sent by messenger,
certified or registered US mail, a reliable express delivery service, charges prepaid as applicable, to the appropriate address(es)
first set forth above; and


 


(c) shall be deemed to
have been given on the date of receipt by the addressee (or, if the date of receipt is not a business day, on the first business
day after the date of receipt), as evidenced by (i) a receipt executed by the addressee (or a responsible person in his or her
office), the records of the person delivering such communication or a notice to the effect that such addresses refused to claim
or accept such communication, if sent by messenger, U.S. mail or express delivery service.


 


6.08. Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 




    	 



    	 



    

 


6.09. Successors
and Assigns. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors
and assigns of each of the Parties to this Agreement. In the event of a change of control of the Company, the Company shall be
obligated to inform any new controlling third parties of their obligations under this Agreement.


 


6.10. Transferability.
This Agreement may be transferred, pledged, hypothecated, or assigned by the Debtholder in its sole option and discretion at any
time. In the event any third party acquires a controlling interest in the Company or acquires substantially all of the assets of
the Company (a “Reorganization Event”), this Agreement will survive and become an obligation of the Party that acquires
such controlling interest or assets. In the event of a Reorganization Event the Company agrees to make the Party that acquires
such controlling interest or assets, aware of the terms and conditions contained in this paragraph and this Agreement.


 


6.11. Assignment.
No portion of this Agreement or any of its provisions may be assigned, nor obligations delegated, by the Company to any third party
without the prior written consent of the Debtholder except by operations of law or regulation. The Debtholder, its successors or
assigns, may assign this Agreement or any of its provisions, in whole or in part, at any time.


 


6.12 Finder’s
Fees. Each Party represents that it has no liability or obligation to pay any finder’s fees or commissions in connection
with this transaction for which any other Party could become liable or obligated. Each Party agrees to indemnify and to hold harmless
the other Parties from any such liability or obligation (and the costs and expenses of defending against such liability or obligation
or asserted liability or obligation) for which such Party or any of its officers, partners, employees, or representatives is responsible.





 


6.13. Termination;
Effects of Termination.


 


(a) Termination.
This Agreement may be terminated at any time:


 


(i) by mutual agreement
of Company and Debtholder,


 


 (ii) by Debtholder in writing at any time
if Company breaches any of the terms and conditions of this Agreement, which breach is not cured by the Company within
ten (10) business days of its receiving said written notice from the Debtholder.


 


 (b)  Effects of Termination.
In the event that this Agreement is terminated:


 


(i) the Exchange shall
terminate whereby the Note, unamended and unrestated, with all its original terms and conditions and related documents in full
force


 




    	 



    	 



    

 


and effect and including to the date of Termination
an update of any and all accrued and unpaid Interest and fees, and any and all accrued and unpaid dividends due the Series C Preferred
Stock, less any conversions to common stock (the “Reissued Note”), shall replace the Series C Issuance, which the Debtholder
shall return to the Company for complete cancellation and non-reissuance from treasury, within five (5) business days of said Termination.
The Company agrees that the Reissued Note shall be effective as of the date of the Termination and shall replace the Series C Preferred
Stock for which it is interchanged, immediately on the books and records of the Company. It is understood and acknowledged by the
Company that any updated amount in accrued and unpaid Interest and fees, and accrued and unpaid dividends due the Series C Preferred
Stock when added with to the outstanding balance of the Note in the form of the Re-issued Note, shall result in a proportion incremental
Common Stock Purchase Warrant, per the terms and conditions of Section 10.” Equity Bonus of Common Stock Purchase Warrant.”
of the Note and Reissued Note.


 


(ii) the Reissued Note
shall be issued with it’s provisions activated pertaining to the Note’s Section 11, “Security”, wherein
the Company shall be obligated to file a UCC-1 Financing Statement for the protection of the Debtholder within ten (10) business
days of Termination, in addition, to any other requirements as stated in the Note’s Section 11, “Security”.


 


6.14. Waivers.
The due performance or observance by the Parties of their respective obligations hereunder shall not be waived, and the rights
and remedies of the Parties hereunder and under any other related documents shall not be affected by any course of dealing or performance
or by any delay or failure of any Party in exercising any such right or remedy. The due performance or observance by a Party of
any of its obligations hereunder may be waived only by a writing signed by the Party against whom enforcement of such waiver is
sought, and such waiver shall be effective only to the extend specifically set forth therein.


 


6.15. Survival.
All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial
statement delivered by any Party to this Agreement are material, shall be deemed to have been relied upon by the other Party, and
shall survive the termination of this Agreement for any reason or cause. In addition, any provision, term or condition of this
Agreement which by its natures must survive the Termination of this Agreement, shall do so until the end of time.


 


6.16.  Captions;
No Strict Construction. All captions, headings, paragraph and subparagraph numbers and letters are solely for reference
purposes and shall not be deemed to be supplementing, limiting or otherwise varying the text of this Agreement. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any Party.


 


6.17. Effectiveness
Of Construction. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under


 




    	 



    	 



    

 


applicable law and in such a way as to, as
closely as possible, achieve the intended economic effect of such provision and this Agreement as a whole, but if any provision
contained herein is, for any reason, held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective
to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of
such provision or any other provisions hereof, unless such a construction would be unreasonable.


 


6.18. Further Assurances.
The Company, its officers, directors and majority shareholders hereto shall cooperate with one another at reasonable times and
on reasonable conditions and shall promptly execute and deliver any and all instruments and documents requested by the Debtholder
as may be reasonably necessary in order to fully carry out the intent and purposes of this Agreement as contemplated by the Debtholder
at any time prior to the full conversion, interchange or redemption of the Series C Preferred Stock.


 


6.19. Authority To
Bind. A responsible officer of the Company has read and understands the contents of this Agreement and is empowered and
duly authorized on behalf of the Company and its shareholders and its Board of Directors to execute it, and bind the Company to
it.


 


6.20. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Debtholder by vitiating
the intent and purpose of the transaction contemplated herein and hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Debtholder shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


6.21. No Third-Party
Beneficiaries. No person, organization or association other than the Debtholder and the Company shall have any rights or
claims under this Agreement.


 


6.22. No Interpretation
Against Drafter. There shall be no rule of interpretation against the drafter in drafting this Agreement. Each Party acknowledges
(a) that it has read this Agreement in its entirety, (b) that it has had full opportunity to study and review this Agreement and
to make or negotiate any changes they deem necessary, (c) that each Party has the right to consult and should consult independent
legal counsel respective to its rights and duties under this Agreement, (f) that each Party has had full opportunity to review
and discuss this Agreement with independent legal counsel and tax and other advisors.


 




    	 



    	 



    

 


6.23. Confidentiality.
The content of this Agreement is to be used by the Company and the Debtholder to govern the transactions described herein and such
content may not be disclosed by either Party to any person other than each’s respective attorneys, accountants and other
advisors with contractual or defined business relationships to the Company or the Debtholder, and only then on a confidential basis,
except where disclosure is required by law or is mutually consented to in writing by both Parties.


 


6.24. Public Disclosure.
Except for disclosure of the existence and execution of this Agreement and its general purpose by the mutual consent of both Parties
hereto, neither Party shall issue any form of communications to the public relating to the content of this Agreement without the
other’s written, prior approval to the exact language contained in such communication, or unless such disclosure is required
by law.


 


6.25. Binding after
Attorney Final Review and Approval. Should this Agreement be executed prior to either Party receiving final review and
approval from its respective legal counsel, it shall not be binding until each Party’s legal counsel has reviewed and/or
modified it and issued a final written approval to each Party.


 


6.26. Time of the
Essence. Time is of the essence in this Agreement and of each and every provision hereof. Any Party hereto may claim a
material breach of this Agreement in the event that a delay of any form occurs in the execution of any article, section or provision
wherein a time period for performance is specified and not fulfilled, and wherein any such delay has not been pre-approved in writing
by the other Party to the Agreement. In the event of a claimed material breach by any Party, the Party deemed responsible for the
material breach shall have five (5) business days to cure said breach to the full satisfaction of all other parties hereto, or
this Agreement shall terminate per Section 6.13.


 


 


(Signature Page Follows)


 



    

    

    




IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement on the Effective Date.


 


DEBTHOLDER:


Roy Meadows


 


By: /s/ Roy Meadows


Roy Meadows, an individual 


 


THE COMPANY:


Rocky Mountain High Brands Inc.


a Nevada corporation 


 





By: /s/ Jerry Grisaffi 


Jerry Grisaffi, Founder, Secretary
and Treasurer





 


By: /s/ David Seeberger 


David Seeberger, Corporate
Counsel


 







    	 



    	 



    

 


ANNEX
1


 


DISPUTES/ARBITRATION


 


Before filing a lawsuit,
all controversies, disputes and claims of any type between the Debtholder and the Company to this Agreement and including all matters
arising relating to this Agreement or the breach thereof will be resolved by binding Arbitration by the majority vote of a three-person
Arbitration Panel consisting of a Neutral Arbitrator and a Party Advocate Arbitrator appointed by each side according to the following
procedure:


 


(a)Arbitration will be governed by the
provisions of the Florida Arbitration Code, Chapter 682, Florida Statutes, except as otherwise provided herein;


 


(b)The Party initiating Arbitration (“Claimant”)
shall place an ad (the “Ad”) in the Orlando Sentinel, other local newspaper and/or “Craig’s List”,
soliciting responses for, “An arbitrator experienced in mediation, arbitration or managing business affairs to settle disputes
for $65.00/hr. Reply to (insert Claimant’s address) or Fax (insert Claimant’s fax number)” and proceed to have
the Neutral Arbitrator selected as set forth below in the paragraph “SELECTION OF THE NEUTRAL ARBITRATOR”;


 


(c)Claimant shall give written notice of
its “Arbitration Claim” to the other Party (“Respondent”), which shall state the nature of the dispute,
the amount involved, the remedies sought and the name, address and telephone number of the person designated as the Claimant’s
Advocate Arbitrator. Once the Neutral Arbitrator is selected as outlined below, the proposed date, time and location of the Pre-Arbitration
Conference shall be selected by the Claimant, such date, time and location shall be at least 21 days but not more than 32 days
from the date that the Arbitration Claim was sent (not delivered) to the Respondent’s address.


 


(d)Respondent shall to be deemed to have
automatically denied the Arbitration Claim. Respondent shall provide written notice to Claimant of the name, address and telephone
number of its Party Advocate Arbitrator and shall state any Counter-Arbitration Claims it has by stating the nature of the dispute,
the amount involved and the remedies sought. This notice shall be given at least 10 days prior to the date selected for the Pre-Arbitration
Conference. If Respondent fails to timely name an Advocate Arbitrator, then the Arbitration shall be conducted by the Neutral Arbitrator
and the Claimant’s Advocate Arbitrator.


 


(e)Notices to institute an Arbitration
proceeding shall be sent in accordance with the “Notices” provision herein or such other address as subsequently designated
in an Arbitration Claim or Counter-Arbitration Claim. If any attorney appears on behalf of any Party, notices shall thereafter
be sent to such attorney.


 


(f)The parties may designate anyone as
a Party Advocate Arbitrator including employees, relatives and closely associated persons except they shall not designate an


 




    	 



    	 



    

 


owner, officer or member of the Board of Directors
of a Party or a person that has attended more than one year of law school or has been an attorney anywhere. The parties may be
represented by licensed attorneys in the Arbitration but none of the Arbitrators may be an attorney or have attended more than
one year of law school.


 


(g)The Pre-Arbitration Conference and Arbitration
Hearings will be held at a location and time as designated by the Debtholder. In the event that the Company wishes to institute
an Arbitration as a Claimant, then notice shall be given by the Debtholder who shall cooperate in designating the location and
time of the Pre-Arbitration Conference. The Pre-Arbitration Conference may be conducted by conference telephone call if the parties
and the arbitrators concur.


 


(h)The Pre-Arbitration Conference shall
be held at least 21 days from the date of the sending of the Arbitration Claim. The Arbitration Hearing shall be held within at
least 14 days after but no more than 24 days after the Pre-Arbitration Conference at a date and time set by the Arbitrators unless
they extend the time based upon a determination of good cause. However, in no event shall the Arbitration Hearing be held more
than 30 days after the Pre-Arbitration Conference unless both parties agree. At the Pre-Arbitration Conference, the Arbitrators
shall each take an oath that they meet the requirements detailed in this Agreement. At the Pre-Arbitration Conference, a copy of
the Arbitration Claim and Counter-Arbitration Claims shall be given to the Neutral Arbitrator. Within 10 days after the Pre-Arbitration
Conference, each side shall give written notice of the name and address of each witness it intends to call, a list of exhibits
and a copy of each exhibit. This disclosure may be supplemented only upon a showing of good reason to the Arbitrators.


 


(i)The Neutral Arbitrator shall chair the
Pre-Arbitration Conference and the Arbitration Hearing. All decisions of the Arbitration Panel shall be decided by majority vote
of the Arbitrators. The Arbitrators’ Award must be rendered within 2 days after the Arbitration Hearing and summarize each
claim or point submitted to Arbitration, the Award for that claim or point and the basis for the Arbitrator’s Award. The
Award must be based on, and conform, to, the terms of this Note and award damages only as provided herein, however, the Arbitrators
may not award punitive damages. The Award shall be sent by certified mail to the parties. If the Arbitration Award does not comply
with the preceding provisions, it will be deemed invalid, and either Party may, within 90 days of the delivery to that Party of
a copy of the original award, re-initiate Arbitration of the same claims, issues and disputes, with each Party selecting a new
Advocate Arbitrator other than his original designee, and a new Neutral Arbitrator selected. If the Neutral Arbitrator does not
comply with this clause, the fee to them shall not be paid or due.


 


(j)Provided the Award complies herewith,
it will be final, conclusive and binding on the parties, subject only to the limited judicial review permitted under the Florida
Arbitration Code.


 


(k)Venue for all lawsuits will lie in the
County and Circuit Courts of Seminole County.


 




    	 



    	 



    

 


(l)The provisions of this Section may not
be waived by the Company without the express written consent of the Debtholder.


 


(m)In the event a Party files a lawsuit
prior to filing Arbitration, the other Party shall recover attorney fees incurred as a result of that action if the court orders
Arbitration. The Arbitrators shall determine the amount of attorney fees.


 


(n)The Arbitrators may order that depositions
be allowed or documents produced on matters concerning the arbitration only upon a showing of good cause. Any order allowing depositions
shall set limit the number of depositions and establish a time limit for each deposition. The Arbitrators shall consider failure
to abide by their orders in reaching a decision.


 


(o)No class action lawsuit may be filed
using the arbitration provision. If a Party has several contracts or related claims, the Arbitration Claims may be consolidated
into one Arbitration.


 


(p)Each side shall pay one-half of the Neutral Arbitrator’s
fee and may be required to pay an estimated fee prior to the Pre-Arbitration Conference. If a Party fails to pay the Neutral Arbitrator’s
fee as ordered at the Pre-Arbitration Conference, then that Party waives the right to present evidence and argument at the Arbitration
Hearing. The Award may award the cost of the Neutral Arbitrator to be paid by the Party the Arbitrator determines prevails at the
Arbitration Hearing. Each side shall pay for their own Advocate Arbitrator, their own experts and any attorneys which represent
them in Arbitration.


 


(q)The parties agree that no attorney fees
may be awarded by the courts or Arbitrators for representation in the Arbitration except the courts shall award attorney fees for
the confirmation, enforcement and collection of the Arbitration Award.


 


(r)Provided the award complies with the
terms of this agreement and Note, the award will be final, conclusive and binding on the Parties subject only to the limited judicial
review permitted in the Florida Arbitration Code.


 


(s) Each Party waives the right to a jury
trial.


 


(t)The terms and conditions of this Section
will survive any cancellation, default or any other termination of this Note.


 


(u)No punitive damages may be awarded in
any arbitration unless both parties agree to add its consideration in this arbitration. If the parties do not agree to arbitrate
punitive damages and if punitive damages are provided for by law, then a separate suit must be filed to determine those damages
if any.


 




    	 



    	 



    

 


SELECTION OF THE NEUTRAL ARBITRATOR Either
Party may run the Ad. The parties will meet at the location and time designated by the Debtholder to select the arbitrator as soon
as at least six responses have been received from the Ad. If a Party does not attend the meeting to select the Neutral Arbitrator,
then the other Party shall proceed by following the provisions for selecting the Neutral Arbitrator that follow. The earliest postmarked
letter or dated fax will become the Neutral Arbitrator unless challenged by either Party as having prior relations with the other
Party or knowing the other Party or unless the parties agree to a different arbitrator. For letters or faxes with the same date
the first letter or first and second letter if necessary of the applicant for arbitrator’s last name sorted from “a”
first will determine the order of consideration. If the arbitrator is objected to, the reason must be stated and supported by fact.
Grounds shall only be the other Party has a relationship with the arbitrator or the objector has had a conflict with the arbitrator
in the past. Other than that each Party may object as to qualifications to any two applicants submitted for all of the lists submitted
at all meetings in total. If no support to an objection is presented the arbitration shall proceed with the first arbitrator fulfilling
the preceding conditions. No Neutral Arbitrator may be selected that knows either Party or the other arbitrators except through
prior arbitration proceedings as an arbitrator. If no one can be picked from the first group of responses, a second group may be
presented after running similar ads are run for more candidates; such ads may continue until an arbitrator is selected if the parties
agree to run them beyond two times. No more than two objections as to qualifications for each Party will be allowed for all applications.
If no arbitrator is able to be selected, a suit may be filed concerning the case and the court petitioned to appoint the arbitrator
from the same lists, unless one of the parties can establish by clear and convincing evidence that there is no one on the list
who can qualify as a Neutral Arbitrator in which case the Ad will be rerun for a new list. If the court appoints an arbitrator,
he or she shall meet the requirements as outlined in this paragraph as to experience and conflicts with the parties. All the other
terms and conditions of this Section and Note shall remain in full force and effect and the arbitration shall be conducted under
the format and conditions listed herein. Once the Neutral Arbitrator is selected the pre arbitration meeting will be scheduled
per the preceding requirements cited in this Section. The Neutral Arbitrator will:


		(i)	be experienced in mediation, arbitration, or managing business affairs;



		(ii)	not be a present or previous employee of either Party or have any personal or professional relationship
with either Party or either arbitrator other than as a neutral arbitrator, and have no personal or private conflict with either
of the parties;



		(iii)	not have any personal interest in, or knowledge of, the case; (iv) have merely answered the Ad
for experienced arbitrators and furnished a resume; (v) taken an oath to: 1. “have read the terms of this Section and Note
and to follow the terms therein and to not award any remedy not provided for in the terms of this Note, and to state that there
are not terms in this agreement that they will not be able to follow and enforce; 2. Affirm clause (ii) above”;



		(iv)	have answered an ad similar to the Ad. The arbitrator shall be paid the hourly fee of $65.00 for
actual time in arbitration, plus actual time while meeting with other arbitrators to render a decision plus two hours travel



 




    	 



    	 



    

 


for the trip to the pre arbitration
meeting and the arbitration meeting (total of two meetings) including travel allowance.


		(v)	Only discuss this case with all the other arbitrators present. Reach a decision with a majority
if possible and not adjourn a meeting unless a decision has been reached or a new time to meet has been agreed upon by all arbitrators
unless an arbitrator refuses to meet at reasonable times. Meet only at the designated place as specified in the arbitration notice.
Bill for the time traveling to and from the meeting and in meetings and no other time and arrive at the award and have the award
typed with all the other arbitrators present and signed by them within 48 hours of the last agreed on meeting of the arbitrators.



		(vi)	be competent, conscientious and impartial and be open to questions posed by the parties to ascertain
the neutral qualifies prior to beginning the actual arbitration. The fact an arbitrator has previously acted as a neutral arbitrator
in proceedings to which either claimant or respondent was a Party, or received compensation from either claimant or respondent
in connection with any previous arbitration will not disqualify the arbitrator from serving as a neutral arbitrator but the neutral
cannot have had any association with any of the other arbitrators prior to the arbitration except in prior arbitrations for either
Party and must disclose those. Neither Party including the advocate arbitrators may contact the neutral arbitrator except by fax
or email to determine qualifications and to set the time and date of the arbitration and any other necessary discussions as to
the mechanics of the arbitration including the proposed oath and to furnish a copy of this contract but in no event as to any details
of what is being arbitrated or changing the conditions of the arbitration and may only discuss the case with all arbitrators present
at the place of arbitration.



 




    	 



    	 



    

EXHIBIT
A


 


(Copy of Amended & Restated Demand Convertible
Promissory Note,


Dated March 25, 2015


 





THIS AMENDED & RESTATED DEMAND CONVERTIBLE
PROMISSORY NOTE (THE “2015 NOTE”, OR NOTE”) IS AN AMENDMENT, MODIFICATION AND RESTATEMENT OF THAT CERTAIN AMENDED
& RESTATED DEMAND CONVERTIBLE PROMISSORY NOTE, DATED JULY 17, 2014, IN PRINCIPAL AMOUNT OF UP TO $250,000, AS AMENDED (THE
“2014 AMENDED & RESTATED NOTE”) MADE BY THE COMPANY IN FAVOR OF THE HOLDER, AND UNDER WHICH $263,321.27 WAS LOANED
BY THE HOLDER TO THE COMPANY INCLUDING PRINCIPAL, ACCRUED AND UNPAID INTEREST AND FEES AND DEDUCTIONS FOR DEBT CONVERSIONS AS OF
THE DATE OF THE MAKING OF THIS INSTRUMENT. THE 2014 AMENDED & RESTATED NOTE IN AND OF ITSELF IS A CONTINUATION OF THAT CERTAIN
DEMAND CONVERTIBLE PROMISSORY NOTE DATED FEBRUARY 5, 2013, IN PRINCIPAL AMOUNT OF UP TO $250,000 (THE “ORIGINAL NOTE”),
MADE BY THE COMPANY IN FAVOR OF THE HOLDER, AND UNDER WHICH $124,500 IN PRINCIPAL WAS ORIGINALLY LOANED BY THE HOLDER TO THE COMPANY,
NOT INCLUDING ACCRUED AND UNPAID INTEREST AND FEES.


 


THE PRINCIPAL AMOUNT OF THIS 2015 NOTE AS OF
THE EFFECTIVE DATE IS THE REMAINING TOTAL OF PRINCIPAL, INTEREST AND FEES AFTER THE DEDUCTION OF DEBT CONVERSIONS THROUGH THE EFFECTIVE
DATE WHICH IS DUE UNDER THE 2014 AMENDED & RESTATED NOTE, WHICH EQUALS $263,321.27 (U.S.) (THE “2014 AMENDED NOTE REMAINING
UNPAID BALANCE”), AND SHALL INCLUDE ANY ADDITIONAL LOAN ADVANCES (AS HERINAFTER DEFINED), MADE AFTER THE EFFECTIVE DATE OF
THIS NOTE.


 


THE 2014 AMENDED NOTE REMAINING UNPAID BALANCE
IS NOT BEING PREPAID BY THE COMPANY AND IS HEREIN BEING REFINANCED BY VIRTUE OF THE ISSUANCE AND ACCEPTANCE OF THIS INSTRUMENT.
IT IS THE INTENT OF THE COMPANY AND THE HOLDER THAT THIS 2015 NOTE SHALL CONSTITUTE A CONTINUANCE OF THE INDEBTEDNESS OF THE 2014
AMENDED NOTE AND THE ORIGINAL NOTE AS REPRESENTED BY THE REMAINING UNPAID BALANCE, WHICH SHALL BE IN ADDITION TO ANY SUBSEQUENT
LAON ADVANCES UNDER THIS NOTE.


 


THIS NOTE AND THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENSE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORU TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


 


TOTALLY HEMP CRAZY INC.


 


AMENDED & RESTATED 


DEMAND CONVERTIBLE PROMISSORY NOTE


 


“Up to $1,500,000 (U.S.) March 25, 2015


(“Principal”)  (“Effective Date”)


 


This 2015 Amended and Restated Demand Convertible
Promissory Note, dated March 25, 2015, (the “note”) is amended and restated from that certain Amended and Restated
Demand Convertible Promissory Note dated July 17, 2014, the “2014 Amended Note”, which in and of itself is a continuation
of that certain Original Demand Promissory Note dated February 5, 2013


(The “Original Note”), each of
which was made between Totally Hemp Crazy, Inc. a Nevada corporation, (formally named, Republic of Texas Brands, Inc.), its assigns
and successors (the “Company”), and Roy Meadows, an individual, with an address of 207 Jasmine Lane, Longwood, Florida
32779, or his successors or assigns (The “Holder”), and which Note is now made between the Company and the Holder and
under which Two Hundred and Sixty-Three Thousand, Three Hundred and Twenty-One Dollars and Twenty-Seven Cents ($263,321.27 U.S.)
is owed by the Company to the Holder as of the Effective Date, including principal, interest and fees less conversions of debt
up to the Effective Date, per the terms and conditions of the Original Note and the 2014 Amended Note (the “2014 Amended
Note Remaining Unpaid Balance”). This Note is issued pursuant to exemptions from registration under the Securities Act of
1933 of the United States, as amended.


 


For Value received under the Original Note
and the 2014 Amended Note, the Company, its assigns and successors, hereby promises to pay to the Holder, or his successors or
assigns, in immediately available funds, the total principal sum of the 2014 amended Note Remaining.


 




    	 	1	 



    	 



    

 


Unpaid Balance plus any and all additional
Loan Advances (as hereinafter defined), not including accrued and unpaid interest and fees, which 2014 Amended Note Remaining Unpaid
Balance and Loan Advances in total shall add up to One Million, Five Hundred Thousand Dollars ($1,500,000 U.S.), plus accrued and
unpaid interest and fees in accordance with the terms of this Note. The principal hereof and any unpaid interest and fees thereon
shall be due and payable upon demand by Holder in accordance for in Section 13 hereof. Interest on the unpaid principal balance
of this Note shall accrue from the date funds have been advanced and shall continue to accrue until all unpaid principals and interest
is paid in full. Interest shall be calculated at the rate of twelve percent (12%) per annum.


 


This Note is free from all taxes, liens, claims
and encumbrances with respect to the issues thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Borrower and will not impose personal liability upon the holder thereof.


 


1. DEMAND LOAN.
In addition to any amount due under the 2014 Amended Note Remaining Unpaid Balance that is part this Note, at such times as the
Company and Holder shall agree in writing, and in amounts and for expenditures for which the Company has submitted a prior written
request to the Holder, who in his sole option and judgment may agree to provide the Company with such additional funding, Holder,
subject to funds availability, will loan the Company the principal sum of up to One Million, Five Hundred Thousand Dollars ($1,500,000
U.S.), which sum shall include the 2014 Amended Note Remaining unpaid Balance, for business investment purposes or such other purposes
as approved solely in the judgment of the Holder. Each such loan by the Holder to the Company shall be referred to as a “Loan
Advance”, and the total of all Loan Advances, will be recorded as made by the Holder and entered on Exhibit A. Holder
shall maintain appropriate documentation specifics to each Loan Advance as made. Company shall provide Holder with written documentation
detailing the use of each Loan Advance to the Holder’s satisfaction, in his sole judgment, prior to any submission of any
subsequent request for a Loan Advance. Holder may demand repayment of all amounts loaned to the Company through the date of its
repayment request, plus interest, at any time upon thirty (30) days written notice to the Company after one (1) year from the Effective
Date (the “Maturity Date”). This Note does not obligate the Holder to loan any money to the Company, but is meant to
govern the terms of any money the Holder does loan the Company.


 


2. PREPAYMENT. 
The Company may, at its option, at any time and from time to time, prepay all or any part of the outstanding balance of this Note
(the “Prepayment” or “Prepayments”) without penalty or premium, provided that concurrently with each such
Prepayment the Company shall pay accrued interest on the principal first, if any, so prepaid to the date of such Prepayment. Prior
to making such Prepayment(s) the Company is required to provide the Holder with advance written notice of such intent top make
such Prepayment (s) of not less than ten (10) business days (the Prepayment Advance Notice Period”) before such Prepayment(s).
During the Advance Notice Period, the Holder in its sole option and discretion, may transfer or convert any or all of this Note,
per the terms and conditions of the following Sections 5 and 6, “Transferability” and “Conversion of Promissory
Note” respectively. The terms and conditions of this provision in no way alter or cancel any of the rights of the Holder
granted in any other provision within this Note.


 







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3. RENEWAL.


(a) The Company may renew
this Note upon not less than thirty (30) days advance written notice to the Holder prior to the Maturity Date, wherein the granting
of such renewal shall be at the sole option and discretion of the Holder (the “Renewal”). The Company shall pay the
Holder a ‘Renewal Fee: on the date of such renewal (the “Renewal” Date”), of ten percent (10%) of the stated
outstanding balance of the Note including principal, interest, accrued fees, and penalties, through the Renewal Date. Holder, at
its sole option and discretion, may allow the Company, or its successors or assigns, to add the Renewal Fee to the outstanding
and unpaid balance of this note of principal and interest, fees, and penalties, wherein the amount of such Renewal Fee, as carried
unpaid, shall be added directly to the outstanding principal, on which interest, fees, and penalties is calculated and accrued.


 


(b) In order to effect
the renewal of the Note, Holder may, at his sole options, require the Company to pay any Renewal Fee on any Maturity Date or extension
thereof in cash, which cash payment shall be paid within three (3) business days of any maturity Date or extension thereof. Should
the Company renew this Note upon not less than thirty (30) days advance written notice to the Holder prior to the Maturity Date
and fail to make said payment as a condition of said renewal this Note shall become immediately in Default and any and all default
provisions shall apply (Cf. Section 12).


 


(c) In addition to the
Renewal Fee, wherein the Holder Common Stock Purchase Warrants (“Warrants”) within ten (10) business days of the date
of the Renewal as authorized by the by the Holder in writing. The quantity of Warrants issued per Renewal, shall be equal to the
amount of the Renewal Fee per Renewal divided by the “Conversion Price”, as calculated per section 6 (a) of the Note,
“Conversion of Promissory Note. (a) Conversion Rights, conversion Dates, Conversion Price”, as of the date of the Renewal.
The “Exercise Price” of each such issuance of Warrant shall be the same as the “Conversion Price” of the
common stock as stated in section 6 (a) of the Note, “Conversion of Promissory Note. (a) Conversion Rights, conversion Dates,
Conversion Price”. Each such Warrant shall expire five (5) years from its date of issuance, exercisable, in whole or in part,
on a cashless basis at the sole option of the Holder. All of the shares issuable upon the exercise of the rights represented by
the Warrant will, upon issuance and receipt of the Exercise Price, be fully paid and non-assessable, and free from all taxes, liens,
and charges with respect to the issue thereof. During the period within which the rights represented by the Warrant may be exercised,
the Company shall at all times have authorized and reserved for issuance sufficient shares of its common stock to provide for the
exercise of the rights represented by the Warrant. The Warrant shall also contain terms and conditions customary to common stock
warrants, which shall be to the satisfaction of the Holder, including, but not limited to, piggyback and priority registration
rights of the holder.


 


(d) Should the Holder refuse
to renew this Note, or should the Company fail to request a Renewal upon not less than thirty (30) days advance written notice
to the Holder, the outstanding balance of the Note, including principal, accrued and unpaid interest and fees, shall be due and
payable on its Maturity Date to the Holder. Should the company Not make payment in full of the outstanding balance of the Note
by the Maturity Date, said non-payment shall constitute an event of default per Section 12, “Default’, and the Company
shall pay the Holder a penalty, in addition to applicable continuing interest due calculated based on the Default Interest Rate
(Cf. Section 11, “(f), (the Default Interest’), of five hundred dollars ($500.00 U.S.) per calendar day following the
maturity Date plus Default Interest on said five hundred dollars($500.00) per calendar day, until such time as the Note, including
all principal, accrued and


 




    	 	3	 



    	 



    

 


Unpaid interest including Default interest,
fees and penalties, and any and all costs of collection of any outstanding unpaid balance of the Note (including, but not limited
to, attorney’s fees and related costs), are paid in full.


 


4.APPROVAL OF
CORPORATE CHANGES AND CHANGES IN SHARE STRUCTURE. Until this Note is paid in full, including all outstanding loan amounts,
interest, and fees and penalties (if any), or convert (see Section 6 below), the Company must have written advance approval from
the Holder before (k) amending its Articles of Incorporation or Bylaws, or changing its place of domicile, (ii) initiating or making
any changes in its capital stock structure in form or content, including, but not limited to, changes in its type/class and quality
of authorized shares or changes in any class or shares designations or preferences, (iii) increases for any reason in its total
number of shares of any class that are issued and outstanding, (iv) any issuance of shares in connection with a merger or acquisition,
(v) the authorization of additional stock classes, or the rescinding of any stock classes, (vi) issuing any stock grants to any
employee or consultant for any reason or issuing any employee stock options, including the adoption of any employee stock option
plan(s), (vii) issuing any common or preferred stock purchase warrants or options for any reason, including any connected or related
to any funding agreements for the benefit of the Company, (viii) issuing, selling, transferring, or pledging, any of its capital
stock, (ix) executing any form of debt instrument or loan with any third party in any amount, including but not limited to, convertible
debentures’ or convertible promissory notes, (x) engaging in any funding mechanism with any third party which involves the
simultaneous or future issuance of capital stock or warrants or option, including any “504” or similar capital formation
subscription agreements, and (xi) instituting any capital stock forward or reverse split. (The “Changes in Capital Stock
Structure”) Failure to obtain such written approval of the Holder for any reason on the above shall constitute a Event of
Default (as hereinafter defined).


 


5.TRANSFERABILITY.
This Note shall not be transferred, pledged, hypothecated, or assigned by the Company without the express written consent of the
Holder. In the event, any third party acquires a controlling interest in the Company or acquires substantially all of the assets
of the Company (A “Reorganization Event”), this Note will survive and become an obligation of the party that acquires
such controlling interest or assets. In the event of a Reorganization Event, The Company agrees to make the part ty acquires such
controlling interest or assets, aware of the terms of this Section and this Note. This note may be transferred, pledged, hypothecated,
or assigned by the Holder in its sole option and discretion, the “Transfer”, and all rights to the Conversion of this
Note (as hereinafter defined) shall likewise be transferred, pledge, hypothecated, or assigned by the Holder in its sole option
and discretion upon Transfer.


 


6.CONVERSION
OF PROMISSORY NOTE.


(a)Conversion
Rights: Conversion Dates, Conversion Price. At any time, the Holder, at his sole option, shall have the right to convert the
outstanding principal amount of this Note, or any portion of the principal amount hereof, and any accrued interest, in whole or
in part, into shares of the common stock of the Company or any of its subsidiaries (a “Conversion”). Any such Conversion
shall be first of principal, and then of interest outstanding n the Note. The Holder shall provide the Company with written notice
of any Conversion (the “Conversion Notice”) within five (5) business days of the date of Holder’s verbal or written
advice to the Company that the Holder executing said Conversion (the “Conversion Date”), in a form similar or identical
to Exhibit B attached hereto. The Company agrees to make any Conversion requested by the Holder within the terms and conditions
of the following Section 6 (b), “Method of Conversion”, and may not refuse, delay or fail to immediately effectuate
such Conversion.


 







    	 	4	 



    	 



    

 


The Board of Directors of the Company agrees
in advance to any such Conversion, as evidenced by the “Unanimous Consent of the Board of Directors” of the Company
attached hereto as Annex 1, in whole or in part at any time by the Holder until all outstanding principal and interest of
this Note is paid in full, including any additional amounts due under Default or an Event of Default. Failure on the part of the
Company to effectuate any Conversion, in the Holder’s sole option and discretion, shall be deemed a Default or Event of Default
of this Note. Any amount so converted will be converted into commons stock at a conversion price per share which is the lesser
of (i) $.0.001 per share, or (ii) at an eighty percent (80%) to an average of the five (5) lowest bid prices during the thirty
(30) trading days prior to the date of the Conversion Notice (the “Conversion Price”). Such shares of common stock
to be issued from such conversion shall be referred to herein as the “Conversion Shares”.


 


(b) Method
of Conversion.


 (i) Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not
be required to physically surrender this Note to the Company unless the entire unpaid principal and interest, fees and penalties
of this Note are so converted. Rather, records showing the amount of this Note converted (or otherwise repaid) and the date of
such conversion or repayment shall be maintained on a ledger substantially in the form of the attached Annex 2 attached
(a copy of which shall be delivered to the Company with each Conversion Notice). It is specifically contemplated that the Company’s
counsel shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records
maintained by the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee,
by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following a conversion
of a portion of this Note, the amount of indebtedness will be the amount specified on Annex 2, including principal, interest, fees
and penalties.


 


 (ii) The Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares
of common stock or other securities or property on conversion of this Note in a name other than that of the Holder (or its street
address), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and
until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof, shall have paid to the Company the amount of any such tax or shall have established to
the satisfaction of the Company that such tax has been paid.


 



(iii) Upon receipt by the Company of a Conversion Notice, the Holder shall be deemed to be the holder of record of the
common stock issuable upon such Conversion, the outstanding principal amount, the amount of accrued and unpaid interest, on this
Note shall be reduced to reflect such Conversion, and, unless the Company defaults in its obligations under this Section 6, all
rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Conversion
Shares or other securities, cash or other assets, as herein provide, on such Conversion. If the Holder shall have given a Conversion
Notice as provided herein, the Company’s obligation to issue and deliver the certificates for the Conversion Shares shall
be absolute and unconditional, irrespective of the absence of any action by the holder to enforce the same, any waiver or consent
with respect to any provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the
same, any failure or delay in the enforcement of any other obligation of the Company to
the Holder of record, or any setoff, counterclaim, recoupment, limitation, or 


 


 




    	 	5	 



    	 



    

termination, or any breach or alleged breach
by the Holder of any obligation to the Company, and irrespective of any other alleged breach by the Holder of any obligation the
Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in
connection with such Conversion.


 


 (iv) The Conversion
Shares are to be issued by the Company’s transfer agent via express courier to the Holder within five (5) business days from
the Company’s receipt of the Conversion Notice (The “Delivery Date”). Upon receipt of the Conversion Notice,
the Company will immediately issue an instruction letter with all supporting documentation, as required by law, to facilitate the
issuance of the Conversion Shares by the Delivery Date. The Company will bear all costs related to the issuance of the Conversion
Shares, including all cost of obtaining an attorney’s opinion letter regarding the Conversion, and the overnight delivery
of the Conversion Shares, and shall maintain adequate authorized capital stock, in type and quantity, at all times until this Note
is paid in full, to, or fully converted by, the Holder, in order to facilitate the terms and conditions of this Section 6. Any
failure of the Company to comply with the provisions of these paragraphs shall be deemed by the Holder an Event of Default under
this Note.


 


 (v) All Conversion
Shares to be issued are to be fully-paid, non-assessable, and lawfully issued by the Company. The Conversion Shares are to be freely
transferrable on the books and records of the company as an to the extent provided in this Note and applicable law.


 



(vi) The Company understands that a delay in the delivery of the Conversion Shares upon proper conversion of this Note
beyond the Delivery Date could result in economic loss to the Holder. If in the sole judgment of the Holder the Company intentionally
fails to deliver to the Holder the Conversion Shares by the Delivery Date (except where such failure is a result of an improper
conversion notice due to Holder’s good faith conversion notice error or a breach of contract by the Holder in either case
the Company shall notify the Holder of any issues in honoring a conversion via email within 6 business hours of receiving a conversion
notice via email), the Company shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such certificates
are delivered, starting with Delivery Date, together with interest on such amount at a rate of twelve percent (12%) per annum,
accruing until such amount and any accrued interest thereon is paid in full, equal to $500 per day (which amount shall be paid
as liquidated damages and not as a penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for the
Company failure to deliver any Conversion Shares upon conversion within the period specific herein ad the Holder shall have the
right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance
and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw
a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued through
the date the Conversion Notice is withdrawn. “Trading Day” shall mean any day on which the Common Stock is traded for
any period on the OTC or on any principal securities exchange or other securities market on which the Common Stock is then being
traded. If the Issuer’s Common stock is chilled for deposit at the Depository Trust and Clearing Company (a “Deposit
Chill”) and/or becomes chilled at any point while this Agreement remains outstanding an additional ten percent (10%) discount
will be attributed to the Conversion Price defined hereof provided, however, that the Holder, in its sold judgment, decides such
Deposit Chill is not an Event of Default (Cf. Section 11). If the Company is unable to issue any shares under this provision due
to the fact that there is an insufficient number of authorized and unissued shares available, the



 




    	 	6	 



    	 



    

 


Holder promises to not force the Company
to issue these shares or trigger an Event of Default, provided that the Company takes immediate steps required to get the appropriate
level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy
the Notice of Conversion; failure to complete such an increase in authorized shares within fifteen calendar days, in the Holder’s
sole judgment, may be deemed an Event of Default.


 


 (vii) In
addition to any other rights available to the Holder, if the Company intentionally fails to cause it’s transfer agent to
transmit to the Holder any of the Conversion Shares issuable upon conversion of this Note on or before the Delivery Date (except
where such failure is a result of an improper conversion notice due to Holder’s good faith conversion notice error or a breach
of contract by the Holder in either case the Company shall notify the Holder of any issues in honoring a conversion via email within
6 business hours of receiving a conversion notice via email), and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares
of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holders total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number
of shares of Common Stock issuable upon conversion of this Note that the Company was required to deliver to the Holder in connection
with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed,
and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for
which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its conversion and deliver obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonable
requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver any Conversion Shares upon conversion of this Note as required pursuant to the terms
hereof.


 


 (viii) In
case at any time or from time to time after the Effective Date, the Company undergoes and “Change in Capital Stock Structure”,
pursuant to the preceding Section 4, which has the effect of diluting in any way the number of Conversion Shares that may be issued
hereunder, the total number of Conversion Shares that may be issued under this Note shall be adjusted upward in direct proportion
to the number of shares of the Company’s capital stock issued and outstanding on a fully diluted basis, including, but not
limited to, any adjustment for the number of shares of common stock of the Company which may be issued from an issuance of preferred
stock. If at any time, the Company, its successors or assigns, implements any capital stock reverse split, such reverse split shall
have no effect on reducing the number of Conversion Shares that may be issued under this Note, which may not become less.


 




    	 	7	 



    	 



    

 


7. PRE-EMPTIVE
RIGHT/ANTIDILUTION. The Conversion Shares of the Company shall be covered by a pre-emptive right (the “Pre-emptive
Right”) wherein the percentage ownership of the Conversion Shares as calculated as a percentage from the Effective Date may
not be diluted in any way by any action or issuance of The Company as long as the Holder, his successors or assigns, retains a
right to title to them. At the time of issuance of the Conversion Shares, the Company will take all actions necessary and appropriate,
including, but not limited to, amendment of its corporate charter, to assure the written issuance of this Pre-emptive Right covering
the Conversion Shares, and the subsequent issuance of additional common stock of the Company which would sustain the Holder’s,
his successor’s, or assign’s percentage ownership of the Company as represented by the Conversion Shares.


 


8.CONVERSION LIMITATION. Notwithstanding
Section 6 above, neither to the Holder nor the Company may convert any outstanding amounts due under this Note if at the time of
such conversion the amount of common stock issued for the conversion, when added to other shares of the 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 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
thereinafter referred to as a SEC “Reporting Company.” The restriction described in this paragraph may be revoked upon
sixty-one (61) days prior to notice from Holder to the Company.


 


9.CONVERSION PRICE ADJUSTMENTS. In
the event the Company should at any time after the date hereof do either of the following: i) fix the record date for the effectuation
of a split or subdivision of the outstanding common stock of the Company, or ii) grant the holders of the Company’s common
stock a dividend or other distribution payable in additional shares of common stock without the payment of any consideration by
such holder for the additional shares of common stock (“Stock Adjustment”), then, as of the record date (or the date
of such Stock Adjustment if no record date it fixed), the conversion price of this Note shall be appropriately adjusted so that
the number of shares of common stock issuable upon conversion of the Note shall by adjusted in proportion to such change in the
number of outstanding shares in order to ensure such Stock Adjustment does not decrease the conversion value of this Note.


 


10.EQUITY BONUS OF COMMON STOCK PURCHASE
WARRANT. From the “Effective Date” of the 2014 Amended & Restated Note, July 17, 2014, until the end of
time, the company without any further action on the part of the Holder shall issue to the Holder within ten (10) business days
of the date of each Loan Advance as listed on Exhibit A, unless such issuance is delayed by the Holder by written notice
to the Company (a “Deferral”), a Common Stock Purchase Warrant (the “Warrant”, or if more than one, collectively,
the “Warrants”), dated as of the date of the Loan Advance(s). Each such Warrant shall be for five million (5,000,000)
shares of common stock of the Company per one hundred thousand dollars ($100,000) of Loan Advance(s) made by the Holder to the
Company, expiring five (5) years from its date of issuance, exercisable, in whole or in part, on a cashless basis at the sole option
of the Holder, at the lesser or (i) $0.005 per share, or (ii) at 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”). All of the shares issuable upon the exercise


 




    	 	8	 



    	 



    

 


of the rights represented by the Warrant will,
upon issuance and receipt of the Exercise Price, be fully paid and non-assessable, and free from all taxes, liens, and charges
with respect to the issue thereof. From the date of any Loan Advance for which a Warrant shall be issued through the period within
which the rights represented by the Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance
sufficient shares of its common stock to provide for the exercise of the rights represented by the Warrant. The Warrant shall also
contain terms and conditions customary to the common stock purchase warrants, which shall be to the satisfaction of the Holder,
including, but not limited to, piggyback and priority registration rights of the Holder. Any Deferral by the Holder shall be at
the Holder’s sole option, wherein the Holder may combine the quantity of shares issuable under said Warrant with the quantity
of shares issuable under one or more other Warrants to be issued (a “Warrant Accrual”). Under no circumstance shall
any Deferral be considered by the Company a waiver of any rights of the Holder to receive any Warrant per the terms and conditions
of this Note and this Section. The Company agrees to issue any Warrant totaling and Warrant Accrual within ten (10) business days
of the date of written notice from the Holder requesting such issuance.


 


11.SECURITY. At the sole
opinion of the Holder and at any time from the Effective Date until the outstanding balance of this Note, including all principal,
accrued and unpaid interest including Default interest, fees and penalties, and any and all costs of collection of any outstanding
unpaid balance of this Note (including, but not limited to, attorney’s fees and related costs), are paid in full, this Note
may be secured in an amount equal to the Principal and Interest due by the Maternity Date by “(a)” or “ (b)”,
or both “(a)” and “(b)” that follow (the “Securitizations”):


(a) The filing of a UCC-1 Financing
Statement by the Holder against all assets of the Company (the “Collateral”). (The “UCC-1 Filing”) The
Company agrees to have its attorney prepare such UCC-1 Filing, which shall be reviewed in form and content by the Holder prior
to the Company having it filed in the appropriate venue. The Company agrees to pay all fees, including attorney and paralegal fees
and expenses, connected with the UCC-1 Filing, and will provide the Holder with proof of the UCC-1 Filing, to its sole satisfaction,
within fifteen (15) business days of the signing of this Note. For the duration of this Note, the Company shall be responsible
for updating the UCC-1 Filing as required by law, but not less than every six (6) months, and for filing and all such continuation
statements with the appropriate authorities. The Company understands that it may not use the Collateral to secure any additional
agreements, security or otherwise, and that any release of any or all of the Collateral for securing other agreements is at the
sole option of the Holder. Company acknowledges that the Holder has first priority in payment of this Note over any and all other
creditors, whether in cash or seizure of Collateral, and as such this Note cannot be subordinated to any other debt, or financing
instrument without the express written consent of the Holder. Failure by the Company to adhere to the preceding provisions of this
paragraph shall be an Event of Default of this Note, and any and all obligations of the Holder to the Company, including those
obligations for subsequent Loan Advances, in the Holder’s sole discretion and judgment, will cease.


(b)Per attached Annex 4, a “Guaranty
and Security Agreement” which shall include, but not limited to, the aforementioned UCC-1 Financing Statement, plus a personal
“guaranty” between the Holder and the principal control persons and/or majority shareholder(s) of the Company in which
such “guarantor” guarantees payment in full of the Note in the event of Default.


 







    	 	9	 



    	 



    

 


(c)Should the Company or its control
persons and/or majority shareholder(s) fail within five (5) business days, to execute any and all documents connected to or related
to any Securitization required by the Holder, this Note shall be immediately in Default (Cf. Section 11), whether or not the Holder
provides written notice thereof to the Company and or/its control persons and/or majority shareholder(s); and any and all provisions
of the Section “Default” shall immediately be in effect, until such a time as the Holder, in his sole judgment, advises
the Company in writing, and/or its control persons and/or majority shareholder(s), that said Default has been cured. 


 


12.DEFAULT. The occurrence of any one of the
following events shall constitute a Default or an Event of Default:


(a)The non-payment, when due, of any principal or interest pursuant
in this Note;


 


(b)The material break of any representation or warranty in this
Note or any document connected thereto or the terms and conditions of any Section of this Note, including, but not limited to,
Section 4, Section 6 or Section 10. In the event the Holder becomes aware of a breach of this Section 11(b), the absolute determination
of the existence of such breach being in the sole judgment of the Holder, the Holder shall notify the Company in writing of such
breach and the Company shall have five business days after notice to cure such a breach;


 


(c) The breach of any covenant or undertaking, not otherwise
provided for in this Section 11, or any failure on the part of the Company to fulfill its obligations under Section 25, “Further
Assurances”, or to any failure on the part of the Company, its officers, directors and majority shareholders to execute any
documents connected or related to the protection of the interests of the Holder as stated or implied under this Note;


 


(d)The commencement by the Company of any voluntary proceeding
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt
by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent
by the Company to, the appointment of any receive or trustee for the Company or for all or a substantial part of the property of
the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability
to pay its debts as they mature; or


 


(e)The commencement against the Company of any proceeding relating
to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution, or
liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of
such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material
allegations of same, or said in proceeding shall remain un-dismissed for 20 days; or the issuance of any order, judgment or decree
for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which
order, judgment or decree remains un-dismissed for 20 days; or a warrant of attachment, execution, or similar process shall be
issued against any substantial part of the property of the Company; or


 


(f)If applicable and at the sole opinion of the Holder, the
failure of the Company to obtain and maintain a “Current Information” rating on OTCMarkets.com on a contiguous basis
at all times until this Note is paid in full.


 




    	 	10	 



    	 



    

 


(g)From and after the commencement of trading,
listing or quotation of the Company’s common stock on the OTC or any principal securities exchange (its “Principal
Market”), provided that the Company has not been acquired by another entity, an event resulting in its common stock no longer
being traded, listed or quoted on its Principal Market, any failure to comply with the requirements for continued quotation on
its Principal Market; or notification from the Principal Market that the Company is not in compliance with the conditions for such
continued quotation and such non-compliance continues for ten (10) trading days following such notification.


 


(h)If the Company’s common stock
is chilled for deposit at the Depository Trust and Clearing Corporation (a “Deposit Chill”) at any time while this
Note remains outstanding and there is any outstanding balance remaining unpaid on this Note including principal, interest, fees
and penalties.


 


(i)Any cessation of the operations for
the Company.


Upon the occurrence of any Default or Event
of Default, the Holder, may by written notice to the Company, declare all or any portion of the unpaid principal amount due to
Holder, together with all accrued interest, fees and penalties thereon, immediately due and payable (the thirty (30) day notice
period in Section 1, above, will not applicable in the case of an Event of Default), in which event it shall immediately be and
become due and payable; provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e)
hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest, fees and penalties
thereon, shall immediately become due and payable without any such notice.


 


In the event that Holder at its sole discretion
elects to allow the Company to continue with repayment of the principal, interest, fees and penalties on this Note after an Event
of Default, the interest rate on the unpaid principal of this Note will change to the maximum of (i) twenty-five percent (25%),
or (ii) the highest interest rate allowable under Florida law for loans of this amount and type (the “Default Interest Rate”).
In the event of any changes under Florida law relating to the increases or decreases of allowable interest rates, this Note will
be changed to the highest amount allowable under the Florida law without notification or further ratification. As of the date of
Default or any Event, assuming the Holder allows reinstatement or continuation of this Note, the Default Interest Rate shall become
the new rate of interest on this Note retroactive to the Effective Date of the making of the Note.


Any payments that the Holder allows under this
section shall be made through a wire transfer of funds or Certified Check.


 


Upon the occurrence of
any Default or Event of Default, the Holder at its sole discretion may elect to immediately, or any time, convert the outstanding
principal amount of this Note, or any portion of the principal amount hereof, and any accrued interest, fees or penalties, in whole
or in part, into shares of the common stock of the Company. Any amount so converted upon the occurrence of any Default or Even
of Default will be converted into common stock at a conversion price which is fifty percent (50%) lower than the Conversion Price
specified in Section 6, “Conversion of Promissory Note”, subsection (a), “Conversion Rights; Conversion Dates;
Conversion Price.”


 




    	 	11	 



    	 



    

 


13.FILINGS. The Company shall
make in a timely manner all necessary Securities and Exchange Commission (“SEC”) and State “Blue Sky” filing
required to be made by the Company in connection with this Note as required by all applicable laws, and shall provide a copy thereof
to the Holder promptly after such filing. If applicable, the Company agrees to post all information required by pink OTC Markets,
Inc. (“Pink Sheets”) on a contiguous basis in order to obtain a Pink Sheets rating acceptable to the Holder in its
sole discretion, which said rating shall be continuous without lapse or downgrade, as a condition of this Note. Failure to comply
with the provisions of this paragraph shall constitute an Event of Default of this Note.


 


14. NOTICES. Notices to be
given hereunder shall be in writing and shall be deemed to have been sufficiently given if delivered personally or sent by overnight
courier, or by facsimile or other electronic transmission (e.g., email) return receipt/or confirmation of receipt requested. Notice
shall be deemed to have been received on the date and time of personal or overnight delivery or facsimile transmission if received
during normal business hours of the recipient; if not, then on the next business day.


 


Notices to the Company
shall be sent to: Totally Hemp Crazy Inc.


703 McKinney
Ave


Suite 306


Dallas, TX 75202


ATTN: President


 


Notices to the Holder shall
be sent to: Roy Meadows


207 Jasmine Lane


Longwood, FL
32779


Facsimile No.:
(407) 875-0123


 


15.REPRESENTATIONS AND WARRANTIES.
The Company hereby makes the following representations and warranties to the Holder:


 


(a)Organization,
Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws
of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct
its business as it is now being conducted.


 


(b)Authorization:
Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Note and to issue and
sell this Note. The execution, delivery and performance of this Note by the Company, and the consummation by it of the Transactions
contemplated hereby, have been duly and validly authorized by all necessary corporate action. This Note, when executed and delivered,
will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement of, creditors, rights and remedies or by other
equitable principles of general application.


 


(c) Disclosure.
Neither this Note nor any other document, certificate or instrument furnished to the Holder by or on behalf of the Company is connection
with the transactions contemplated by this note contains any untrue statement of a material fact, or omits to sate a material fact
necessary in order to make the statements made herein or therein, in the


  




    	 	12	 



    	 



    

 


light of the circumstances under which they
were made herein or therein, not misleading.


 


(d)Non-contravention.
The execution and delivery by the Company of this Note and the issuance of the securities, and the consummation by the Company
of the other transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach by the Company
of any of the terms or provisions of, or constitute a default (or an event which, with notice lapse of time or both, would constitute
a default) under (i) the Articles of Incorporation nor Bylaws of the Company or its subsidiaries or (ii) any indenture, mortgage,
deed or trust or other material agreement or instrument to which the Company or its subsidiaries is a party or by which its properties
or assets are bound, or any law, rule, regulation, decree judgment or order of any court or public or governmental authorities
having jurisdiction over the Company or its subsidiaries or any of the Company’s or its subsidiaries’ properties or
assets, except as to (i) above such conflict, breach or default which would not have a Material Adverse Effect defined as “Any
change in or effect on the business of the Company that, individually or in the aggregate (taking into account al other changes
or effects) is, or is reasonably likely to be, materially adverse to the business, assets, liabilities, financial condition or
results of operations of the Company, taken as a whole, except to the extent any such change or effect results from or is attributable
to changes in general economic conditions or changes affecting the industry generally in which the Company operates (provided that
such changes do not affect the Company in a materially disproportionate manner).”


 


(e)Absence of Certain
Changes. In the past three (3) months prior to the Effective Date, no change, event or development has occurred in the business,
financial condition, prospects or results of operations of the Company, and there has not existed any condition having or reasonably
likely to have a Material Adverse Effect.


 


(f)Full Disclosure.
There is no fact known to the Company other than general economic or industry conditions known to the public generally) that has
not been fully disclosed in writing to the Holder that (i) reasonably could be expected to have a Material Adverse Effect or (ii)
reasonably could be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant
to this Note.


 


(g)Absence of Litigation.
There is no action, suit, claim, proceeding, inquiry or investigation pending or, to the Company’s knowledge, threatened
by or before any court or public or governmental authority which, if determined adversely to the Company or any of is subsidiaries,
would have a Material Adverse Effect.


 


(h)Absence of Events
of Default. No “Event of Default” (as defined in any agreement or instrument to which the Company or any of its
subsidiaries is a party) and no event which, with notice, lapse of time or both, would constitute an Event of Default (as so defined),
has occurred and is continuing, which could have a Material Adverse Effect.


 


(i)Financial Statements:
No Undisclosed Liabilities. If requested by the Holder, the Company has delivered to the Holder true and complete copies f
its most recent balance sheet and the related statements of operations and cash flows including the related notes and schedules
thereto (collectively, the “Financial Statements”). At all times, the Company shall provide the Holder with access
to the books and records of the Company on a timely basis, and failure to provide said access may be deemed by the Holder, in his
sole judgment, as an Event of Default (Cf. Section11). undertakings hereunder, and shall not limit any Holder’s ability to
rely there4on;


 




    	 	13	 



    	 



    

 


(j) Shareholder. DTC-NOBO Lists. If requested
by the Holder, the Company shall deliver to the Holder upon his demand and within a timeframe defined by the Holder, true and complete
copies of its most recent Shareholder List and/or its most recent DTC and NOBO List. Failure by the Company to comply with the
conditions of this subsection 14 (j) shall be a default of this Note.


 


(k) Compliance with
Laws: Permits. The Company is in compliance with all laws, rules, regulations, codes, ordinances and statutes (collectively,
"Laws") applicable to it or to the conduct of its business, except for such non-compliance which would not have a Material
Adverse Effect.The Company possesses all permits, approvals, authorizations, licenses, and certificates necessary to conduct
its business, except for those the absence of which would not have a Material Adverse Effect.


 


(l)Insurance. The Company sl1all
maintain prope1ty and casualty, general liability workers compensation, environmental hazard, personal injury and other similar
types of insurance with financially sound and reputable insurers that is adequate, consistent with industry standards and the Company's
historical claims and the Company is not threatened by any insurer (that has issued any insurance policy to the Company) that such
insurer intends to deny coverage under or cancel, discontinue or not renew any insurance policy presently in force.


 


(m)Tax Liabilities. No Claim
has been made by any taxing authority in any jurisdiction that the Company does or does not file tax returns or that the Company
is or might be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative
or judicial proceedings pending or being conducted with respect to the Company; no information related to tax matters has been
requested by any foreign, federal state or local taxing authority; and, except as disclosed above, no written notice indicating
an intent to open an audit or other review has been received by the Company form any foreign, federal, state or local taxing authority.
There are no material un-resolved questions or claims concerning the Company's tax liability. The Company has not executed or entered
into a closing agreement pursuant to section 712 of the Internal Revenue Code or any predecessor provision thereof or any similar
provision of state, local or foreign law and has not agreed nor is required to make any adjustments, pursuant to section 481(a)
of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method
initiated by the Company. The Company does not have any knowledge that the IRS has proposed any such adjustment or change in accounting
method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that
relate to the business or operations of the Company. The Company has not been a United States real property holding corporation
within the meaning of section 897 (c) (2) of the Internal Revenue Code during the applicable period specified in section 897 (c)(l)(A)(ii)
of the Internal Revenue Code.


 


16. REPRESENTATIONS
AND WARRRANTIES OF THE HOLDER. The Holder hereby represents and warrants to the Company that:


 


(a)the Holder is an "accredited
investor" within the meaning of Rule 501 (a)(l)-(4),(7) and/or (8) under the Securities Act and the securities to be acquired
by it upon Conversion of the Note (the "Securities") will be acquired for its own account and, as of the date hereof,
not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States
federal and state securities law; provided that the disposition of the Holder's property shall at all times be and remain within
its control;


 







    	 	14	 



    	 



    

 


(b)the Holder represents that (i) he
is not in fact acting only as agent for another Holder (ii) that he is not a financial institution or other institutional Investor,
and (iii) he is acting for his own account or as a bona fide trustee for a trust organized and existing other than for the purpose
of acquiring the Securities;


 


(c) if the Holder is a corporation
or a partnership, the execution, delivery and performance of this Note and the acquisition of the Securities pursuant hereto are
within the Holder's corporate 01· partnership powers, as applicable, and have been duly and validly authorized by all requisite
c01porate or partnership actions;


 


(d)this Note has been duly executed
and delivered by the Holder;


 


(e)the execution and delivery by the
Holder of this Note does not, and the consummation of the transactions contemplated hereby and thereby will not, contra verse or
constitute a default under or violation of (i) any provision of applicable law or regulation, 01·(ii) any agreement, judgment,
injunction, order, decree or other instrument binding upon such Holder;


 


(f)such Holder understands that this
Note has not been registered under the Securities Act, 01·qualified under the securities law of any state, on he grounds,
among others, that no distribution or public offering of the Securities is to be effected and the Securities will be issued by
the Company in connection with a transaction that does not involve any public offering within the meaning the Act, and under any
applicable state blue sky authority. The Holder understands that the Company is relying it1 part on the Holder's representations
as set forth herein for p,1rposes of claiming such exemptions and 1hat the basis for such exemptions may not be present if, notwithstanding
the Holder's representations, the Holder has in mind merely acquiring the Securities for resale on the occm1'ence or non-occurrence
of some predetermined event. The Holder has no such present intention;


 


(g)this Note constitutes a valid and
binding agreement of the Holder enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar
laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability;


 


(h)the Holder has such knowledge and
experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities
and the Holder is capable of bearing the economic risks of such investment;


 


(i)the Holder is knowledgeable, sophisticated
and experienced in business and :financial matters; the Holder has previously invested in securities similar to the Securities
and fully understands the limitations on transfer described herein; the Holder has been afforded access to information about the
Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enable
it to evaluate its investment in the Securities; the Holder has been afforded the opportunity to ask such questions as it has deemed
necessary of, and to receive answers :from, representatives of the Company concerning the terms and conditions of the offering
of the Securities and the merits and the risks of investing in the Securities; and the Holder has been afforded the opportunity
to obtain such additional information which the Company possesses or can acquire that is necessary to verify the accuracy and completeness
of the information given to the Holder concerning the Company. The forgoing does not in any way relieve the Company of its representations
and other


 




    	 	15	 



    	 



    

 


(j)no part of the source of funds used by the Holder to acquire
the Securities constitutes assets allocated to any separate account maintained by the Holder in which any employee benefor plan
(or its related trust) has any interest.


 


17.COSENT TO JURISDICTION AND SERVICE OF PROCESS.The
Com[pany consents to the jurisdiction of the courts of the State of Florida and of any state and federal court located in the County
of Seminole, Florida.


 


18.GOVERNING LAW. THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE IN AND TO BE
PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OR PRINCIPLES OF CONFLICTS OF LAW.


 


19.ATTORNEYS FEES. In the event the Holder
hereof shall refer this Note to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred
in attempting or effecting the enforcement of the Holder’s rights, whether or not suit is instituted, including reasonable
attorney’s or paralegals’ fees and costs through and including all trial and appellate levels and post-judgment proceedings
and enforcements.


 


20.CONFORMITY WITH LAW.
It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding
anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable
usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no
circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether
occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if ther4etofore paid, shall
be either refunded to the Company or be credited on the principal amount of this Note.


 


21.DISPUTES/ARBITRATION. It is the intention
of the Company and the Holder that before filing a lawsuit, all controversies, disputes and claims of any type between the Holder
and the Company connected to this Note, or the breach thereof, will be resolved by binding Arbitration per the provisions of the
Florida Arbitration Code, Chapter 682, Florida Statutes except as otherwise provided herein (the “Arbitration”). Such
Arbitration shall be governed per the terms and conditions of Annex 3 attached hereto.


 


22.EFFECTIVENESS OF CONSTRUCTION. Wherever
possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law
and in such a way as to, as closely as possible, achieve the intended economic effect of such provision and this agreement as a
whole, but if any provision contained herein is, for any reason, held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without
invalidating the remainder of such provision or any other provision hereof, unless such a construction would be unreasonable.


 


23.WAIVERS. All waivers must be in writing
by the Holder. Any waiver or failure to enforce any provision of this Note on one occasion will not be deemed a waiver of any
other provision or of such provision on any other occasion. 


 




    	 	16	 



    	 



    

 


24. CAPTIONS; NO
STRICT CONSTUCTION.  All captions, headings, paragraph and subparagraph numbers and letters are solely for reference purposes
and shall not be deemed to be supplementing, limiting or otherwise varying the text of this Note. The language used in this Note
will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will
be applied against any party.


 


25. COUNTERPARTS.
This Note may be executed in any number of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. The parties hereto agree that this Note, agreements ancillary to it, and related documents to
be entered into connection with this No will be considered signed when the signature of a party is delivered by facsimile transmission,
or an electronic copy of this Note is delivered bearing electronic signatures of the parties thereto. Such facsimile of electronic
signature shall be treated in all respects as having the same effect as an original signature.


 


26.FURTHER ASSURANCES.
The Company, its officers, directors and majority shareholders hereto shall cooperate with one another at reasonable times and
on reasonable conditions and shall promptly execute and deliver any and all instruments and documents requested by the Holder as
may be reasonable necessary in order to fully carry out the intent and purposes of this Note as contemplated by the Holder at any
time prior to full repayment of the principal, interest, fees and penalties due under this Note.


 


27.AUTHORITY
TO BIND. A Responsible officer of the company has read and understands the contents of this Note and is empowered and duly
authorized on behalf of the Company and its Board of Directors to execute it, and bind the Company to it.


28.REMEDIES.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder by vitiating
the intent and purpose of the transaction contemplated hereby. According, the Company acknowledges that the remedy at law for a
breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


29. ACCESS TO
TRANSFER AGENT. So long as any amount under this Note remains outstanding, including principal, interest, fees or penalties,
the Holder shall have the right to request from the transfer agent of the Company the share structure of the Company, including
but not limited to, the amount of authorized common stock, the amount of common stock issued and outstanding, the amount of unrestricted
common stock, the amount of common stock deposited with Cede & Co., and the amount and classes of preferred stock (the “Share
Structure”). Within three (3) business days following the Effective Date, the Company shall issue a written letter to its
transfer agent duly authorizing the transfer agent, for as long as any amount under this Note remains outstanding, including principal,
interest, fees or penalties, to release in writing any and all information about the Company’s Share Structure to the holder
within not more than one business day from any such written request from the Holder, his representatives, agents, affiliates, successors
or assigns (whether such request be by e-mail, text, fax or hardcopy letter). Any and all costs, if any, associated with the release
of such Share Structure information by the transfer agent to the Holder shall be at the expense of the Company.


  




    	 	17	 



    	 



    

 


 





  


 




    	 	18	 



    	 



    

EXHIBIT A


(Page 1)


Totally Hemp Crazy Inc.


Roy Meadows


 


Schedule of Loan Advances (Additional Sheets
may be Attached if Necessary) including amounts advanced under the Original Note and 2014 Amended & Restated Note.


 


	Date of Loan Advance	Amount of Loan Advance	Total of all Loan Advances Owed by Company (Excluding Interest and Fees)	Initials of Authorized Company Representative	Initials of Holder or Authorized Representative 
	February 6, 2013	$25,000.00	$25,000.00	 	
         

         

	March 5, 2013	10,000.00	35,000.00	 	
         

         

	July 12, 2013	12,000.00	47,000.00	 	
         

         

	November 8, 2013	10,000.00	57,000.00	 	
         

         

	May 27, 2014	10,000.00	
        67,000.00

         
	 	 
	June 26, 2014	5,000.00	
        72,000.00

         
	 	 
	July 7, 2014	50,000.00	
        122,000.00

         
	 	 
	July 7, 2014	3,000.00	
        125,000.00

         
	 	 
	July 31, 2014	900.00	
        125,900.00

         
	 	 
	September 2, 2014	7,500.00	
        133,400.00

         
	 	 
	September 2, 2014	30,000.00	
        163,400.00

         
	 	 
	October 17, 2014	10,000.00	
        173,400.00

         
	 	 
	November 14, 2014	6,000.00	
        179,850.00

         
	 	 
	November 26, 2014	12,000.00	
        191,850.00

         
	 	 
	December 4, 2014	487.50.00	
        192,337.50

         
	 	 
	December 15, 2014	18,000.00.00	
        210,337.50

         
	 	 




    	 	19	 



    	 



    




 


	Date of Loan Advance	Amount of Loan Advance	Total of all Loan Advances Owed by Company (Excluding Interest and Fees)	Initials of Authorized Company Representative	Initials of Holder or Authorized Representative 
	 Subtotal, Page 1	--	210,337.50	 	
         

         

	 December 22, 2014	20,000.00	230,337.50	 	
         

         

	December 30, 2014	15,000.00	245,337.50	 	
         

         

	 January 5, 2015	656.25	245.993.75	 	
         

         

	January 5, 2015	900.00	
        246,893.75

         
	 	 
	January 5, 2015	15,000.00	
        261,893.75

         
	 	 
	January 12, 2015	5,000.00	
        266,893.75

         
	 	 
	January 14, 2015	10,000.00	
        276,893.75

         
	 	 
	 February 2, 2015	450.00	
        277,343.75

         
	 	 
	February 4, 2015	450.00	
        277,793.75

         
	 	 
	 February 9, 2015	22,500.00	
        300,293.75

         
	 	 
	 February 23, 2015	12,000.00	
        312,293.75

         
	 	 
	 	 	 	 	
         

         

	 	 	
         

         
	 	 
	 	 	
         

         
	 	 
	 	 	
         

         
	 	 
	 	 	
         

         
	 	 


 


 




    	 	20	 



    	 



    

EXHIBIT B


CONVERSION NOTICE 


 


To:Totally Hemp Crazy Inc.


The undersigned hereby irrevocably elects to
exercise the right, represented by that certain Amended & Restated Demand Convertible Promissory Note dated March 25, 2015
(the “Note”), a copy of which is attached hereto, to convert ____________________ in outstanding principal amount,
and _________________ in accrued but unpaid interest on the Note into ________ _________________________ shares of common stock
(the “Shares”) of Airborne Security & Protective Services, Inc. (the “Company”). The undersigned requests
that certificates for such Shares be issued in the following names and quantities:


 


 


Dated: ______________________________, 20_____:


 


Roy Meadows:


By: __________________________________________ 


 




    	 	21	 



    	 



    

 


ANNEX 1


(“Unanimous Board Consent” to be
attached)


  


 




    	 	22	 



    	 



    

 


ANNEX 2


 


List of Conversions


 


	Conversion Date	Price Per Share	Number of Shares	Amount Converted	Holder
	July 17, 2014	.001	24,000,000	$24,000.00	
        Meadows/Rayburn

         

	October 1, 2014	.001	14,000,000	14,000.00	
        Meadows

         

	December 18, 2014	.001	15,000,000	15,000.00	
        Meadows

         

	December 29, 2014	.001	14,000,000	14,000,000	
        Rayburn

         

	January 26, 2015	.001	18,000,000	18,000,000	
        Meadows

         

	January 27, 2015	.001	13,240,710	13,240.71	
        Rayburn

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         

	 	 	 	 	
         

         






 




    	 	23	 



    	 



    

  


ANNEX 3


 


DISPUTES/ARBITRATION


 


Before filing a lawsuit,
all controversies, disputes and claims of any type between the Holder and the Company to this Agreement and including all matters
arising relating to this Note or the breach thereof will be resolved by binding Arbitration by the majority vote of a three-person
Arbitration Panel consisting of a Neutral Arbitrator and a Party Advocate Arbitrator appointed by each side according to the following
procedure:


 


(a)Arbitration will be governed by the
provisions of the Florida Arbitration Code, Chapter 682, Florida Statues, except as otherwise provided herein:


 


(b)The party initiating Arbitration (“Claimant”)
shall place an ad (the “Ad”) in the Orlando Sentinel, other local newspaper and/or “Craig’s List”,
soliciting responses for, “An arbitrator experienced in mediation, arbitration or managing business affairs to settle disputes
for $65.00/hr. Reply to (insert Claimant’s address) or Fax (insert Claimant’s Fax number” and proceed to have
the Neutral Arbitrator selected as set forth below in the paragraph “SELECTION FOR THE NEUTRAL ARBITRATOR”;


 


(c)Claimant shall give written notice of
its “Arbitration Claim” to the other party (“Respondent”), which shall state the nature of the dispute,
the amount involved, the remedies sought and the name, address and telephone number of the person designated as the Claimant’s
Advocate Arbitrator. Once the Neutral Arbitrator is selected as outlined below, the proposed date, time and location of the Pre-Arbitration
Conference shall be selected by the Claimant, such date, time and location shall be at least 21 days but not more than 32 days
from the date the Arbitration Claim was sent (not delivered) to the Respondent’s address.


 


(d)Respondent shall to be deemed to have
automatically denied the Arbitration Claim. Respondent shall provide written notice to Claimant of the name, address and telephone
number of its Party Advocate Arbitrator and shall state any Counter-Arbitration Claims it has by stating the nature of the dispute,
the amount involved and the remedies sought. This notice shall be given at least 10 days prior to the date selected for the Pre-Arbitration
Conference. If Respondent fails to timely name an Advocate Arbitrator, then the Arbitration shall be conducted by the Neutral Arbitrator
and the Claimant’s Advocate Arbitrator.


 


(e)Notices to institute an Arbitration
proceeding shall be sent in accordance with the “Notices” provision herein or such other address as subsequently designated
in and Arbitration Claim or Counter-Arbitration Claim. If any attorney appears on behalf of any party, notices shall thereafter
be sent to such attorney.


 


(f)The parties may designate anyone as
a Party Advocate Arbitrator including employees, relatives and closely associated persons except they that not designate an owner,
officer or member of the Board of Directors of a party or a person that has attended more than one year of law school or has been
an attorney anywhere. The parties may be represented by licensed attorneys in the Arbitration but none of the Arbitrators may be
an attorney or have attended more than one year of law school.


 




    	 	24	 



    	 



    

 


(g)The Pre-Arbitration Conference and Arbitration
Hearings will be help at a location and time as designated by the Holder. In the event that the Company wishes to institute


 


 


Arbitration as a Claimant, then notice shall
be given by the Holder who shall cooperate in designating the location and time of the Pre-Arbitration Conference. The Pre-Arbitration
Conference may be conducted by conference telephone call if the parties and the arbitrators concur.


 


(h)The Pre-Arbitration Conference shall
be held at least 21 days from the date of the sending of the Arbitration Claim. The Arbitration Hearing shall be held within at
least 14 days after but no more than 24 days after the Pre-Arbitration Conference at a date and time set by the Arbitrators unless
they extend the time based upon a determination of good cause. However, in no event shall the Arbitration Hearing be held more
than 30 days after the Pre-Arbitration Conference unless both parties agree. At the Pre-Arbitration Conference, the Arbitrators
shall each take an oath that they meet the requirements detailed in this Agreement. At the Pre-Arbitration Conference, a copy of
the Arbitration Claim and Counter-Arbitration claims shall be given to the Neutral Arbitrator. Within 10 days after the Pre-Arbitration
Conference, each side shall give written notice of the name and address of each witness it intends to call, a list of exhibits
and a copy of each exhibit. This disclosure may be supplemented only upon a showing of good reason to the Arbitrators.


 


(i)The Neutral Arbitrator shall chair the
Pre-Arbitration Conference and the Arbitration Hearing. All decisions of the Arbitration Panel shall be decided by majority vote
of the Arbitrators. The Arbitrators’ Award must be rendered within 2 days after the Arbitration Hearing and summarize each
claim or point submitted to Arbitration, the Award for that claim or point and the basis for the Arbitrator’s Award. The
Award must be based on, and conform, to, the terms of this Note and award damages only as provided herein, however, the Arbitrators
may not award punitive damages. The Award shall be sent by certified mail to the parties. If the Arbitration Award does not comply
with the preceding provisions, it will be deemed invalid, and either party may, within 90 days of the deliver to that party of
al copy of the original award, re-initiate Arbitration of the same claims, issues and disputes, with each party selecting a new
Advocate Arbitrator other than his original designee, and a new Neutral Arbitrator selected. If the Neutral Arbitrator does not
comply with this clause, the fee to them shall not be paid or due.


 


(j)Provided the Award complies herewith,
it will be final, conclusive and binding on the parties, subject only to the limited judicial review permitted under the Florida
Arbitration Code.


 


(k)Venue for all lawsuits will lie in the
County and Circuit Courts of Seminole County.


 


(l)The provisions of this Section may not
be waived by the Company without the express written consent of the Holder.


 


(m)In the event a party files a lawsuit
prior to filing Arbitration, the other part shall recover attorney fees incurred as a result of that action if the court orders
Arbitration. The Arbitrators shall determine the amount of attorney fees.


 


(n)The Arbitrators may order that depositions
be allowed or documents produced on matters concerning the arbitration only upon a showing of good cause. Any order allowing depositions
shall set limit the number of depositions and establish a time limit for each deposition. The Arbitrators shall consider failure
to abide by their orders in reaching a decision.


 




    	 	25	 



    	 



    

 


(o)No
class action lawsuit may be filed using the arbitration provision. If a party has several contracts or related claims, the Arbitration
Claims by be consolidated into one Arbitration. 


 


 


 


(p) Each side shall pay one-half of the Neutral
Arbitrator’s fee and may be required to pay an estimated fee prior to the Pre-Arbitration Conference. If a party fails to
pay the Neutral Arbitrator’s fee as ordered at the Pre-Arbitration Conference, then that party waives the right to present
evidence and argument at the Arbitration Hearing. The Award may award the cost of the Neutral Arbitrator to be paid by the party
the Arbitrator determines prevails at the Arbitration Hearing. Each side shall pay for their own Advocate Arbitrator, their own
experts and any attorneys which represent them in Arbitration.


 


(q) The parties agree that no attorney may
be awarded by the courts or Arbitrators for representation in the Arbitration except the courts shall award attorney fees for the
confirmation, enforcement and collection of the Arbitration Award.


 


(r) Provided the award complies with the terms
of this agreement and Note, the award will be final, conclusive and binding on the parties’ subject only to the limited judicial
review permitted in the Florida Arbitration Code.


 


(s) Each Party waives the right to a jury trail.


 


(t) The terms and conditions of this Section
will survive any cancellation, default or any other termination of this Note.


 


(u) No punitive damages may be awarded in any
arbitration unless both parties agree to add its consideration in this arbitration. If the parties do not agree to arbitrate punitive
damages and if punitive damages are provided for by law, then separate suit must be filed to determine those damages if any.


 


SELECTION OF THE NEUTRAL ARBITRATOR Either
party may run the Ad. The parties will meet at the location and time designated by the Holder to select the arbitrator as soon
as at least six responses have been received from the Ad. If a party does not attend the meeting to select the Neutral Arbitrator,
then the other party shall proceed by following the provisions for selecting the Neutral Arbitrator that follow. The earliest postmarked
letter or dated fax will become the Neutral Arbitrator unless challenged by either party as having prior relations with the other
party or knowing the other party or unless the parties agree to a different arbitrator. For letters or faxes with the same date
the first letter or first and second letter if necessary of the applicant for arbitrator’s last name sorted from “a”
first will determine the order of consideration. If the arbitrator is objected to, the reason must be stated and supported by fact.
Grounds shall only be the other party has a relationship with the arbitrator or the objector has had a conflict with the arbitrator
in the past. Other than that each party may object as to qualifications to any two applicants submitted for all of the lists submitted
at all meetings in total. If no support to an objection is presented the arbitration shall proceed with the first arbitrator fulfilling
the preceding conditions. No Neutral Arbitrator may be selected that knows either party or the other arbitrators except through
prior arbitration proceedings as an arbitrator. If no one can be picked from the first group of responses, a second group may be
presented after running similar ads are run for more candidates; such ads may continue until an arbitrator is selected if the parties
agree to run them beyond two times. No more than two objections as to qualifications for each party will be allowed for all applications.
If no arbitrator is able to be selected, a suit may be filed concerning the case and the court petitioned to appoint the arbitrator
from the same lists, unless one of the


 




    	 	26	 



    	 



    

 


parties can establish by clear and convincing
evidence that there is no one on the list who can qualify as a Neutral Arbitrator in which case the Ad will be rerun for a new
list. If the court


 


 


appoints an arbitrator, he or she shall meet
the requirements as outlined in this paragraph as to experience and conflicts with the parties. All the other terms and conditions
of this Section and Note shall remain in full force and effect and the arbitration shall be conducted under the format and conditions
listed herein. Once the Neutral Arbitrator is selected the pre arbitration meeting will be scheduled per the preceding requirements
cited in this Section. The Neutral Arbitrator will:


 


		(i)	Be experienced in mediation, arbitration, or managing business affairs;



		(ii)	not be a present or previous employee of either party or have any personal or professional relationship
with either party or either arbitrator other than as a neutral arbitrator, and have no personal or private conflict with either
of the parties;



		(iii)	not have any personal interest in, or knowledge of, the case; (iv) have merely answered the Ad
for experienced arbitrators and furnished a resume; (v) taken an oath to: 1. “have read the terms of this Section and Note
and to follow the terms therein and to not award any remedy not provided for in the terms of this Note, and to state that there
are not terms in this agreement that they will not be able to follow and enforce; 2. Affirm clause (ii) above”;



		(iv)	have answered an ad similar to the Ad. The arbitrator shall be paid the hourly fee of $65.00 for
actual time in arbitration, plus actual time while meeting with other arbitrators to render a decision plus two hours travel for
the trip to the pre arbitration meeting and the arbitration meeting (total of two meetings) including travel allowance.



		(v)	Only discuss this case with all the other arbitrators present. Reach a decision with a majority
if possible and not adjourn a meeting unless a decision has been reached or a new time to meet has been agreed upon by all arbitrators
unless an arbitrator refuses to meet at reasonable times. Meet only at the designated place as specified in the arbitration notice.
Bill for the time traveling to and from the meeting and in meetings and no other time and arrive at the award and have the award
typed with all the other arbitrators present and signed by them within 48 hours of the last agreed on meeting of the arbitrators.



		(vi)	be competent, conscientious and impartial and be open to questions posed by the parties to ascertain
the neutral qualifies prior to beginning the actual arbitration. The fact an arbitrator has previously acted as a neutral arbitrator
in proceedings to which either claimant or respondent was a party, or received compensation from either claimant or respondent
in connection with any previous arbitration will not disqualify the arbitrator from serving as a neutral arbitrator but the neutral
cannot have had any association with any of the other arbitrators prior to the arbitration except in prior arbitrations for either
party and must disclose those. Neither party including the advocate arbitrators may contact the neutral arbitrator except by fax
or email to determine qualifications and to set the time and date of the arbitration and any other necessary discussions as to
the mechanics of the arbitration including the proposed oath and to furnish a copy of this contract but in no event as to any details
of what is being arbitrated or





    	 	27	 



    	 



    

 


changing the conditions of the
arbitration and may only discuss the case with all arbitrators present at the place of arbitration.





ANNEX 4


 


GUARANTY AND SECURITY AGREEMENT


 


 


THIS AGREEMENT (this “Agreement”)
dated as of March 25, 2015 (the “Effective Date”) is by and among on the one hand, jointly and severally, Totally Hemp
Crazy Inc. located at 9101 LBJ Freeway, Dallas, Texas 75243 (the “Company”), and jointly and severally, __________________________________________________________________________
(the “Guarantors”), and on the other hand, ROY MEADOWS, an individual, residing at 207 Jasmine Road, Longwood, Florida
32779 (the “Holder”).


 


 


RECITALS


 


WHEREAS, the Guarantors desire for the Holder
to advance funds to the Company in connection with the terms and conditions of that certain Amended & Restated Demand Convertible
Promissory Note, dated March 25, 2015 in the original principal amount of up to $1,500,000.00, (the “Note”);


 


WHEREAS, to induce Holder to execute this Agreement
and accept the Note, the Guarantors have agreed to guarantee the repayment of the funds advanced under said Note, including principal
and accrued and unpaid interest (collectively, the “Indebtedness”) on the terms and conditions herein set forth, and
to pledge or cause to be pledged Collateral (as hereinafter defined) upon the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:


 


DEFAULT


 


The Company hereby agrees to make all payments
on the Note under the terms and conditions thereto, including accrued and unpaid interest. Unless waived by Holder, and under the
terms and conditions of the Note, including, but not limited to, Section 11, “Default”, if any payment is not made
by the Company when due, the Note shall be deemed in default by the Holder without written notice thereof to the Company or the
Guarantors.


 


GUARANTY


 


This Guaranty is an irrevocable guarantee of
payment of the Note jointly and severally by the Company and the Guarantors. The Holder shall be entitled to take any action against
Company, Guarantors, or any other person or entity that it may elect with respect to any collateral or security interest that Holder
is herein granted for any or all of the Indebtedness, in any order it so chooses, or concurrently in its sole discretion, as Holder
may elect; and it shall not be necessary for the enforcement of this Guaranty that Holder first pursue or exhaust any right or
remedy against or with respect to any of the foregoing before electing another such right or remedy.


 




    	 	28	 



    	 



    

 


This Guaranty shall be an absolute, unconditional,
irrevocable and continuing inexhaustible Guaranty without limitation as to amount or duration. The obligations of Guarantors hereunder
shall be absolute and unconditional irrespective of the validity, regularity or enforceability of all


 


 


or any of the Company’s obligations and
any other agreement or instrument relating to the Indebtedness, or any defect with respect thereto, or the existence, value or
condition of any collateral or security for any or all of the Indebtedness, or any other circumstances which might otherwise constitute
a legal or equitable discharge of a surety or guarantor, it being agreed that the obligations of Guarantors hereunder shall not
be discharged except by payment as provided in the Note or herein.


Without limiting the generality of the preceding
paragraph, Guarantors hereby consent and agree that at any time and from time to time:


		(a)	The time, manner, place and/or terms of payment of all or any of the Indebtedness may be extended
or changed;



		(b)	The time for the performance by Company of or compliance with any term, condition or agreement
on its part to be performed or observed under the Company’s obligations or any other agreement or instrument relating to
the Indebtedness may be extended, or such performance or compliance waived, or failure in or departure from each performance or
compliance to; and,



		(c)	The Company’s obligation and/or any other agreement or instrument relating to the Indebtedness,
or any terms thereof, may be amended or modified in any respect (including without limitation the provisions with respect to the
interest payable under the Company’s obligations) only with the written consent of the Holder.



This Guaranty shall continue in full force
and effect notwithstanding any insolvency or bankruptcy of Company or the Guarantors. Neither the Guarantors’ obligation
to pay and perform in accordance with the terms of this Guaranty, nor any remedy for the enforcement hereof nor the amount of the
Indebtedness shall be impaired, modified, changed, stayed, released or limited in any manner whatsoever by any impairment, modification,
change, discharge, release, limitation or stay of the Indebtedness or the obligations of the Company or its estate in bankruptcy
or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Bankruptcy Code
of the United States or other statute, state, federal or foreign, or from the decision of any court interpreting any of the same,
and the Guarantors shall be obligated under this Guaranty and the amount of the Indebtedness shall for the purposes of this Guaranty
be determined as if no such impairment, stay, modification, change, discharge, release or limitation had occurred.


 


This Guaranty shall remain in full force and
effect or shall be automatically reinstated, as the case may be, without any further action on the part of the Holder, in the event
that the Holder is required, in any bankruptcy, insolvency, reorganization or other proceeding involving the Company, to return
or rescind any payment made to or value received by the Holder from or for the account of the Company on account of the Indebtedness,
all as though such payment had not been made or such value had not be received. This paragraph shall remain in full force and effect
notwithstanding any termination of this Guaranty or release by the Holder of the Guarantors unless the paragraph is terminated
by a written instrument that includes specific reference to this paragraph.


 


No failure or delay on the part of the Holder
in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any future exercise thereof or the exercise of any other right, power or


 




    	 	29	 



    	 



    

 





remedy hereunder. No amendment, modification,
termination or waiver of any provision of the Guaranty, nor consent to any departure Guarantors there from, shall in any event
be effective unless the same shall be in writing and executed by Holder, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. Notice to or demand on Guarantors in any case shall entitle
Guarantors to any other or future notice or demand in similar or other circumstances.


 


SECURITY


 


Grant of Security Interest. The Company and
the Guarantors hereby pledge to the Holder, for their benefit and as agent for Holder, a lien and security interest (collectively
referred to as the “Security Interest”) in the Collateral, as hereinafter defined, as security for the payment and
performance of: (a) all present and future Indebtedness of the Company to the Holder; (b) all obligations of the Company and rights
of the Holder under this Agreement; and (c) all present and future obligations of the Company to the Holder of other kinds. The
Holder shall also have security interest in all claims that the Company may have against any Person or Entity, regardless of the
nature of such claims. Description of “Collateral”:





 


At the Holder’s sole option, in his sole
discretion and judgment, whereby the Holder will provide such instruction to the Company and the Guarantors in writing, the Company
shall file within ten (10) business days of receipt of such instruction from the Holder, one or more UCC-1 Financing Statement
for the sole benefit of the Holder against the Collateral (the “UCC-1 Filings”). The Company agrees to have its attorney
prepare such UCC-1 Filings which shall be reviewed in form and content by the Holder or his representatives or agents prior to
the Company having it filed in the appropriate venues. The Company agrees to pay all fees, including, but not limited to, attorney
and paralegal fees and expenses, connected with the UCC-1 Filings, and will provide the Holder with proof of the UCC-1 Filings
and payment thereof, to its sole satisfaction, within twenty-one (21) business days of the signing of this Agreement. Failure to
provide satisfactory proof of the UCC-1 Filings and payments thereof, shall constitute an event of default of the Note. For the
duration of the Note, the Company shall be responsible for updating and maintaining the UCC-1 Filings as required by law, but not
less than every six (6) months, and for filing any and all appropriate continuation statements of the UCC-1 Filings with the appropriate
authorities as may be required for the UCC Filings full effectiveness in law.


 


The Company understands that it may not use
the Collateral to secure any additional agreements, security or otherwise, and that any release of any or all of the Collateral
for securing other agreements is at the sole option of the Holder.


 


Company and Guarantors acknowledge that the
Note shall be considered senior indebtedness of the Company and that the Holder has first priority in payment of the Note over
any and all other creditors as allowable by law, whether in cash or seizure of Collateral, and as such this Note cannot and shall
not be subordinated to any other debt or financing instrument, including debt held by a bank, subsequent or already existing, without
the express written consent of the Holder. That the Note is such senior indebtedness of the Company shall be stated prominently
in any UCC-1 Filings. Failure by the Company to adhere to the preceding provisions of this paragraph shall be an Event of Default
of the Note as therein defined.


 




    	 	30	 



    	 



    

 


Guarantors hereby acknowledge and agree that
this is a continuing Guaranty and shall remain in full force and effect until the indefeasible payment in full of all then outstanding
Indebtedness.


 


The invalidity or unenforceability of any provision
of this Guaranty shall in no way affect the validity or enforceability of any other provisions hereof.


 


This instrument shall be binding upon Guarantors,
it successors and assigns and shall insure to the benefit of any subsequent holder of the Company’s obligations, at the Holder’s
sole discretion. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of Florida
without giving effect to principles of conflict of laws. The parties hereto agree that any action brought to enforce the terms
of this Agreement will be brought in the appropriate federal or state court having jurisdiction over Seminole County, Florida.


 


In the event the Holder hereof shall refer
this Agreement to an attorney to enforce the terms hereof, the Company and Guarantors, jointly and severally, agree to pay all
the costs and expenses incurred in attempting or effecting the enforcement of the Holder’s rights, whether or not suit is
instituted, including reasonable attorney’s and paralegals’ fees and costs through and including all trial and appellate
levels and post-judgment proceedings and enforcements.


 


THE COMPANY AND GUARNATOR JOINTLY AND SEVERALLY
HERBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE
TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY HOLDER OR EACH ONE’S HEIRS, LEGAL PREPRESENTATIVES,
SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AND ANY OTHER DOCUMENTS EXECTUED IN CONNECTION HEREWITH.
IT IS INTENDED THAT SAID WAIVER BY THE COMPANY THE GAURANTOR, JOINTLY AND SEVERALLY, SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS,
AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.


 


IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the Effective Date.


 




    	 	31	 



    	 



    







 



    	 	32	 



    











EXHIBIT
B


 


(Copy of Amendment to Articles of Incorporation,


Dated October 16, 2015




    	 



    	 



    

EXHIBIT
C


 


(Copy of Resolution of the Board of Directors
of Rocky Mountain High Brands Inc.,


Dated November 16, 2015





 



    

    

    




 





AGREEMENT


 


THIS AGREEMENT
(the “Agreement”) is made this 16th day of November, 2015 (the “Effective Date”), by and between
Roy Meadows, an individual, with an address of 207 Jasmine Lane, Longwood, Florida 32779, (the “Debtholder”),
and Rocky Mountain High Brands, Inc., (formerly named Totally Hemp Crazy, Inc. and Republic of Texas, Inc. respectively)
a Nevada corporation, (the “Company”). (The Debtholder and the Company may be referred to herein collectively as the
“Parties”, or individually as a “Party”.)


The Parties
have this date signed the Exchange Agreement, which is effective as of November 3, 2015. The Parties agree that if the Company
is unable to redeem the Series C Preferred Stock on or before March 24, 2016, then Debtholder will be entitled to the Renewal Fee
and Common Stock Purchase Warrants as are set forth in page 3 of the Demand Convertible Promissory Note attached to the Exchange
Agreement. The Parties agree to cooperate in the calculation of Renewal Fee and Common Stock Purchase Warrants if necessary.


 


 


DEBTHOLDER: