**INDEMNIFICATION AND RELEASE AGREEMENT**

 

ThisIndemnification And ReleaseAgreement (the “Agreement”)is made and entered intoby and between Rocky Mountain High Brands,Inc. (sometimes referred to as “RMHB”) and Jerry Grisaffi (sometimes referredto as “Grisaffi”) (all sometimes collectively referred to as “theParties”) according to the followingterms.

 

 

**A.       **Grisaffi has resigned, effective June 30, 2017 from his employment as Chairman of the Board of Directors and Secretary andTreasurer of RMHB. Such resignation was in writing and was delivered to the Board of Directors June 26, 2017. The Board has acceptedthe resignation.

**B.       **TheParties desire to memorialize the terms of the resignation by this document.

NOW,THEREFORE, in considerationof the mutual promisesand covenants specified herein,includingthe recitals set forth above, and othergood and valuable consideration,the receipt and sufficiency of which arehereby acknowledged and agreed by all ofthe Parties, the undersignedagree as follows:

**RELEASES**

 

TheParties, individually and collectively,as well as their respectivepredecessors and successors,agents, attorneys, employees, representatives,heirs and assigns, hereby forever fullyrelease, dischargeand acquit the other Parties, and each of them, individually and collectively, aswell as theirrespective predecessorsand successors, agents, attorneys, employees,representatives,heirs and assigns,from any and all costs, losses, liabilities, damages,injuries, expenses, claims, demands,actions, causes of action,contracts and/or agreements(specifically including the Employment Agreement of Grisaffi, as well as any back wages/salary), known or

 

unknown,fixed or contingent,liquidated or unliquidated,that any one or more of the Parties has,or may in the futurehave, against any or all of the Parties as a result of or arising out of or pertainingto any subject matters arising from theemployment and other relationships between Grisaffi and RMHB, as well as all other events at anytime through the date of this Agreement;PROVIDED HOWEVER that Grisaffi does not release RMHB from any of the Promissory Notes now if effect with RMHB as maker and Grisaffias the holder, all of such Notes being fully enforceable in accordance with their terms.

**INDEMNIFICATION**

RMHB agrees to indemnify, defend and holdharmless Grisaffi from and against any and all claims, causes of action, damages, claims for damages, liability,loss, cost or expense, including reasonable attorneys' fees and expenses oflitigation, arising out of or in any way related to performance of his duties for RMHB.

 

**WARRANTIES,REPRESENTATIONS ANDCOVENANTS**

 

TheParties make the followingcovenants, warrantiesand representations, each of whichshall survivethe Closing and thetransactions describedherein:

**1.	Voluntariness.	**TheParties have read this Agreement, understandits contents, andhave voluntarilyexecuted this Agreement as his or her or its own freeact. Each Party has been given adequatetime to consider this Agreement.The terms of this Agreementare not only understandable,but they are fully understoodby him or her or it.

**2.	NoPrior Assignments.	**Eachof the Parties owns and has not sold,assigned, granted or otherwisetransferredto any other individual or entity any right,privileges or cause of action, or anypart thereof, arising out of or otherwiseconnected withthe subject matteror terms of this Agreement.

 

**3.       Consideration.**The only consideration forsigning this Agreementare the terms stated herein. No otherpromises or agreementsof any kind have been made to or withthe Parties by any person or entitywhomsoever to causehim or her or it to execute this Agreement.

**4.       Consultationwith Attorneys.**Each Party has consulted with his or heror its attorneys prior to executing this Agreement,or has had the opportunity to do so, his or her or its attorneys have explained theterms and conditions of this Agreement,they have fully answered all of his or heror its questions concerning sameand have apprised him orher or it of the legal impact of this Agreement,and he or she or it fully understands thisAgreementand the final andbinding effect.

**5.	Authority.	**EachParty to this Agreement has the capacity,power, and authority to enterinto this Agreement and to executeand deliver any and all documents requiredto be executed and delivered by that Party pursuantto this Agreement and agrees and acknowledgesthat this Agreement has been approvedby all necessarycorporate or other action.Each Party to this Agreement furtherwarrants and represents to the other Partiesthat this Agreement and all of its termsand conditions are valid, binding,and enforceable upon such party.

**MISCELLANEOUS**

 

 

**6.	Placeof Performance.	**This Agreementis made and performablein Dallas County, Texas.

**7.       EntireAgreement.**ThisAgreement contains the fulland complete agreement of the Parties hereto.

**8.       BindingEffect and Beneficiaries.**ThisAgreement and any documentsattendant to sameshall inure to the benefit and shall bebinding on the Parties hereto and their

 

affiliates,principals, heirs, executors, legatees,administrators, trustees,ancillary trustees, personalrepresentatives, successorsand assigns.

**8.       Amendments.**This Agreement maynot be clarified, modified,exchanged, or amended except in a writingsigned by each of the Parties affectedby such clarification, modification,exchange or amendment.

**9.       PartialInvalidity or Unenforceability.**Should it be determinedfor any reason thatany provision of this Agreement or any documentsexecuted in connectionherewith is invalid or unenforceable,then such invalidity or unenforceabilityshall not affect the validity or enforceabilityof any other provision of this Agreementor the documents executed in connectionherewith.

**10.       Understandingand Authority.** Each Party herebyacknowledges thathe, she or it has read and fully understands,or has had explained to his, her or its satisfactionby counsel of his or its ownchoosing, all of the terms, conditions,and covenants of this Agreement.Each of the signatories furtheracknowledges thathe or it is fully authorizedto execute this Agreement in the capacityset forth, that he, she or it is authorizedto fully bindthe entity on whose behalfthe individual has signed and thateach executesthis Agreement willingly andvoluntarily.

**11.       MultipleCounterparts.**This Agreement maybe executed in a number of identical counterparts,each of which for all purposesis deemed anoriginal, and all of which constitutecollectively one agreement. A facsimileor photocopy of this Agreementand/or the signatureof a Party shall be deemedto constitute anoriginal.

**12.	LawGoverning and Forum Selection.	**Thevalidity, construction,enforcement and effectof this Agreementshall be governed by the laws of the Stateof Texas

 

withoutgiving effectto the conflictsof laws provision thereof,and each of the obligations of the partieshereto are performablein Dallas County, Texas. Dallas County,Texas shall be the exclusive venue,with sole and exclusive jurisdiction, for any litigationrelating to this Agreement, and all partieshereto consent to the exercise of personaljurisdiction by a state or federal courtin Dallas County for such purpose.

 

Dated: June 26, 2017.

 

 

 

ROCKY MOUNTAIN HIGH BRANDS, INC.

 

 

 

By: _/s/______________________________________

Winton Morrison, Board Member

 

By: _/s/_____________________________________

Charles Smith, Board Member

 

By: _/s/_____________________________________

Gerarod David, Board Member

 

By: _/s/______________________________________

Kevin Harrington, Board Member

 

 

 

 

 

JERRY GRISAFFI

 

 

 

****Jerry Grisaffi