THISNOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OFCERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLDEXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERSSHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THEISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THATANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

EAGLEEQUITIES, LLC COLLATERALIZED SECURED PROMISSORY NOTE

 

 

 

$250,000.00	NewHaven, CT

July 28, 2017

 

FORVALUE RECEIVED, Eagle Equities, LLC, a Nevada Limited Liability Company (the "Company") hereby absolutely and unconditionallypromises to pay to Rocky Mountain High Brands, Inc. (the "Lender"), or order, the principal amount of Two Hundred FiftyThousand Dollars ($250,000.00) no later than March 28, 2018, unless the Lender does not meet the "current information requirements"required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issuedby the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations underthis Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interestat the rate of 8%.

 

 

a.                 All principal under this Note shall.bedue and payable no later than March 28, 2018, unless the Lender does not meet the "current information requirements"required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issuedby the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations underthis Note as well as the Lenders payment obligations under the offsetting note.

 

b.                 The Company may pay this Note at any time. This note may not be assigned by the Lender,except by operation of law.

 

c.                  This Note shall initially be secured by the pledge of the $250,000.00 8%convertible promissory note issued to the Company by the Lender oneven date herewith (the "Lender

 

 

Note").**The Company may exchange this collateral for other collateral with an appraised value of at least $250,000.00, by providing3 days' prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3-day period,such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchangeof collateral for $250,000.00 in cash shall not require the approval of the Lender. Any collateral exchange shall not constitutea waiver of any defaults under a Lender note.**All collateral shall be retained by New Venture Attorneys, P.C., which shallact as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under theLender Note until it has made full cash payment for the portion of the Lender Note being converted.

 

 

a.                 The principal amount of this Note is subject to prepayment in whole or in part upon theoccurrence and during the continuance of any of the following events (each, an "Event of Default"): the initiation ofany bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assetsby the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance ofthis Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts dueto the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under theLender Note.

 

b.                 No remedy herein conferred upon the Lender is intended to be exclusive of any other remedyand each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at lawor in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exerciseany and all remedies available to it under law.

 

 

a.               All notices, reports and other communications required or permitted hereunder shall be inwriting and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in whichevent it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender'saddress as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shallhave furnished the Lender(s) in writing.

 

b.                 Each such notice, report or other communication shall for all purposes under this Note betreated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receiptor 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressedand mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

 

 

 

 

a.                   Neither this Note nor any provisions hereof may be changed, waived, discharged or terminatedorally,butonly by a signed statement in writing.

b.                 No failure or delay by the Lender to exercise any right hereunder shall operateas a waiver thereof, nor shall any single or partial exercise of any right,power or privilege preclude any other right, power or privilege. The provisionsof this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction,such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understandingof the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Noteregardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assentsto any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,and to the addition or release of any other party or person primarily or secondarilyliable.

 

c.                  If Lender retains an attorney for collectionof this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtednessrespected by this Note,thenthe Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, includingwithout limitation, reasonable attorneys' fees.

 

d.                 This Note shall for all purposes be governed by, and construed in accordance with the lawsof the State of Nevada (without reference to conflict oflaws) and the exclusive venue shall be in the State and Federal courtslocated in State of New York.

 

e.                 This Note shall be binding upon the Company's successors and assigns, and shall inure to thebenefit of the Lender's successors and assigns.

 

****

 

INWITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date firsthereinabove written.

 

 

EAGLE EQUITIES, LLC

 

 

APPROVED:

 

ROCKY MOUNTAIN HIGH BRANDS, INC.

 

/s/

By:

Title:

__________________