EQUIPMENT PURCHASE
AGREEMENT


 


THIS
EQUIPMENT PURCHASE AGREEMENT (this "Agreement"), dated as of September
17, 2020 (the "Effective Date"), is entered into by and among Rocky Mountain High Brands, Inc.,
a Nevada corporation, ("Purchaser"), and Mogul Trading, LLC,
a Wyoming limited liability company ("Seller").


 


WHEREAS,
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, assets
owned by Seller upon the terms and subject to the conditions
of this Agreement.


Now,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


ARTICLE I


PURCHASE AND SALE
OF ACQUIRED ASSETS


 


Purchase
and Sale. (a) On the terms and subject to the conditions of this Agreement,at the Closing,
Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase from Seller, all the right,
title and interest of Seller in, to and under the Acquired Assets (as hereinafter defined), for the total purchase price of 32,000,000
fully paid, non-assessable shares of Purchaser's common stock (the "Purchase
Price"), which stock is being issued under Rule 144 of the Securities Act.


 


Section
1.1. The purchase
and sale of the Acquired Assets is referred to in this Agreement as the "Acquisition."
THIS IS AN
ASSET PURCHASE ONLY AND
NO LIABILITIES OF
SELLER ARE BEING ASSUMED BY PURCHASER.


Section 1.2. Acquired
Assets.


 


		(a)	The term ;'Acquired Assets"
means all of the assets of Seller of any nature whatsoever, including but not limited to the following assets of Seller:



 


All
of those assets and equipment identified and set forth in Exhibit "A" attached hereto, together with all ancillary equipment
and operational manuals related to such Acquired Assets. Purchaser understands that such Equipment is being purchased "AS
IS WHERE IS" subject to the terms in Section 1.3 (a) below.


 


The
Purchase Price included delivery of all of the Acquired Assets to Purchaser's
manufacturing plant in Plano Texas and installation of all of the Acquired Assets in proper working condition to Purchaser's satisfaction.
This is all done at Seller's sole cost and expense.


 


Section
1.3. Inspection of Acquired Assets and Valuation Documentation.


 




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(a)
Seller will provide purchase receipts for the Acquired Assets, as well as the opportunity to inspect the Acquired Assets upon arrival
in Purchaser's manufacturing facility in Plano Texas. The purchase receipts are intended in
part to evidence the value of the Acquired Assets by stating what Seller or any predecessor in
interest paid for such Acquired Assets. Notwithstanding anything contained herein to the contrary, if
the Purchaser has any issue with the condition of the Acquired Assets, or the information contained in the purchase receipts, then
the Parties will attempt to resolve such problems. Seller agrees to take such steps as are
necessary for the Equipment to be in good working
condition and capable of operating as intended by the original manufacturer of the Equipment. If
the Parties are unable to come to a mutually acceptable agreement, then this Agreement may be terminated by
Purchaser, the Purchase Price shall be returned and the shares evidencing the Purchase Price shall be cancelled.


 


ARTICLE II


THE CLOSING


Section
2.1. Closing Date. The closing of the Acquisition (the "Closing") shall take place on or before
September 17, 2020, or at such other date as may be agreed upon in writing
by Seller and Purchaser. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date".
The Closing may also be effectuated with the exchange of closing documents by facsimile or electronic mail and delivery of Purchaser's
shares.


Section
2.2. Transactions To Be Effected at the Closing. At
the Closing:


 


		(a)	Seller and the Shareholders shall execute and deliver, if
appropriate, to Purchaser the following:



 


		(i)	A Bill of Sale and Assignment
in the form attached hereto as Exhibit
"A"; and



(ii)           
such other documents as Purchaser or
its counsel may reasonably request to demonstrate satisfaction of the conditions and
compliance with the covenants set forth in this Agreement.


 


		(b)	Purchaser shall deliver to Seller the following:



 


		(i)	the Purchase Price as described in Section 1.1 hereof;



 


		(ii)	such other documents as Seller
or its counsel may
reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in
this Agreement.



 


ARTICLE III


REPRESENTATIONS
AND WARRANTIES


 


Seller represents
and warrants to Purchaser as follows:





 




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Section
3.1. Organization, Standing and Power. Seller is a Wyoming limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Wyoming and has full corporate power and authority and possesses all governmental
:franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties
and assets and to carry on the Business as presently conducted.


 


Section
3.2. Authority; Execution and Delivery; Enforceability. Seller has full
power and authority to execute this Agreement and to consummate the Acquisition and the other transactions contemplated hereby.
The execution and delivery by Seller of this Agreement and the consummation by
Seller of the Acquisition and the other transactions contemplated hereby and
thereby have been duly authorized by all necessary action. Seller and Shareholders have duly executed and delivered this
Agreement, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms.


 


Section
3.3. No Conflicts; Consents. The execution and delivery by Seller of this Agreement do not (a) conflict with, (b) result
in any violation of or default under, (c) give rise to (i) a right of termination, cancellation or acceleration of any obligation
under, (ii) a loss of a material benefit under or (iii) increased, additional, accelerated or guaranteed rights or entitlements
of any person under, or (d) result in
the creation of any Lien upon any of the properties or assets of Seller
under any provision of the certificate or articles of incorporation and by-laws of
Seller. No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration
or filing with, any third party or any Federal, state, local or foreign government or any court of competent jurisdiction, administrative
agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity")
is required to be obtained or made by or with respect to Seller in connection with the execution, delivery and performance of this
Agreement or the consummation of the Acquisition.


Section
3.4. Sufficiency of Acquired Assets. Seller has good and valid title to all
of the Acquired Assets that are to be transferred by Seller to Purchaser pursuant to this Agreement, in each case free and
clear of all mortgages, liens, security interests, charges, leases, subleases, covenants, options, claims, restrictions or encumbrances
of any kind.


 


Section
3.5. Proceedings. There are no pending suits, actions or proceedings (collectively, "Proceedings" and
each, a "Proceeding") or claims against or affecting any Acquired Asset. Seller is not a party or subject to or
in default under any judgment applicable to any Acquired Asset. To the knowledge of Seller, there is no pending or threatened investigation
of or affecting any Acquired Asset.


 


Section
3.6. Compliance with Applicable Laws. Seller has not received any written notice that any investigation or review by
any Governmental Entity with respect to any Acquired Asset is pending or that any such investigation or review is contemplated.


 


Section
3.7. Disclosure. No representation or warranty
of Seller contained in this
Agreement, and no statement contained in any document, certificate, Exhibit or Schedule furnished or to be furnished by or on behalf
of Seller to Purchaser or any of Purchaser's representatives
pursuant to this Agreement, contains or will contain
any untrue statement of a material fact, or omits
or will


 




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this
Agreement, contains or will contain any untrue statement of a material fact, or omits or will
omit to state any material fact necessary, in light of the circumstances
under which it was or will be made,
in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information
required to be provided in any such document, certificate, Exhibit or Schedule.


 


Purchaser represents and warrants
to Seller and the Shareholders as follows:


 


Section
3.8. Organization, Standing and Power. Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all
governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise
hold its properties and assets and to carry on its business as presently conducted.


 


Section 3.9.
Authority; Execution and Delivery; Enforceability. Purchaser has full power and authority to execute this Agreement and
to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by
Purchaser of this Agreement and the consummation by Purchaser of the Acquisition and the other transactions contemplated
hereby and thereby will be duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this
Agreement, and this Agreement constitutes, the legal, valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms.


 


Section
3.10. No Conflicts; Consents. The execution and delivery by Purchaser of this Agreement do not conflict with any
contract to which Purchaser is a party. No consent of or registration, declaration or
filing with any third party or any Governmental Entity is required to be obtained or made by or with respect to Purchaser
in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition or
the other transactions contemplated hereby and thereby.





 


ARTICLE
IV


CONDITIONS
PRECEDENT


Section
4.1. Conditions to Obligations of Purchaser. The obligation of Purchaser to complete the
Acquisition is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date
of the following conditions:


 


(a)               
Representations and Warranties. The representations and warranties of Seller made
in this Agreement shall be true and correct.


 


(b)              
Performance of
Obligations of Seller. Seller shall have performed or complied in
all material
respects with all
obligations and covenants
required by this
Agreement to be performed or complied with by Seller
by the time of the Closing.


 




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(c)               
Absence of Proceedings. There shall not be pending or threatened by any Governmental
Entity any Proceedings (or by any other person any Proceedings that has a reasonable likelihood of success), challenging or seeking
in any respect to restrain or prohibit the Acquisition or any other transaction contemplated by this Agreement.


 


		(d)	Consents. Seller shall have received
written consents from all persons necessary or appropriate to effect the Acquisition.



Section
4.2. Conditions to the Obligations of Seller. The obligation of Seller
to complete the Acquisition is subject to the satisfaction (or
waiver by Seller) on or prior to the Closing Date of the following conditions:


 


		(a)	Representations and Warranties. The
representations and warranties of Purchaser made in this Agreement shall be true and correct.



		(b)	Performance of Obligations of Purchaser.
Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement
to be performed or complied with by Purchaser by the time of the Closing.



 


ARTICLE V


TERMINATION, AMENDMENT
AND WAIVER


Section 5.1. Termination.


 


(a)               
Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated
and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing Date:


 


		(i)	by mutual written consent of Purchaser and Seller;



 


		(ii)	by Seller if (i) Purchaser
breaches or fails to perform or comply with any of its material covenants or agreements contained herein, or breaches its representations
and warranties in any material respect, (ii)
Seller has notified Purchaser in writing of
the breach, and (iii) the breach is incapable of being cured or has continued without cure for a
period often (10)
days after the
notice of breach; or



		(iii)	by
                                         Purchaser if (i) Seller breaches or fails to perform or comply with any of its material
                                         covenants or agreements contained
                                         herein, or breach the representations and warranties made by Seller in any material respect.
                                         (ii) Purchaser has
                                         notified Seller in writing of the breach and (iii) the breach is incapable of
                                         being cured or has continued without cure for
                                         a period often (10) days after the notice of breach.






Section
5.2. Effect of Termination. If this Agreement is terminated
and the transactions contemplated hereby are abandoned as described herein, this Agreement shall become null and void and of no
further force and effect.


 







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Section
5.3. Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.


 


ARTICLE
VI


INDEMNIFICATION


 


Section
6.1. Indemnification by Seller. Seller shall indemnify Purchaser and its
affiliates and each of their respective officers, directors, partners, members, managers, employees, stockholders, agents
and representatives agains and hold them harmless from,
any loss, liability, obligations, claim, damage or expense (including
reasonable legal fees and expenses) ("Losses"), as incurred (payable within thirty
(30) days after receipt of a written request), for or on account of, or arising from or in connection with or otherwise
in respect of:


 


(a)              
any breach of any representation or warranty of Seller that survives the Closing contained
in this Agreement; or


 


		(b)	any breach of any covenant of Seller contained in this Agreement.



 


Section
6.2. Indemnification by Purchaser. Purchaser shall indemnify
Seller and its officers, directors, shareholders, employees, agents and
representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request),
for or on account of, or arising from or in connection with
or otherwise with respect of:


 


		(a)	any breach of any representation, warranty of Purchaser contained
in this Agreement; or



 


		(b)	any breach of any covenant of Purchaser contained in this Agreement.



 


ARTICLE
VII


GENERAL PROVISIONS


Section
7.1. Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by
Seller without the prior written consent of Purchaser. Purchaser may assign this Agreement to an entity controlled by Purchaser
by providing written notice to Seller.


 


Section
7.2. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted
assigns and nothing herein expressed or implied shall give or be construed to give to
any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.


 


Section
7.3. Notices. All notices or other communications required or permitted to be
given hereunder shall be in writing and shall be delivered by hand
or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service
and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the
case of express mail or overnight courier service), as follows:


 




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To the Seller:


  





Mogul Trading,
LLC


Attn: Rameel
Sheikh


 


525
N. Sam Houston Parkway E Houston TX 77060


 


 


To the Purchaser:


 


Rocky
MoW1tain High Brands, Inc. Attn: David M. Seeberger


 


1000 Shiloh
Rd., Suite 200


 


Plano, TX 75074


 


 


 


Section 7.4. Interpretation;
Exhibits and Schedules; Certain Definitions.


 


(a)               
The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. All
Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in
and made a part of this Agreement as if set forth in full herein.
Any capitalized terms used in any Schedule or Exhibit but not
otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a
Section, Exhibit or Schedule, such reference shall be to a Section of,
or an Exhibit or Schedule to, this Agreement unless otherwise indicated.


 


		(b)	For all purposes hereof:



 


"affiliate"
of any person means another person that directly or indirectly, through one or more intennediaries, controls, is controlled by,
or is under common control with, such first person, and,
in the ca'ie of Seller, shall be deemed to include the shareholders of Seller.


'"including"
means including, withoutlimitation.


 


"person"
means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other
entity.


 


Section
7.5. CoW1terparts . This Agreement may be executed in one
or more counterparts, aJl of which shall be considered one and the same agreement, and shall become effective when one or more
such counterparts have been signed by each of the parties and delivered to the other parties.


 


Section
7.6. Entire Agreement. 1bis
Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and Wlderstandings relating to such subject matter. No party shall be liable


 




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or
bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as
specifically set forth herein.


Section 7.7. Severability.
If any provision of this Agreement (or any portion thereof) or the application
of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances.


Section
7.8. Consent to Jurisdiction. Purchaser and Seller irrevocably
submit to the exclusive jurisdiction of the courts of the State of Texas,
County of Dallas, for the purposes of any suit,
action or other proceeding arising out of this Agreement or any transaction contemplated hereby.


 


Section
7.9. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of Texas applicable to agreements made and to
be performed entirely within such State, without regard to the conflicts of law principles of such State.


 


Section
7.10. Seller's Knowledge. For purposes of this Agreement, "Seller's knowledge" shall mean the actual knowledge,
upon reasonable investigation or inquiry, of the Shareholders of Seller.


 


 


 


 


(Signature
page follows)


 



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IN WITNESS
WHEREOF, this Note has been executed effective the date and place first written above.


 


 


SELLER: MOGUL TRADING, LLC


 


By: /s/ Rameel Sheikh


 


By: /s/ Agha Ali


 


 


PURCHASER:
ROCKY MOUNTAIN HIGH BRANDS, INC.


 


By:
/s/ David M. Seeberger


David
M. Seeberger, CEO


 






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EXHIBIT "
A"


BILL OF SALE


 


 


This
BILL OF SALE (this "Bill of Sale") is made as of September 17, 2020, from MOGUL TRADING, LLC, a Wyoming limited
liability company ("Seller"), to Rocky Mountain High Brands, Inc., a Nevada corporation ("Purchaser").
All capitalized terms herein shall have the same meaning as prescribed to them in the Purchase Agreement (defined below).


 


RECITALS:


 


		A.	Seller and Purchaser entered into an Equipment
Purchase Agreement dated as of September 17, 2020 (the "Purchase Agreement").



 


		B.	Pursuant to the Purchase
Agreement, Seller has agreed to sell and convey the Acquired Assets (as defined in the Asset Purchase Agreement) to Purchaser as
of the date hereof. The Assets are
generally described and set forth in Exhibit "1"
attached to this Bill
of Sale.



 


		C.	This Bill of Sale is executed and delivered pursuant to the Purchase
Agreement.



 


In
consideration of the premises and agreements contained herein and in
the Purchase Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Seller and Owners hereby act and agree as follows:


 


1.                 
Conveyance of Assets. Seller hereby sells, conveys, transfers, assigns and delivers
to Purchaser and its successors and assigns the Acquired Assets and all rights, titles and interests therein with all appurtenances
thereto, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever.


 


2.                 
Additional Rights and Obligations of Seller and Owners. Seller hereby agrees
and acknowledges that additional rights and obligations of Seller are
expressly provided for in the Purchase Agreement, and that the execution and delivery of this Bill of Sale shall not expand, impair
or diminish any of the rights or obligations of any of the parties to the Purchase Agreement, as set forth therein. Seller acknowledges
and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall
not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict
or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.


 


3.                 
Counterparts. This
Bill of Sale may be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument.





 




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4.                  Descriptive
Headings.. The descriptive headings of this Bill of Sale are for convenience of
reference only and shall not be deemed to affect the meaning or construction of any provisions hereof.


 


5.                
Governing Law; Attorneys’ Fees. This Bill of Sale
shall be governed by, construed, interpreted and applied in accordance with the laws of the Sate of Texas, without giving effect
to any conflict of laws rules that would refer the matter to the laws of another jurisdiction.


 


6.                  
Successors and Assigns. This Bill of Sale, and all the
terms and provisions hereof, shall insure to the benefit of, and be binding upon, the assigns, successors, heirs, executors and
administrators of the parties to the Purchase Agreement.


 


7.                  
Reformation; Severability. In case any provision hereof
shall be invalid, illegal or unenforceable, such provision shall be reformed to best effectuate the intent of the parties to the
Purchase Agreement and permit enforcement thereof, and the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby. If such provision is not capable of reformation, it shall be severed from this
Bill of Sale and the enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


IN
WITNESS WHEREOF, this Note has been executed effective the date and place first written above.


 


SELLER:
MOGUL Trading, LLC


  


By:
/s/ Rameel Sheikh


 


 


 


PURCHASER:
ROCKY MOUNTAIN HIGH BRANDS, INC.


 


 


By:
David M. Seeberger


 


 






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