NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 








Principal Balance: $300,000


Issue Date: June 1, 2018 


Original Issue Date:January 5,
2018


Due Date: October 5, 2018















 





SECURED PROMISSORY NOTE


Issued Solely In Exchange for
the Secured Promissory Note Issued January 5, 2018, as amended


 


 


Rocky Mountain
High Brands, Inc., (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments,
LLC, a Nevada limited liability company, or its registered assigns (the “Holder”) the sum of $300,000 by
October 5, 2018, (the "Maturity Date") in installments (as outlined below) together with any interest as set forth
herein, and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) (the “Interest Rate”)
per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise.


 


This Note is issued in exchange
solely for Holder’s surrender of the Secured Promissory Note dated January 5, 2018 (the “1/5/18 Note”) previously
issued to Holder from the Company, and for no other consideration from Holder. The Company acknowledges accrued and unpaid interest
under the 1/5/18 Note in the amount of $12,328.77, and agrees to payment of such interest, together with the principal balance
of this Note, in accordance with the terms of this Note. All obligations of the Company set forth in the 1/5/18 Note are replaced
and superseded in their entirety by the terms of this Note. This Note and all accrued interests shall tack back to January 5, 2018.












 


This Note may not
be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts
owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty
percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid
(“Default Interest”) . Interest shall be computed on the basis of a 365-day year and
the actual number of days elapsed. All payments due hereunder (to the extent not
made in common stock) shall be made in lawful money of the United States of America.


 




    	 	1	 



    	 



    




 


All payments shall be
made at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the
provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a
business day, the same shall instead be due on the next succeeding day which is a
business day and, in the case of any interest payment date which is not the date
on which this Note is paid in full, the extension of the due date thereof shall
not be taken into account for purposes of determining the amount of interest due
on such date. As used in this Note, the term “business day” shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are
authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise
defined, shall have the meaning ascribed thereto in the supporting documents of same date (attached hereto).


 


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


 


The following terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1                              
Conversion Right. Following the execution of this Note, the
Holder shall have the right to convert all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion
price (the “Conversion Price”) determined as provided herein (a “Conversion”).


(a)  Beneficial
Ownership Limitation. In no event shall the Holder be entitled to convert any portion of this Note in excess of that portion
of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a
limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common
Stock issuable upon the conversion of the portion of this Note with respect to
which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates
of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The number of shares of Common Stock to be
issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by
the applicable Conversion Price then in effect on the date specified in the notice of conversion, (the “Notice of
Conversion”), delivered to the Company by the Holder in accordance with the Sections below; provided that the Notice of
Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)
to the Company before 6:00 p.m., New York, New York time on such conversion date (the
“Conversion Date”).


The term
“Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this
Note to be converted in such conversion plus (2) at the Company’s option, accrued and unpaid interest, if any, on such principal
amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Company’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any
amounts owed to the Holder.


 




    	 	2	 



    	 



    




(b)  
Monthly Conversion Limitation. Notwithstanding Section 1.1 above, for so long as the Company is not in Default under the
terms of this Note, the Holder shall not be entitled to convert greater than $50,000 of the outstanding balance on this Note,
in any calendar month. 


 


Conversion
Price. At any time after the execution of this Note, the Holder shall have the right, at its option, to convert all or
any portion of this Note into shares of fully paid and non-assessable Common Stock of the Company at the price of $0.008
per share, (the "Conversion Price"). If, however, during any time while this Note remains issued and outstanding,
the lowest reported trading price for the Company’s common stock is equal to or less than $0.009 for any two
(2) consecutive trading days, then the Conversion Price shall be adjusted to $0.005 per share for any remaining amounts due
and owing hereunder. In addition, for so long as the Company is not in Default under the terms of this Note, the Holder
shall not, on any individual trading day, sell an amount of shares of common stock received upon conversion of all Notes
issued by the Company to the Holder that is in excess of fifteen percent (15%) of the total trading volume for such trading
day.


 


1.2                               Authorized
Shares. The Company covenants that during the period the conversion right exists the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note. The Company is required at all times to
have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the
Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The
Reserved Amount shall be increased from time to time in accordance with the Company’s obligations.


 


The
Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In
addition, if the Company shall issue any securities or make any change to its capital structure which would change the number
of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Company shall
at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock
authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.


 


The
Company (i) acknowledges that it will irrevocably instruct its transfer agent to issue certificates for the
Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


 


If, at
any time the Company does not maintain the Reserved Amount it will be considered an Event of Default as defined in this Note.


 


		1.3	Method of Conversion.



 


(a)    
Mechanics of Conversion. This Note may be converted by the
Holder, in whole or in part, at any time following execution by submitting to the Company a Notice of Conversion (by
facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York,
New York time).


 




    	 	3	 



    	 



    

 


(b)    
Surrender of Note Upon Conversion. 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 amount of this Note is so converted. The Holder and the Company shall maintain records
showing the principal amount so converted and the dates of such conversions or shall use such other method,
reasonably satisfactory to the Holder and the Company, so as not to require
physical surrender of this Note upon each such conversion. In the event of any
dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence
of manifest error. The Holder and any assignee, by acceptance of this Note,
acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this
Note may be less than the amount stated on the face hereof.


 


c) Payment
of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue 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 in street name), 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.


(d)    
Delivery of Common Stock upon Conversion. Upon receipt by the Company from
the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section, the Company shall issue and deliver or cause to be
issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion
within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase
Agreement. The Company will pay any and all legal, deposit and transfer agent fees that may be incurred or charged in
connection with the issuance of shares of the Company's Common Stock to the Holder arising out of or relating to the
conversions of this Note.


 


(e)    
Obligation of Company to Deliver Common Stock. Upon receipt by the Company of a Notice of Conversion, the Holder shall be
deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the
amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion,
and, unless the Company defaults on its obligations under this Article I, all
rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the
Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the
Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation
to issue and deliver the certificates for Common Stock 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 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 termination, or any
breach or alleged breach by the Holder of any obligation to 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. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so
long as the Notice of Conversion is received by the Company before 6:00 p.m., New York, New York time, on
such date.




    	 	4	 



    	 



    

 





(f)    
Delivery of Common Stock by Electronic Transfer. In lieu of delivering
physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the
Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of
the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Company shall use
its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to
the Holder by crediting the account of Holder’s Broker with DTC through its Deposit Withdrawal Agent
Commission (“DWAC”)system.


 


(g)     Failure
to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable
upon conversion of this Note is not delivered by the Deadline the Company shall pay to the Holder $2,000 per day in cash, for
each day beyond the Deadline that the Company fails to deliver such Common
Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or,
at the option of the Holder (by written notice to the Company by the first day of the month following the month in which it
has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue
thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common
Stock in accordance with the terms of this Note. The Company agrees that the right to convert is a valuable right to the
Holder. The damages resulting from a failure, attempt to frustrate, and interference with such conversion right are difficult
if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this
Section are justified. Any delay or failure of performance by the Company hereunder shall be excused if and to the extent
caused by Force Majeure. For purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably
foreseeable and not caused by the Company, including acts of God, fires, floods, explosions, riots wars, hurricanes,
etc.


 


1.4                              
Concerning the Shares. The shares of Common Stock issuable upon conversion of this
Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act
or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in com parable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or
(iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except as otherwise provided herein
(and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion
of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable
upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend,
shall bear a legend substantially in the following form, as appropriate:


 


“NEITHER
THE ISSUANCEAND SALE OFTHE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL
BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTOR(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 








    	 	5	 



    	 



    


The legend
set forth above shall be removed and the Company shall issue to the Holder a new certificate
therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form,
substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the
sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered
for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately sold. In
the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S,
at the Deadline, it will be considered an Event of Default pursuant to this note.


 


		1.5	Effect of Certain Events.



 


(a)  
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance
or disposition of all or substantially all of the assets of the Company, the effectuation
by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is
disposed of, or the consolidation, merger or other business combination of the Company
with or into any other Person (as defined below) or Persons when the Company is not the survivor shall either: (i) be deemed to
be an Event of Default (as defined in Article III) pursuant to which the Company shall
be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default
Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof.
“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other
entity or organization.


(b)   Adjustment
Due to Merger, Consolidation, Etc.If, at any time when this Note is
issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of
shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company
shall be changed into the same or a different number of shares of another class or classes of stock or securities of the
Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company
other than in connection with a plan of complete liquidation of the Company, then
the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon
the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon
conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set
forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the
Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly
as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Company
shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable,
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date
of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,
consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which
time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the
Company) assumes by written instrument the obligations of this Section 1.6(b).
The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.



 




    	 	6	 



    	 



    

 





(c)  
Adjustment Due to Distribution. If the Company shall declare or make any
distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by
way of return of capital or otherwise (including any dividend or distribution to the Company’s shareholders
in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off))
(a “Distribution”), then the Holder of this Note shall be entitled,
upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to
receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock
issuable upon such conversion had such Holder been the holder of such shares of
Common Stock on the record date for the determination of shareholders entitled to such Distribution.


 


(d) 
Adjustment Due to Dilutive Issuance. If, at any time when any Notes are
issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have
issued or sold, any shares of Common Stock in connection with a financing transaction executed and made effective subsequent
to the date of this Note based on a variable price formula (the “Alternative Variable Price Formula”) that is
more favorable to the investor in such financing transaction than the formula for calculating the Conversion Price in effect
on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”),
then immediately upon the Dilutive Issuance, the formula for the Conversion Price will be adjusted to match the
Alternative Variable Price Formula. If it is unclear whether the Alternative
Variable Price Formula is better or worse, then Holder, in its sole discretion, may elect at the time of such issuance
whether to switch to the Alternative Variable Price Formula or not.


(e)  
Purchase Rights. If, at any time when any Notes are issued and
outstanding, the Company issues any convertible securities or rights to purchase stock, warrants, securities or other
property (the “Purchase Rights”) pro rata to the record holders of any
class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(f)  
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Company, at its expense, shall
promptly compute such adjustment or readjustment and prepare and furnish to the
Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish to such
Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect
and (iii) the number of shares of Common Stock and the amount, if any, of other
securities or property which at the time would be received upon conversion of the Note.


 


1.6                              
Security. As Security for the Company's obligations contained herein and in all Notes issued by the Company
to the Holder, the Holder shall be granted an unconditional first priority interest in and to, any and all property of the Company
and its subsidiaries, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired
until the balance of all Notes has been reduced to $0. "Any and all property," as described herein shall be inclusive
of, but not limited to, assets reported by the Company on its SEC filings, cash, inventory, accounts receivable, intellectual property
rights, equipment and property. The Investor is authorized to make all filings the Investor, in its discretion, deems necessary
to evidence its securityinterests.


 




    	 	7	 



    	 



    


1.7                               Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i)
the shares covered thereby (other than the shares, if any, which cannot be issued
because their issuance would exceed such Holder’s allocated portion of the Reserved
Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a
Holder of such converted portion of this Note shall cease and terminate, excepting only the
right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at
law or in equity to such Holder because of a failure by the Company to comply
with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of
Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any
portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder
of Common Stock by so notifying the Company) the Holder shall regain the rights of a Holder of this Note with respect to
such unconverted portions of this Note and the Company shall, as soon as practicable, return such unconverted Note to the
Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not
been converted. In all cases, the Holder shall retain all of its rights and
remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to
the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the
Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Company’s failure
to convert this Note.


 


1.8                              
Prepayment. Maker may prepay this Note for 135% of the outstanding amount then due
in one payment.


 


1.9                                           
No Short Sales. No short sales shall be permitted by the Holder or
its affiliates at any time while this Note is issued and outstanding in any amount.


ARTICLE II. CERTAIN COVENANTS


 


2.1                               Distributions
on Capital Stock. So long as the Company shall have any obligation under this Note, the Company shall not without
the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution
(whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock
solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any
other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’
rights plan which is approved by a majority of the Company’s disinterested
directors.


 


2.2                               Restriction
on Stock Repurchases. So long as the Company shall have any obligation under this Note, the Company shall not without the
Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other
securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company
or any warrants, rights or options to purchase or acquire any such shares.


 


2.3                               Borrowings.
So long as the Issuer shall have any obligation under this Note, the Issuer s
hall not, without written notice to the holder, create, incur, assume guarantee, endorse, contingently agree to purchase or
otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the
endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except
(a) borrowings in existence or committed on the date hereof and of which the Issuer has informed Holder in writing prior to
the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or
(c) borrowings, the proceeds of which shall be used to repay this Note.


 








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2.4                              
Sale of Assets. So long as the Company
shall have any obligation under this Note, the Company shall not, without the Holder’s written consent, sell, lease or otherwise
dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any
assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5                              
Advances and Loans. So long as the Company shall have any obligation under this Note,
the Company shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm,
joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Company, except loans, credits or advances (a) in existence or committed on the date
hereof and which the Company has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business
or (c) not in excess of$50,000.


 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each, an “Event
of Default”) shall occur:


 


3.1    Failure to Pay Principal
or Interest. The Company fails to pay the principal hereof or interest
thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


 


3.2    Conversion
and the Shares. The Company fails to issue shares of Common Stock to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or
in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, the Company directs its transfer agent not to transfer or delays,
impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any
certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays,
and/or hinder sits transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in
respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does
not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any
written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three(3)
business days after the Holder shall have delivered a Notice of Conversion. It
is an obligation of the Company to remain current in its obligations to its transfer agent. It shall be an event of default
of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Company to its
transfer agent. If at the option of the Holder, the Holder advances any funds to the Company’s transfer agent in order
to process a conversion, such advanced funds shall be paid by the Company to the Holder within forty eight (48) hours of a
demand from the Holder.


 


3.3    Breach
of Covenants. The Company breaches any covenant or other term or condition contained in this Note and any collateral
documents including but not limited to the Equity Financing Agreement and the Registration Rights Agreement.


 


3.4    Breach of Representations and Warranties.
Any representation or warranty of the Company made herein or in any agreement, statement or certificate given in writing
pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or
misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note or the Equity Financing Agreement and the Registration
Rights Agreement.



 




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3.5     Receiver
or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply
for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or
such a receiver or trustee shall otherwise be appointed.


 


3.6    Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the Company or
any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a
period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7    
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or
involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the
Company or any subsidiary of the Company.


 


3.8 
    Delisting of Common Stock. If the
Company shall fail to maintain in good standing the listing of the Common Stock
on the over-the-counter market operated by OTC Markets Group, Inc. or an
equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market or the New York Stock Exchange or if
the Company's shall lose the "bid" price for its common stock on any given trading day.


 


3.9 
   Failure to Comply with the Exchange Act. If the
Company shall fail to comply, in a timely manner, with the reporting requirements of the Exchange Act; and/or the Company
shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.10     Liquidation.
Any dissolution, liquidation, or winding up of Company or any substantial portion of its business.


3.11    Cessation
of Operations. Any cessation of operations by Company or Company admits it is otherwise generally unable to pay its debts
as such debts become due,provided,however,that any disclosure of the Company’s ability
to continue as a “going concern” shall not be an admission that the Company cannot pay its debts as
they become due.


 


3.12   
Maintenance of Assets. The failure by Company
to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its
business (whether now or in the future).


 


3.13    Financial
Statement Restatement.The restatement of any financial statements filed by the
Company with the SEC for any date or period from two years prior
to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would,
by comparison to the original financial statement, have constituted a material adverse effect on the rights of the Holder
with respect to this Note or supporting documents.


 


3.14   
Reverse Splits. The Company effectuates a reverse split of its Common Stock without
at least twenty (20) days prior written notice to the Holder.


3.15    
Replacement of Transfer Agent. In the event that the Company proposes to
replace its transfer agent, the Company fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the
provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the
successor transfer agent to Company and the Company.


 








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3.16   
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the
other related or companion documents, a breach or default by the Company of any covenant
or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace
periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the
Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under
the terms of this Note and the Other Agreements by reason of a default under
said Other Agreement or hereunder.“Other
Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Company, and, or for the benefit
of, (2) the Holder and any affiliate of the Holder, including, without limitation,
promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents
to this Note. Each of the loan transactions between the Holder and the Company will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Company.


 


Further,
the Company shall not be deemed in default under this Note as a result of any actual or alleged breach or default under any of
the following agreements:


 


		·	$184,300 1 Year 6% Convertible Promissory
Note dated June 30, 2017 by and between Rocky Mountain High Brands, Inc. and Jerome Grisaffi



 


		·	$200,150.20 6 Month 6% Convertible Promissory
Note dated June 19, 2017 by and between Rocky Mountain High Brands, Inc. and Jerome Grisaffi



 


		·	$79,000 6 Month 6% Convertible Promissory
Note dated May 19, 2017 by and between Rocky Mountain High Brands, Inc. and LSW Holdings, LLC



 


		·	$100,000 6 Month 6% Convertible Promissory
Note dated July 11, 2017 by and between Rocky Mountain High Brands, Inc. and LSW Holdings, LLC.



 


Upon the
occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay
the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and
the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as
defined herein).


 


UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION
3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE COMPANY SHALL
PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY
(Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely
with respect to failure to pay the principal hereof or interest thereon when due on
this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8,
3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written notice to the Company by such Holders
(the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of
Articles III (other than failure to pay the principal hereof or interest thereon
at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Company
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times
the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest
on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus(y) Default
Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus
(z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this
Note to the date of payment plus the amounts referred to in clauses (x),(y) and
(z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default
Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of
or otherwise pursuant to such Default Sum in accordance with Article I, treating
the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes
of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of
a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b)
the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event
of Default and ending one day prior to the Mandatory Prepayment Date
(the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all
without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including,
without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights
and remedies available at law or inequity.


 





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If the Company fails to pay the
Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized
shares), to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.





 


ARTICLE IV. MISCELLANEOUS


4.1                               Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges.All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2                              
Notices.Allnotices,demands,requests,consents,approvals,andother
communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, email, or facsimile, addressed
as set forth below or to such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If to the Company, to:


 


Rocky Mountain High Brands, Inc.


9101 LBJ Freeway, Suite 200


Dallas, TX 75243


Attn: Michael Welch, CEO


 


 


If to the Holder:


 


GHS Investments, LLC.


420 Jericho Tpke Suite 207


Jericho, NY 11753


 


 


4.3                              
Amendments. This Note and any provision hereof may only be amended by an instrument
in writing signed by the Company and the Holder. The term “Note” and all
reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase
Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.



 







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4.4                               Assignability.This
Note shall be binding upon the Company and its successors and assigns, and shall
inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other
lending arrangement.


 


4.5                              
Cost of Collection. If default is made
in the payment of this Note, the Company shall pay the Holder hereof costs of collection, including reasonable attorneys’
fees.


 


4.6                                Governing Law.This
Note shall be governed by
and construed in accordance
with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this Note
shall be brought only in the state or federal courts located in New York City, New York. The parties to this Note hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive trial by jury.
The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Note or any other agreement delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by, unenforceable or invalid
under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such
prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.


4.7                               Certain
Amounts. Whenever pursuant to this Note the Company is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default
Interest on such interest, the Company and the Holder agree that the actual
damages to the Holder from the receipt of cash payment on this Note may be
difficult to determine and the amount to be so paid by the Company represents stipulated damages and not a penalty and is
intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of
shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Company and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into
shares of Common Stock.


4.8                              
Equity Financing Agreement. By its acceptance of this Note, each party agrees to be
bound by the applicable terms of the Equity Financing Agreement and supporting documents of same date.



 







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4.9                               Notice
of Corporate Events.Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Company shall provide the
Holder with prior notification of any meeting of the Company’s shareholders
(and copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Company of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire
(including by way of merger, consolidation, reclassification or recapitalization)
any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining
shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all
of the assets of the Company or any proposed liquidation, dissolution or winding up of the Company, the
Company shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified
therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date
on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such
time. The Company shall make a public announcement of any event requiring notification to the Holder hereunder substantially
simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.


 


4.10                               
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. Accordingly, 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 thereof, without the necessity of showing economic
loss and without any bond or other security being required.


IN WITNESS WHEREOF, Holder
and Company have caused this Second Amended and Restated Note to be signed in its name by its respective duly authorized officer:


 


GHS Investments, LLC


 


 


By: /s/ Sarfraz Hajee


Sarfraz Hajee, Member


 


Rocky Mountain High Brands, Inc.


 


 


By: /s/ Michael Welch


Michael R. Welch, CEO


_








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