NON-COMPETITION AGREEMENT


THIS NON-COMPETITION
AGREEMENT (this “Agreement”) is dated July 25, 2018, (the “Effective Date”), by
and among BFIT Brands, LLC, an Arizona limited liability company, together with all
members/shareholders (“Shareholder”) of BFIT Brands, LLC (BFIT
Brands, LLC and Shareholder(s) collectively referred to as "Seller") and Rocky Mountain High Brands, Inc.,
a Nevada corporation (“Purchaser”). All capitalized terms not otherwise defined herein shall have the meaning
given to them in the Asset Purchase Agreement, dated as of July 25, 2018, by and among Seller and Purchaser (the “Purchase
Agreement”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Purchase Agreement, Seller has agreed to sell and convey to Purchaser, and Purchaser has agreed to purchase and accept from
Seller, the Acquired Assets relating to Seller's Business;


WHEREAS, Purchaser
would not have entered into the Purchase Agreement without ensuring certain protections against solicitation and competition by
Seller subsequent to the Closing; and


WHEREAS, Seller
is delivering this Agreement pursuant to the Asset Purchase Agreement.


NOW, THEREFORE,
for and in consideration of the mutual covenants and agreements contained herein and in the Purchase Agreement, the benefits which
Seller and Purchaser will receive from the transactions contemplated by the Purchase Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:


1.       RESTRICTIVE
Covenants.


1.1       Non-Competition.
Seller covenants and agrees that for a period of one (1) year from the date of this Agreement (“Restricted Period”),
Seller shall not engage, directly or indirectly, whether as a principal, agent, owner, employee, contractor, advisor, partner,
member, shareholder, manager, officer, director, broker, consultant or otherwise, individually or in combination with any other
individual, corporation or other entity, in any business dealing in any manner with beverages which are in any way similar to the
products sold, or ever sold, or in development or concept stage to be sold, by BFIT
Brands, LLC, or which contain hemp or CBD, other than Purchaser,
within the United States of America (the “Territory”). Provided, however, that nothing contained in this Section
1.1 shall prohibit Seller from owning, directly or indirectly, solely as an investment, securities of any entity traded on any
national securities exchange or over-the-counter market if the Seller are not controlling persons of, or a member of a group which
controls, such entity and does not, either directly or indirectly, own one percent (1%) or more of any class of securities of such
entity. 


1.2       Remedies.
Seller acknowledges and agrees that the Purchaser would be irreparably harmed and that remedies at law would be inadequate to redress
the actual or threatened violations of the restrictive covenants set forth in this Section 1, and that, in addition to any other
relief, the foregoing restrictions may be enforced by temporary and permanent injunctive relief. The time 




    	 		 



    	 



    

 


periods
referenced in the foregoing restrictions shall be extended by any period in which Seller is in breach thereof. Purchaser's breach
of any provision of this Agreement shall not constitute a defense for any violation by Seller of the restrictions contained herein.
Remedies referenced in this Agreement shall be considered cumulative and not exclusive, and Purchaser expressly reserve the right
to pursue all remedies available to Purchaser for any breach or threatened breach, including the recovery of damages, accounting
for all compensation, profits, monies, accruals, increments or other benefits resulting from a breach or threatened breach, and
reasonable attorneys’ fees and costs of court. Seller agrees to pay all costs and expenses (including reasonable attorneys’
fees and court costs) incurred by Purchaser in enforcing the provisions of this Agreement, to the extent Purchaser prevails. Notwithstanding
the foregoing, if any provision of this Agreement is found by a tribunal or competent jurisdiction to be illegal or unenforceable,
either in whole or in part, then, but only to such extent, the parties stipulate and agree that the offending provision shall automatically
be deemed modified and conformed to the minimum requirements of law and thereupon, together with all other provisions hereof (whether
in their original form or as modified hereunder), shall be given full force and effect. 


1.4       Special
Considerations. Seller acknowledges that the provisions of this Section 1 are agreed to by Seller and Purchasers on the basis
of the following: (i) the non-competition covenant contained herein is ancillary to the agreement of Purchaser to purchase the
Acquired Assets pursuant to the Purchase Agreement, and those covenants are supported by a new and independent valuable consideration
in addition to the consideration paid to Seller for the Acquired Assets, and accordingly the purchase of the Acquired Assets by
Purchaser gives rise to the interest of Purchaser in obtaining the non-competition covenant contained herein, (ii) the non-competition
covenant, the duration of the Restricted Period and the geographical scope of the Territory are fair, reasonable and not oppressive
and are necessary and designed to protect the goodwill and legitimate business interests of Purchaser in connection with the Business,
and (iii) the limitations contained in this Agreement with regard to the non-competition covenant as to time, geographical area
and scope of activity to be restrained do not impose a greater restraint than is reasonably necessary to protect the goodwill and
legitimate business interest of Purchaser in connection with the Business and those covenants do not unreasonably impair or interfere
with, either directly or indirectly, Seller's or the Shareholders' ability to secure other employment or an engagement elsewhere
to utilize their professional skills, talents, and services without violating those covenants. 


2.       MISCELLANEOUS.


2.1        Representations
of Seller. Seller represents and warrants to Purchaser that they have read and fully understand this Agreement and have consulted
with legal counsel and tax advisors who have explained all of its terms and provisions and that the agreed upon consideration for
the undertakings made by Seller in this Agreement is adequate.


2.2       Amendments
and Waiver. No amendment, waiver or consent with respect to any provision of this Agreement shall in any event be effective
unless it is in writing and signed by the parties, and then such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. Any party’s lack of enforcement of any provision of this Agreement
shall not be construed as a waiver, and the non-breaching party may elect to enforce any such provision at any time in the event
of a past, repeated or continuing breach. The rights and remedies in this Agreement are the exclusive rights and remedies that
the parties may have upon a breach of this Agreement.




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2.3       Notices.
All notices or other communications required or permitted under this Agreement shall be in writing and will be deemed to have been
duly given when (a) delivered by hand, (b) sent by facsimile, provided that a copy is mailed by registered mail, return
receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight courier service (receipt
requested), in each case to the appropriate addresses and fax numbers set forth below (or to such other addresses and fax numbers
as a party may designate by notice to the other parties):


To the Seller:


 


	BFIT Brands, LLC
	Attn: Erik Rothchild
	6645 E. Gelding Dr.
	Scottsdale, AZ 85254


 


To the Purchaser:


 


	Rocky Mountain High Brands, Inc.
	Attn: David M. Seeberger
	9101 LBJ Freeway, Suite 200
	Dallas, TX 75243


 


  


Any Party may change
its address for receiving notice by giving written notice to the other Parties in the manner provided in this Section 2.3.


2.4       Governing
Law. This Agreement shall be governed by, and construed, enforced and interpreted in accordance with, the substantive laws
(without regard to its conflicts of law’s provisions) of the State of Texas, and sole and exclusive jurisdiction for any
dispute over this agreement shall be in the courts of Dallas County, Texas.


2.5       Successors
and Assigns. This Agreement, and the rights and obligations of the parties, shall inure to the benefit of and be binding on
the parties and their respective successors and assigns. Neither Seller nor the Shareholders may not assign any rights, benefits,
duties or obligations under this Agreement.


2.6       Entire
Agreement. This Agreement, the Purchase Agreement, and the documents referred to therein express the entire agreement and understanding
between the parties with respect to the subject matter hereof, and all promises, representations, understandings, arrangements
and prior agreements are merged herein and therein and superseded hereby and thereby.


2.7       Expenses.
Each party shall pay its own costs and expenses in connection with the transactions contemplated by this Agreement.


2.8       Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall for all purposes be deemed to be an original and all
of which, when taken together, shall constitute one and the same instrument.




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


 


SELLER: BFIT
Brands, LLC


 


 


By: /s/Tim McGeehan


Tim McGeehan, Majority
Shareholder


 


 


By: /s/Erik Rothchild


Erik Rothchild, Co-Founder
and Shareholder


 


 


By: __________________________________


____________________________,
Shareholder


(Printed name)


 


By: __________________________________


____________________________,
Shareholder


(Printed name)


 


By: __________________________________


____________________________,
Shareholder


(Printed name)


 


By: __________________________________


____________________________,
Shareholder


(Printed name)


 


 


PURCHASER: Rocky
Mountain High Brands, Inc.


 


 


 


By: /s/Michael Welch


Michael Welch, President
and Chief Executive Officer


 








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