WATER
PURCHASE AGREEMENT


This Water Purchase
Contract (“Contract”) for the sale and purchase of water was entered into on this 26th day of July, 2016,
to be effective to the fullest extent permissible under applicable law as of June 30, 2016 (the “Effective Date”),
by and among Rocky Mountain High Brands, Inc., a Nevada corporation (hereinafter referred to as “Buyer”), and Rocky
Mountain High Water Company, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”). Buyer
and Seller are referred to from time to time in this Agreement individually as a “Party,” and collectively as the “Parties.”


WITNESSETH:


WHEREAS,
Seller has the right to sell water from an existing artesian water well on land held by the United States government in trust known
as: the Southwest Quarter (SW1/4) of Section 13 (13), Township 4 North (T4N) Range Twelve West (R12W), Comanche County, Oklahoma
(BIA Tract 795) (the “Land”); and


WHEREAS,
the Parties intend this Agreement only to cover the terms of the water purchase transaction described herein and to not encumber
the Land by this Agreement; and


WHEREAS,
the Buyer desires to purchase water from Seller for the purpose of obtaining raw water to treat and sell as potable bottled water
or otherwise, and


NOW THEREFORE,
in consideration of the mutual promises, covenants and agreements hereinafter contained, Seller and Buyer agree as follows:


1.       WATER
PURCHASE.


A.       Buyer
shall purchase from the Seller and pay the Seller the purchase price for all Water delivered by Seller to the agreed upon Delivery
Point(s).


B.       As
used in this Agreement, “Water” all water located on, in, or under the Land including, without limitation, all water
associated with the approximately 2.5 acre artesian spring located on the Land. Seller represents that the Water was tested on
March 18, 2016 and was fit for bottled water on that date; but the Water should always be filtered or otherwise appropriately treated
before human consumption.


2.       EXCLUSIVE
RIGHT TO PURCHASE.


A.       Seller
hereby grants to Buyer the exclusive right to purchase Water during the term of this Agreement. Furthermore, Seller may not limit
the quantity of Water which Buyer may purchase under this Agreement, Buyer shall have the right to take as much water as Seller
is entitled to extract due to Seller’s interest in the Land. Buyer shall further have the exclusive right to market Water
from the Land.


B.       Seller
further agrees to refrain from use of the Land and from use of excess water (defined as water which is not taken by Buyer for
its use) for any purpose that could, in the reasonable judgment of Buyer, adversely impact the quality of the Water or otherwise
interfere with Buyer’s ability to take and use Water.



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C.       Buyer
and Seller acknowledge that, pursuant to the Membership Interest Purchase Agreement, executed and delivered as of the date hereof,
the owners of the Land will have the right to use excess Water for personal use to the extent that doing so (a) does not interfere
with the rights of Buyer under the Water Purchase Agreement; or (b) will not, in the reasonable judgment of Buyer, adversely impact
the quality of the Water.


3.       PRICE
AND PAYMENT.


A.       Buyer
shall pay to Seller as follows: (1) a one-time deposit of $2,500 (to be applied to the first water purchase under this Agreement);
(2) $0.01 per gallon of water removed from the Land; and (3) with respect to all water sold by Buyer, an amount equal to 3.0% of
the gross purchase price received by Buyer for the water.


 


B.       The
amounts payable to Seller for Water taken by Buyer will be remitted by Buyer to Seller within 30 days of the receipt of the applicable
gallons of water by Buyer. Amounts payable to Buyer with respect to Water re-sold by Seller shall be paid by Seller within 30 days
of the receipt of the applicable sale proceeds by Seller.


 


C.       Notwithstanding
the foregoing, if the total amount payable by Buyer for any 12 month period of the term, other than the initial 12 month period
of the term, is less than $30,000 (the “Minimum Annual Amount”) then Buyer will pay an additional amount to Seller
equal to the amount of the shortfall. The Minimum Annual Amount will be adjusted annually following the first three years of the
term, based on upon the percentage increase or decrease to the Consumer Price Index as determined by the United States Government.


 


4.        DELIVERY
POINT(S).


 


A.       Buyer
shall have a limited right of entry to the Land for the purpose of obtaining Water pursuant to this Agreement. In the event that
this limited right of entry is withdrawn or otherwise held invalid, Seller shall have the obligation to deliver Water to Buyer
in quantities requested by Buyer at a location designated by Buyer outside of trust land at Buyer’s expense.


 


B.       Buyer
agrees to pay for all costs incurred by it, as well as reasonable expense incurred by Seller, in the preparation, maintenance and
operation of any such Delivery Point(s) including but not limited to the installation of necessary meters, meter pits, vaults,
boxes, pipes, valves, backflow protection, pump stations, or other needed improvements, and other costs related to the furnishing,
maintaining and operation of such Delivery Point(s), including any governmental charges, permit fees, and costs incurred in connection
therewith.


 


5.       TERM
OF CONTRACT; TERMINATION.


 


A.       This
Agreement will have an initial term of 20 years from the date of execution, and at the end of the initial term Buyer will have
the right in its sole discretion to extend the term on the same terms and conditions for one additional period of 10 years.


 


B.       Seller
shall have the right in its discretion to terminate this Agreement prior to the expiration of the term only if Buyer does not pay
the Minimum Annual Amount to Seller in respect of any 12 month period of the term, other than the initial 12 month period of the
term.


 



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C.       Buyer
shall have the right in its discretion to terminate this Agreement at any time without further obligation to Seller by providing
at least 30 days prior written notice to Seller.


 


D.       In
the event that this Agreement or any part thereof is determined to be void because it lacks any approvals by any federal or state
governmental entity, then the parties agree to cooperate to obtain such approvals at Buyer’s expense. In the event that approvals
are not forthcoming within a commercially reasonable amount of time, then Buyer may terminate this Agreement without further obligation
to Seller.


 


6.       TITLE
TO WATER; INDEMNIFICATION.


 


Title to all water
supplied to Buyer shall be in Seller up to the Delivery Point(s), at which point title shall pass to Buyer. Buyer and Seller agree
to save and hold each other harmless, to the extent authorized by law, from all claims, demands, and causes of action which may
be asserted by anyone on account of the transportation and delivery of said water while title remains in such Party. Both Buyer
and Seller agree to be responsible for their own respective negligent acts.


7.       ASSIGNMENT.


A.       Any
successor to either party, whether as a result of legal process, assignment or otherwise, shall succeed to the rights of the respective
parties hereto.


B.       Subject
to Section 7.C. below, this Agreement shall not be assignable absent the written consent of both Parties.


 


C.       Each
Party hereby agrees that Buyer may, at any time following the Effective Date, assign all of its rights and obligations under this
Agreement to a wholly-owned subsidiary of Buyer. Buyer hereby agrees that it will, promptly following any such assignment of rights
and obligations, provide written notice of same to Seller.


 


8.       DEFAULT,
NOTICE, CURE.


Except as otherwise stated
in this Agreement, any party claiming a default of any provision of this Agreement shall provide written notice to the defaulting
party, providing sufficient information to fully advise the defaulting party of the nature and circumstances of the claimed default.
The defaulting party shall then have 30 days from said written notice to cure the claimed default.


 


9.       JURISDICTION,
FORUM AND VENUE.


To the fullest extent permitted
by law, all claims and questions concerning the construction, validity, and interpretation of this Agreement and the performance
of the obligations imposed by this Agreement shall be governed by the internal law, not the conflicts, of the State of Oklahoma
and its application is expressly agreed to by the Parties pursuant to 25 CFR 162.014(c)(2). Further, any suit involving any dispute
or matter arising under this Agreement may only be brought in any Oklahoma State Court having jurisdiction over the subject matter
of the dispute or matter. All Parties hereby specifically waive any and all sovereign immunity or tribal exhaustion of remedies
regarding the subject matter and enforceability of this Agreement against the respective parties hereto and others, including without
limitation, lenders, vendors, managers, members, contractors, attorneys, agents, and representatives; and expressly consent to
the exercise of personal jurisdiction by any such Oklahoma court with respect to any such proceeding.


 



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10.       ATTORNEYS’
FEES, COSTS AND EXPENSES.


 


In the event of any and
all disputes, claims or causes of action arising out of this Agreement, including but not limited to litigation involving the interpretation,
application, performance, enforcement or remedy for breach of this Agreement, the prevailing party shall be awarded its reasonable
attorneys’ fees, costs and other expenses reasonably incurred in connection therewith, including without limitation expert
witness and other witness fees, travel expenses, hotel, lodging and the like.


 


10.       POTENTIAL
TRIBAL TAX


 


In the event that the Comanche
Nation of Oklahoma or any Indian tribe with taxing powers over the Land imposes an extraction tax or other governmental fee on
the extraction of water from the Land, then the parties agree to alter the payment terms of this Agreement to account for the tax.
In the event the Parties fail to reach an agreement, then Buyer may terminate this Agreement as a result of the tribal tax or fee.


 


11.       OTHER
PROVISIONS.


 


A.       If
any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision
is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible. In addition, in the event that any provision
of this Agreement (or any portion thereof) is determined by a court of competent jurisdiction to be unenforceable as drafted by
virtue of the scope, extent or character of any obligation contained herein, the parties acknowledge that it is their intention
that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to
the maximum extent enforceable under applicable law.


 


B.       This
Agreement sets forth the entire understanding between the parties. There are no terms, conditions, representations, warranties
or covenants other than those contained herein.


 


C.       This
Agreement may only be amended in a writing executed by both Parties.


 


D.       No
persons or entities are third party beneficiaries of this Agreement.


 


E.       This
Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 



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12.       NOTICES.


All notices, requests,
consents, claims, demands, waivers and other communications hereunder will be in writing and will be deemed to have been given
and received: (A) when delivered by hand (with written confirmation of receipt); (B) when received by the addressee if sent by
a nationally recognized overnight courier (return receipt requested); or (C) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
following addresses (or at such other address for a party as is specified in a notice given in accordance with this Section 12):


 


	
        If Buyer to:

         
	
        If to Seller to:

         

	
        Rocky Mountain High Brands, Inc. 9101 LBJ Freeway, Suite
        200,

        Dallas, TX  75243

        Attn: Michael R. Welch

         

         
	
        Rocky Mountain High Water Company, LLC

        9101 LBJ Freeway, Suite 200,

        Dallas, TX  75243

        Attn: Michael R. Welch

         

        and

         

        909 SE 5th Street

        Anadarko, PK 73005

        Attn: Robert Smith

         



 





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IN WITNESS WHEREOF, the
undersigned have executed and delivered this Agreement as of the Effective Date.


 


 


Buyer:


 


ROCKY MOUNTAIN HIGH BRANDS,
INC.


 


 


By: /s/ Michael R.
Welch


Name:       Michael
R. Welch


Title:       Chief
Executive Officer


 


 


Seller:


 


ROCKY MOUNTAIN
HIGH WATER COMPANY, LLC


 


By:       Rocky
Mountain High Brands, Inc.


Its:       Sole
Manager


 


 


By: /s/ Michael R. Welch


Name:       Michael
R. Welch


Title:       Chief
Executive Officer






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