MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


This Membership Interest
Purchase Agreement (this “Agreement”) is entered into on July 26, 2016 to be effective to the fullest extent
permissible under applicable law as of June 30, 2016 (the “Effective Date”), by and among (a) Rocky Mountain
High Brands, Inc., a Nevada corporation (“RMHB”), (b) Laura Poafbybitty (“Representative”),
on behalf of the Owners pursuant to the POA, (c) Rocky Mountain High Water Company, LLC, a Delaware limited liability company (“NewCo”),
and (d) Poafbybitty Family LLC, an Oklahoma limited liability company (“PFLLC”). RMHB, Representative, NewCo,
and PFLLC are referred to from time to time in this Agreement individually as a “Party,” and collectively as
the “Parties.” Certain capitalized terms used but not defined elsewhere in this Agreement have the meanings
set forth in Section 7(i) below.


 


Recitals


 


A.               
The Owners own (a) at least 51% of the interests in the Land and the Water and (b) 100% of the interests in PFLLC, in each
case free and clear of all Encumbrances. Each individual Owner’s percentage ownership interest in the Land and the Water
is equal to each such individual Owner’s percentage ownership interest in PFLLC. For the convenience of the Owners and for
ease of administration, the Owners desire to transfer and assign all of their rights under this Agreement, and the other Transaction
Documents, to PFLLC for the indirect benefit of the Owners. Representative has the power and authority to bind each Owner to the
terms and conditions of this Agreement and each of the other Transaction Documents to which Representative is a party.


 


B.                
The Owners desire to grant certain rights in respect of the Land and the Water to NewCo in exchange for the issuance by
NewCo of certain equity interests to PFLLC, all as more fully set forth in this Agreement and the LLC Agreement.


 


C.                
RMHB desires to make certain capital contributions to NewCo in exchange for the issuance by NewCo of certain equity interests
to RMHB, all as more fully set forth in this Agreement and the LLC Agreement.


 


Agreements


 


In consideration
of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


1.       Purchase
and Sale of Units.


 


(a)               
Issuance to PFLLC.


 


(i)                
NewCo hereby agrees to issue 10,000 Class A Units and 5,100 Class B Units to PFLLC, for the indirect benefit of the Owners,
pursuant to the terms and conditions of the LLCA.


 


(ii)              
As consideration for the equity issuances pursuant to Section 1(a)(i) above, Representative, acting on behalf of
the Owners, hereby irrevocable grants to NewCo an exclusive unfettered right, throughout the Grant Term, to (A) sell or otherwise
dispose of all of the Water, (B) make all other decisions and enjoy all other benefits relating to the Water; (C) develop the Land
on behalf of NewCo, and (D) make all other decisions and enjoy all other benefits relating to the Surface Activity.


 



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(b)              
Issuance to RMHB.


 


(i)                
NewCo hereby agrees to issue 4,900 Class B Units to RMHB, pursuant to the terms and conditions of the LLCA.


 


(ii)              
As consideration for the equity issuances pursuant to Section 1(b)(i) above, RMHB hereby agrees, contemporaneously
with the execution and delivery of this Agreement, to make a deemed contribution of $20,000 in cash and the Warrant to NewCo.


 


(iii)            
The cash and the Warrant referenced in Section 1(b)(ii) are distributable by NewCo to PFLLC pursuant to the terms
of the LLCA by virtue of PFLLC being the sole owner of all of the Class A Units. For the convenience of NewCo and PFLLC and for
ease of administration RMHB will remit such cash and issue the Warrant directly to PFLLC. The Parties agree for all purposes that
such cash and the Warrant will be deemed to have been (A) contributed by RMHB Sub to NewCo, and (B) then distributed by NewCo to
PFLLC.


 


2.       Water
Purchase Agreement. Contemporaneously with the execution and delivery of this Agreement, NewCo and RMHB will enter into the
Water Purchase Agreement.


 


3.       Future
Development of the Land.


 


(a)               
NewCo hereby grants RMHB an exclusive right to develop the Land during the Grant Term.


 


(b)              
RMHB hereby agrees to grow hemp on the Land for experimental or commercial purposes by no later than the third anniversary
of the Effective Date; provided, however, that this obligation will not apply if such activity (A) is not permitted under
applicable law, (B) requires permits or other consents which RMHB is unable to obtain after using commercially reasonable efforts,
or (C) RMHB and NewCo are unable to agree to the related commercial, legal, and other terms and conditions after using good faith
efforts.


 


(c)               
RMHB Sub will have the right but not the obligation to develop the Land during the Grant Term for commercial or other purposes
on commercial, legal, and other terms and conditions negotiated by RMHB and NewCo in good faith.


 


4.       Representations
and Warranties.


 


(a)               
Each Party hereby represents and warrants (solely as to itself, and not with respect to any other Party) to each other Party
as follows: (i) if such Party is an entity, such Party is duly organized, validly existing and in good standing under the laws
of the state of its incorporation or formation; (ii) such Party has full power and authority to enter into this Agreement and each
other Transaction Document to which such Party is a party, to carry out its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby; (iii) the execution and delivery by such Party of this Agreement and each other
Transaction Document to which such Party is a party, the performance by such Party of its obligations hereunder and thereunder
and the consummation by such Party of the transactions contemplated hereby and thereby have been duly authorized by all requisite
action on the part of such Party; (iv) this Agreement and each other Transaction Document to which such Party is a party has been
duly executed and delivered by such Party, and (assuming due authorization, execution and delivery by the other Parties) this Agreement
and each such other Transaction Document constitutes a legal, valid and binding obligation of such Party enforceable against such
Party in accordance with its terms; (v) the execution, delivery and performance by such Party of this Agreement and each other
Transaction Document to which such Party is a party, and the consummation of the transactions contemplated hereby and thereby,
do not and will not: (A) if such Party is an entity, conflict with or result in a violation or breach of, or default under, any
provision of the certificate of incorporation or organization, by-laws or limited liability company agreement, or any other organizational
documents of such Party; or (B) require the consent, notice or other action by any Person (other than any Governmental Authority).


 



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(b)              
Representative, on behalf of the Owners, hereby represents and warrants to RMHB and NewCo that each statement set forth
in Recital A to this Agreement is true and correct.


 


5.       Excess
Water Use. The Owners 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 RMHB under the Water Purchase Agreement; or (b) will not, in the reasonable judgment of RMHB, adversely impact
the quality of the Water.


 


6.       Assignment
to RMHB Sub. Each Party hereby agrees that RMHB may, at any time following the Effective Date, assign all of its rights and
obligations under this Agreement and each of the other Transaction Documents to which it is a party, other than the Warrant, to
a wholly-owned subsidiary of RMHB. RMHB hereby agrees that it will, promptly following any such assignment of rights and obligations,
provide written notice of same to the other Parties to this Agreement and the other applicable Transaction Documents.


 


7.       Miscellaneous.


 


(a)               
Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Party hereby
agrees, at the request of any other Party hereto, to execute and deliver such additional documents, instruments, conveyances and
assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions
contemplated hereby. Without limiting the generality of the foregoing, 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 and in the meantime, the provisions of Section 7(b) will apply.


 





(b)              
Severability.  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 any such determination that any term
or other provision is invalid, illegal or unenforceable, the Parties 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.


 



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(c)               
Entire Agreement. This Agreement, together with the other Transaction Documents, constitutes the sole and entire
agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.


 


(d)              
Amendment.  No provision of this Agreement may be amended or modified except by an instrument in writing executed
by each Party.


 


(e)               
Applicable Law, Jurisdiction and Venue. To the fullest extent permitted by law, all 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 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 court with respect to any
such proceeding.


 


(f)               
Equitable Remedies.  Each Party hereto acknowledges that a breach or threatened breach by such Party of any of its
obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not
be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
each of the other Parties hereto will, in addition to any and all other rights and remedies that may be available to them in respect
of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and
any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).





(g)              
Remedies Cumulative.  The rights and remedies under this Agreement are cumulative and are in addition to and not
in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided
to the contrary in this Agreement.


 


(h)              
Counterparts.  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.


 


(i)                
Defined Terms.  For purposes of this Agreement, the following terms have the following meanings:


 



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“Class
A Units” has the meaning set forth in the LLCA.


 


“Class
B Units” has the meaning set forth in the LLCA.


 


“Encumbrance”
means any encumbrance, charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other),
option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind.


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority
or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the
force of law), or any arbitrator, court or tribunal of competent jurisdiction.


“Grant
Term” means the term beginning on the Effective Date and ending on the date on which the Water Purchase Agreement is
terminated.


“Land”
means the approximately 160 acre tract of contiguous surface property owned by NewCo in Comanche County, Oklahoma, identified as
“The Southwest Quarter (SW1/4) of Section 13 (13), Township 4 North (T4N) Range Twelve West (R12W), Comanche County, Oklahoma
(BIA Tract 795).”


“LLC
Agreement” means the Operating and Management Agreement of NewCo entered by and among NewCo, PFLLC, and RMHB effective
as of the Effective Date, a copy of which is attached hereto as Exhibit A.


“Owners”
means the Persons with an ownership interest in at least 51% of the Land and the Water.


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


“POA”
means the Statutory Power of Attorney filed under DOC I-2013-006002 County of Comanche, State of Oklahoma on April 16, 2013.


“Surface
Activity” means (a) growing hemp on the Land for experimental or commercial purposes, and (b) any development of the
Land for commercial or other purposes.


“Transaction
Documents” means this Agreement, the LLC Agreement, the Water Purchase Agreement, and the Warrant.


“Warrant”
means a warrant to purchase 500,000 shares of RMHB common stock at a price per share equal to $0.03, issued by RMHB to PFLLC as
of the Effective Date, a copy of which is attached hereto as Exhibit B.


“Water”
means 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.


“Water
Purchase Agreement” means the Water Purchase Agreement entered into by and between NewCo and RMHB effective as of the
Effective Date, a copy of which is attached hereto as Exhibit C.


 


[Signature Page Follows]




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


 


ROCKY MOUNTAIN HIGH BRANDS,
INC.


 


 


By: /s/ Michael R.
Welch


Name: Michael
R. Welch


Title: Chief
Executive Officer


 


 


REPRESENTATIVE


 


 


/s/ Laura Paofbybitty


Laura Paofbybitty,
on behalf of the Owners


pursuant to the
POA


 


 


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


 


 


POAFBYBITTY FAMILY LLC


 


 


By: /s/ Laura Paofbybitty


Name: Laura
Paofbybitty





 







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Exhibit A


LLC Agreement


  





[Attached]


 




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Exhibit B


Warrant





 


[Attached]


 




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Exhibit C


Water Purchase Agreement





 


[Attached]


 








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