DISTRIBUTORSHIP
AGREEMENT


 


 BY
AND BETWEEN


 





TOTALLY
HEMP CRAZY, INC.


("COMPANY").


 


AND


 


M
& S Up North Distributing ("DISTRIBUTOR")


 





 


WISCONSIN





LIST
OF SCHEDULES


SCHEDULE
A TERRITORY


SCHEDULE
B PRODUCTS, PRICE, AND TERM








 




    	 		 



    	 



    

 


DISTRIBUTORSHIP
AGREEMENT


 


THIS
DISTRIBUTORSHIP AGREEMENT (hereinafter
referred to as
the "Agreement") is
made and entered into by and between
ROCKY MOUNTAIN HIGH BRANDS, INC. a Nevada
corporation, located at 9101 LBJ Freeway, Suite 200, Dallas, TX 75243 (the "Company"), and M & S Up North Distributing,
a Minnesota corporation, located at 120 2nd Ave SW Suite 5 Roseau, MN 56751 (the “Distributor").


 





WITNESSETH:


 


WHEREAS,
the Company is in the business of producing, canning, bottling, marketing and selling Hemp-Infused products (primarily beverages);
and


 


WHEREAS,
the Company holds certain property rights, including, but not limited to, rights
to trade names, trademarks, service marks, logos, formulas, patents and copyrights (hereafter referred to collectively as
the "Trademarks"); and


 


WHEREAS,
the Company and Distributor desire to enter into a distributorship agreement for the marketing, selling and distributing of certain
Company products packaged in various containers under the Trademarks within the Territory hereinafter described; and


 


NOW
THEREFORE, for and in consideration of the mutual agreements, covenants and obligations
contained herein, and
the performance thereof,
the parties, intending to
be legally bound, agree
as follows:


 


I.


RIGHT
TO SELL WITHIN THE TERRITORY


 


1.1              
Grant of Right to Distributor. The Company grants to Distributor the right, subject to Section
1.3 hereof, in the Territory described in and attached hereto as Schedule "A"
(the "Territory"), to sell those products in the containers listed and described in Schedule "B" hereto
(the "Products"). Distributor may sell accounts within the Territory to the extent permitted in Section 1.4 hereof.


 


1.2              
Acceptance of Right to Distribute. Distributor hereby accepts the right to sell the Products within the Territory
and agrees to exercise such rights in accordance with the terms of this Agreement. Distributor further agrees that it will use
its best efforts to solicit, promote, increase or cause to be increased the sales of the Products in the Territory. Distributor
shall maintain sufficient personnel, delivery and distribution facilities, and equipment and vehicles to ensure that it has the
capacity and capability to deliver the Products in sufficient quantities to fully satisfy the demand for the Products in the
Territory.


 


1.3             
Sales within the Territory and the Parties’ Reserved Rights. The Company reserves the right
to sell the Products, or to grant the right to other Distributors to sell the Products, inside or outside of the Territory. The
Company may sell within the Territory via the Internet and the Company may sell within the Territory, any item not listed on Schedule
“B".


 


 




    	 	2	 



    	 



    

 


1.4              
Restriction on Distributor’s Sales Outside of the Territory. Nothing herein shall be deemed to grant
Distributor the right, or otherwise permit Distributor, to sell the Products outside of the Territory. Distributor shall not sell
any Products outside the Territory, nor shall Distributor sell any Products in the Territory to a wholesaler, retailer or otherwise
which are ultimately shipped outside the Territory. Distributor may sell to wholesalers within the Territory, but only
if such wholesaler
resells the Products
for Direct Delivery
within the Territory.
Distributor may sell Products
outside the Territory upon the reasonable written request to the Company, and upon such commercially reasonable terms as the parties
may agree.


 


1.5              
Right of First Refusal. The Company grants to Distributor a qualified right of first refusal, within the
Territory only, to be the distributor of any new beverage Products introduced into
the market by the Company. Distributor must exercise this right within 60 days of official Company Product launch into the marketplace
by sending a written acceptance to the Company. This acceptance must be accompanied with a written plan showing the Company how
the Distributor has or will gain
the capability to
distribute, market and
promote the new
Products, and that
Distributor has all licenses and other required documentation necessary to
distribute the new Products in the Territory. The Company has sole discretion as to whether or not Distributor is qualified to
distribute the new Products.


 


1.6              
Exclusivity of Products. Distributor agrees that in order for this Agreement to
become and remain effective, Distributor will not market, promote, sell or otherwise distribute in any manner whatsoever,
any hemp infused beverages or other products related thereto, other than those of the Company. A breach of this section by Distributor
may result in immediate termination of this Agreement at Company's option.


 


1.7               
Volume Objective. Distributor must purchase Product quantities as set forth in Schedule
B.


 


II.


TRADEMARKS


2.1
Ownership of Trademarks and Use Thereof by Distributor. Distributor
acknowledges the Company's exclusive right, title and interest in and to the Trademarks. Distributor is only authorized to use
point of sale (POS) items, banners, artwork, wearable’s and any other materials of any nature whatsoever containing, displaying
or utilizing any of the Company's Trademarks, images or graphic artwork which are delivered by the Company to Distributor, at
Distributor's cost, which may be derived in part from the Cooperative Merchandising Fund set forth
in


3.3
herein. Distributor shall
not create, develop,
market or sell
any of these
items on their
own without written permission from the
Company.


 


2.2                
Defense of Licensed Rights and Trademarks. Distributor agrees to timely
notify the Company of
any claim or
action, or threatened
claim or action,
for infringement or
alleged infringement of any Trademarks, patents or trade secrets made against
it or the Company due to its exercise of any rights granted under this Agreement or activities of the Company undertaken in support
of Distributor in the Territory. Distributor agrees to cooperate fully with the Company in
any Trademark or patent infringement action by or against the Company.





 




    	 	3	 



    	 



    

 


2.3                
Cessation of Use of Trademarks. Upon termination of this Agreement, Distributor shall immediately cease all
use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or which
is likely to be confused with the Trademarks.


 


2.4                
Compliance with Laws. Distributor shall comply with all applicable laws, regulations and
ordinances pertaining to
trademarks, at all
times when using
the Trademarks.


 


III.


ADVERTISING


 


3.1               
Substance of Advertising. In its advertising, Distributor shall represent that it has the Products available
for sale along with the other items and services that it offers, provided that it does not represent that it is the agent or representative
of the Company. Distributor may display the Trademarks on its trucks or other equipment, the clothing worn by its employees, agents
or representatives, and on any of its other property, but only consistent with 2.1 above. Any requests for
variations of colors and
graphics used by
Distributor depicting the
Trademarks or other
intellectual property of the Company must be consistent with the styles and formats specified by the Company and must be
approved by the Company in writing prior to use by
Distributor.


 


3.2               
Advertising Requirements I Restrictions. Distributor must have written Company approval all of its advertising,
sales, marketing and promotional material in which any of the Products are mentioned.
Distributors utilizing any of the Company Trademarks, must use the appropriate trademark notices, copyright notices and trademark
designations. Distributor shall maintain a prominent "Website" advertisement and listing of the Products offered by
it. The content of this website shall be subject to review and approval by the Company.


 


3.3                    
Cooperative Merchandising Fund. Company will place $.50 I case for each case ordered by the Distributor
into a Cooperative Merchandising Fund. This total $.50 I case Cooperative
Merchandising Fund may be
used by the
Distributor for "mutually
agreed upon" promotional activities such as POS Materials, truck graphics, price
promotions, etc.


 


3.4               
Approval. Distributor agrees that all advertising and sales and promotional materials (hereinafter
collectively referred to as
"Advertising") in which
any of the
Products are mentioned
and/or any of the Trademarks are used shall be subject to the prior written approval of the Company, said approval not
to be unreasonably withheld.


 


3.5                  
Sales and Service Telephone Numbers. Distributor shall use and publicize to its customers the Distributor
owned telephone number anywhere Distributor’s customer sales and service telephone numbers are
listed.


 


3.6                
Websites. Distributor shall utilize the Company's proprietary Internet site, and may link to "TOTALLYHEMPCRAZY.COM"
as a source for new customers and related matters.


 





 




    	 	4	 



    	 



    

 


IV.


DISTRIBUTION
OF THE PRODUCTS


 


4.1               
Solicitation of Accounts. Distributor will proactively solicit accounts and promote the Products
throughout the Territory for
sales of the
Products and will
maintain regular routes to
service same.


 


4.2                 
Servicing. Distributor shall service all of its accounts with such frequency as is reasonably
necessary to keep
them fully supplied
with, and satisfy fully
the demand for,
the Products in the Territory and shall maintain an adequate supply of the
Products to promptly meet and satisfy fully the demands for the Products within the Territory, including, but not limited to,
peak seasonal demands.


 





V.


QUALITY
CONTROL


 


5.1               
Cleanliness Standards. Distributor shall comply with all ordinances, laws and regulations pertaining to the
sale, storage, transportation and distribution of the Products and the operation of its facilities. Distributor shall at all times
maintain all of its facilities and equipment used in
the sale, storage,
transportation and distribution of
the Products in
a clean, wholesome
and sanitary condition. Company personnel may inspect
storage and other facilities of Distributor (owned or leased) at any time
during normal working hours upon reasonable notice.


 


5.2              
Rotation. Distributor recognizes the shelf life of the Products, and acknowledges that rotation ensures maximum
quality. Distributor agrees to take all reasonable steps necessary to see that all
such Products sold by
it are properly rotated
in conformity with
the date stamped
on the labels of the containers.
Distributor agrees that it will not store the Products outside, unprotected from temperature fluctuations and the
elements.


 


5.3               
Quality of the Products. The Company agrees
that it will use its commercially reasonable, good
faith efforts to
maintain the high
quality of all
of Products delivered to
Distributor.





 


VI.


PRICING
AND DELIVERY OF THE PRODUCTS


 


6.1               
Supply of Products; Pricing. The Company will supply Distributor with the Products at the prices and on the
payment terms listed on Schedule “B” or as otherwise may be mutually agreed between the Company and
Distributor in writing. The Company requires a 100% Payment made for the Products prior to shipment. The Company may increase
such prices upon sixty (60) days written notice to Distributor. The Company will use its commercially reasonable, good faith efforts
to supply the Products in the quantities requested by Distributor and as promptly as commercially and reasonably practicable after
an order is received from Distributor.





 


 




    	 	5	 



    	 



    

 


6.2               
Ordering Procedures. Distributor shall submit to the Company firm purchase orders in accordance with Schedule
"B" in advance of the delivery dates specified. A purchase order may be
submitted and accepted
in writing, by fax
or by e-mail.
All purchase orders
shall specify the
quantity and type of Product, the requested delivery date, the delivery point(s), and any other special instructions with
regard to shipping, packaging or delivery. All purchase orders received by the Company shall constitute Distributor's binding
commitment to purchase the quantity and type of Product set forth therein at the purchase price then in effect on the date the
Company receives the purchase order.


 


6.3              
Delivery. Distributor shall pick up Products at the Company's warehouse. Title to the Products and risk of
loss shall pass to Distributor upon pick-up at the Company's warehouse by Distributor, independent carrier or another third
party.


 


6.4               
Inspection of Products. Distributor will only be required to pay for the Products which are provided to Distributor
free of defects at the time of pick up at Company's warehouse. Auditors of Distributor shall promptly and immediately inspect
all containers for damage and shall not accept any containers that do not pass that inspection. The Company will either not charge
Distributor for, or shall provide a credit to Distributor for, any damaged containers Distributor receives from the Company and
which Distributor discovers to be damaged during its prompt inspection of such containers upon
their receipt by Distributor.
The Company shall
not be responsible
for, and Distributor shall indemnify,
defend and hold the Company wholly harmless from, any damages, loss, claim, liability or
expense of any customer of Distributor
caused, in whole or in part, by a damaged
container. The Products will be deemed received free of defects unless (I) any patent defects in the Products are noted on the
delivery receipt at the time of delivery to Distributor and immediate written notice thereof is provided to the Company, or (ii)
the Company is notified in writing or in any manner acceptable to the Company within thirty (30) days after delivery of any of
the Products containing latent defects. The Company will not be responsible for damages occurring during shipment to the Distributor
at Distributor's warehouse or during delivery by Distributor, at its customers' premises, during return from the Customer to Distributor,
or during the return from Distributor to the Company.


 


6.5            
Price Levels. The Company may from time to time suggest to Distributor the prices at which Products
might be sold by Distributor to its customers. Such suggested retails are advisory only and non-binding on Distributor, and both
the Company and Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion to establish and
maintain the prices at which it sells the Products to its customers. Distributor acknowledges
its obligations to maximize its sales and selling efforts in the Territory as provided in Section 1.2 of this Agreement and further
acknowledges that by setting its prices so as to be no longer competitive in the Territory, Distributor may
thereby breach the
terms of this
Agreement.


 


6.6              
Force Majeure. The failure by either Party to perform its obligations hereunder shall
be completely excused, without liability to either Party, to the extent that such failure to perform results directly or
indirectly from "acts of God" (including flood, fire or natural casualties); strikes, slowdowns or other labor disputes
or shortages; civil unrest or sabotage; shortages of materials, transportation or supplies;
direct or indirect
acts, orders or
regulations of any
governmental body; or
any other causes beyond the reasonable
control of the Party.


 


 


6.7              
Reporting. At reasonable
intervals (an in any
event, not less
frequently than quarterly), Distributor
will provide to the Company information regarding Products sold, promotional activities or
other information reasonably
requested by the Company.





 


VII.


TAXES
AND EXPENSES


 


7.1
Expenses, Charges, Fees and Taxes. Distributor will pay and discharge at its own expense any and all expenses,
charges, fees and taxes arising out of or incidental to the carrying on of its business,
including, without limiting the generality of the foregoing, all worker's compensation,
unemployment insurance
and social security
taxes, sales, use,
income, business and
franchise taxes levied or assessed with respect to its business and/or employees,
and Distributor will indemnify, defend and
save harmless the
Company against any
and all claims
for such expenses,
charges, fees and taxes.


 


VIII.


INSURANCE,
WARRANTIES AND INDEMNIFICATION


 


8.1              
Duty to Defend, Indemnify and Hold Harmless. Distributor agrees
to indemnify, defend and hold
harmless the Company,
its officers, employees,
agents and representatives
from and against any and all claims, causes of action, damages, claims for
damages, liability, loss, cost or expense, including reasonable attorneys' fees and expenses of litigation, arising out of or
in any way related to performance of this Agreement by Distributor, except claims
arising from the sole gross negligence of the
Company.


 


Without
limiting the foregoing, Distributor agrees to indemnify, defend and hold harmless
the Company, its officers,
agents, employees and
representatives from any
and all such
claims, including but not limited to claims for property damage, bodily injury, loss of consortium, emotional distress
or death, whether sustained or alleged to have been sustained by Distributor's employees, the Company's employees or any other
person or entity, and including but not limited to claims, injuries or damages caused
or alleged to be caused in whole or in part by the negligence, gross negligence or willful act or omission of Distributor or anyone
for whose acts Distributor may be liable or legally responsible. Distributor
also agrees to
indemnify, defend and hold
harmless the Company, its officers, employees, agents and representatives
from any and all such claims, whether or not they arise from or are alleged to
be caused in
part by the negligence or
gross negligence of the Company,
its agents, officers, employees, or representatives. However, Distributor shall not
be obligated to indemnify the Company against any claim
arising from the
sole gross negligence of the Company.


 


The
foregoing indemnity, defense
and hold harmless
obligations shall apply
to all such
claims, losses or liabilities, whether such claims arise from Products acquired by Distributor from the Company
prior to the
execution of this
Agreement or subsequent
thereto.





 


8.2              
Insurance Coverage. Distributor
further agrees to procure
and maintain, at
its sole cost and expense from
an insurance carrier reasonably acceptable to the Company, Comprehensive General Liability Insurance and Automobile Liability
Insurance, all in conformance with the requirements of
this Agreement.


 


The
Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates
of insurance evidencing the existence and maintenance
of each of
these policies and
the fact that
the Company is afforded insurance
coverage as an additional
insured under each
of the policies specified above.


 


Distributor's
failure to provide said certificates of insurance, and the Company's failure to insist that such certificates be furnished to
it, shall not relieve Distributor of its obligation to procure insurance as required herein.


 


The
insurance required by
this Section shall
specifically include and
provide contractual liability
insurance covering Distributor's obligations under the indemnity provisions of this Agreement as set forth in Section 8.1
above. Said insurance shall provide primary coverage to the Company, and any other insurance which may be available to the Company
for any claim, loss or liability encompassed by this
Agreement shall be
excess over the insurance required by
this Section.


 


Distributor's
Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits of liability not
less than $1,000,000.00.


 


All
insurance policies shall contain a provision that the coverages afforded thereunder
shall not be canceled or not renewed, nor restrictive modifications added, until at least
thirty (30) days after prior written notice has been given the Company.


 


In
the event Distributor fails to obtain or maintain any insurance coverage required under this Agreement,
the Company may
at its option
purchase such coverage and
charge the expense
thereof to Distributor or
terminate this Agreement.


 


8.3              
Limitations of Distributor’s Remedies Distributor’s
sole and exclusive remedy against the Company for defective Products or deficient services,
as the case may be, shall be, at the option of the Company, the replacement thereof or a credit to Distributor's account for the
cost thereof. Distributor's remedy for any breach by the Company of this Agreement or arising under or in connection with this
Agreement or for any action taken or not taken by the Company in connection herewith or conduct relating thereto, under contract,
tort or any other legal theory, shall not include, under any circumstance, any special,
indirect, exemplary, punitive, incidental or consequential damages nor lost profits, lost revenues or lost opportunity 
costs


 


 




    	 	6	 



    	 



    

 IX.


DEFAULT


 


9.1               
Events of Default. Distributor shall be deemed to be in default of the terms of this Agreement if any one
of the following events ("Events of Default") occur:


		a)	Distributor
                                         attempts to dispose, assign or sub-license the rights, privileges and obligations created
                                         by this Agreement;



(b)               
Distributor violates any of the terms and conditions of this Agreement;


		(c)	Majority
                                         ownership of Distributor changes;



(d)               
Distributor shall file a voluntary petition in bankruptcy or take the benefit of any insolvency
act or be
dissolved or adjudicated bankrupt
or if a
receiver shall be
appointed for Distributor's business or its assets and the appointment of such receiver is not vacated within thirty (30)
days after such appointment, or if Distributor shall make an assignment for the benefit
of its creditors, or if the interest of Distributor passes by operation of law to any person or entity other than
Distributor;


(e)               
Distributor becomes insolvent, regardless of how said insolvency may be evidenced;


		(f)	Distributor
                                         fails to pay the Company for the Products on a timely
                                         basis;




 


		(h)	Distributor
                                         fails to achieve Volume Objectives.



 


9.2               
Remedies. Upon the occurrence of an Event of Default, the Company may give
written notice to Distributor demanding that the condition of default be cured within ten (10) calendar days and, if
not so cured, the Company, in addition to any other rights or remedies it may have, may do any one or more of
the following:


 


(a)   
Commence a collection action to recover all sums of money due, reserving the right to recover for such other sums of money which
may become due under this Agreement or otherwise;


		(b)	Commence
                                         an action to specifically enforce its rights under this Agreement;
                                         or
	 	(C)	Immediately
                                         terminate this Agreement.







 


9.3               
Remedies Cumulative. All rights and remedies granted under this Agreement shall be cumulative, and resort
by the Company to any one remedy provided for hereunder shall not exclude or prevent
the Company from pursuing
any other rights
and remedies provided
under this Agreement or by
law.


 


 


9.4               
Attorneys' Fees. If the Company or Distributor brings an action to enforce or assert any right granted pursuant
to this Agreement and is successful in such action, the unsuccessful party shall pay all reasonable costs and expenses, including
reasonable attorneys' fees, incurred by the successful party in exercising its rights and remedies
hereunder.


 


X.


TERM


 


10.1           
Term. This Agreement shall commence on the date of its execution and shall continue in full force and effect
for a period of one (1) year thereafter, (the "Primary Term"), unless sooner
canceled or terminated as provided in this Agreement. At the end of the Primary Term, and at the end of each year thereafter (each
such year being a "Renewal Term"), this Agreement shall be automatically renewed for a successive one-year period provided
the Distributor has complied with all terms and conditions of this Agreement. Notwithstanding anything contained herein to the
contrary, either party may terminate this Agreement at any time by written notice to the other party provided a minimum of sixty
(60) days’ notice, or earlier if specifically stated herein.


 


10.2           
Termination. In the event that this Agreement is terminated as provided for herein or is not renewed in accordance
with Section 10.1, neither the Company nor Distributor shall have any claim or
right against the other
as a result
thereof, and neither
shall have any
further responsibility for the
performance of any
term, provision, or
condition of the
Agreement except as
contained in the last sentence of Section 1.2, and Sections 2.1, 2.3, 2.4,
2.5, 7.1, 8.1, 8.2, 8.3, 9.2, 9.3, 9.4, 10.2, 12.1, 12.2, 12.5, 12.6, 12.7, 12.8, 12.9 and 12.10, or except as resulting from
action or inaction during the term of this Agreement or relating to the payment of
outstanding monies owned to the Company or Distributor, as the case may be.


 






    	 	7	 



    	 



    

 


XI.


ASSIGNMENT


 


11.1
Assignment. This Agreement is personal as to the Company and Distributor. The rights, duties and obligations
pursuant to this Agreement cannot be transferred, assigned, pledged, made subject to a security interest, or otherwise disposed
of by either the Company or Distributor in whole or in part.


 


XII.


MISCELLANEOUS


 


12.1          
Purchase Orders I Invoices. Company requires a 100% Payment made for the Products
prior to shipment.


 


12.2          
Notice. All notices,
consents, waivers, and other
communications under this
Agreement must be in
writing and will
be deemed to have been duly given
(a) when delivered by hand (with written confirmation of receipt), (b) three (3) days after being deposited in the mails, if sent
by certified mail, with return receipt requested, (c) upon confirmed receipt, if sent by facsimile transmission during normal
business hours of the receiving party on a
business day, (d) one (1) day
after sending, if sent


 





by
a nationally recognized overnight delivery service (receipt requested) specifying next day delivery, or (e) same day if sent via
e-mail, in each case to the appropriate addresses or telecopy numbers set forth on the signature page hereto (or to such other
addresses or telecopy number as a party may designate by notice to the other parties).


 


12.3          
No Partnership, Joint Venture, Franchise, Employer/Employee Relationship. It is understood and agreed that
Distributor is an independent contractor, and this Agreement and the relationship created hereby shall not be considered to be
a partnership, joint venture, franchise, or an employer/employee relationship, and neither
the Company nor Distributor shall have the right or authority to represent the other in any capacity or to transact any
business or incur any obligations, contractual or otherwise for, in the name of, or on behalf of the other, unless otherwise authorized
to do so in writing. The relationship between the Company and Distributor shall be that of supplier and
purchaser.


 


12.4          
Authority to Enter into Agreement. The Company and Distributor
affirm that they are validly constituted corporate entities with full right, power
and authority to enter into this Agreement and
to perform their
respective obligations hereunder.


 


12.5           
Waivers. No failure or delay on the part of the Company or Distributor to exercise any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy under this Agreement. No amendment, modification
or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the Company and
Distributor.


 


12.6           
Governing Law and Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws
of the State of Texas. Distributor hereby consents to service of process in, and to the sole and exclusive jurisdiction of the
state or federal courts of Dallas County, Texas with respect to any disputes of any nature whatsoever which may arise between
the Company and Distributor relating to the rights and obligations under this Agreement.


 


12.7           
Confidentiality. During the Primary Term and any Renewal Term and for the three (3) year period following
the termination hereof for any reason, the parties hereto shall keep the terms and conditions of this Agreement, the transactions
contemplated hereby, and either party's records, books, data and other confidential information concerning the Products, either
party's accounts, employees, client development (including customer and prospect lists), sales activities and procedures,
promotional and marketing techniques, pricing, marketing or business plans and strategies, financing, development and expansion
plans and credit and financial data concerning customers and suppliers and all other business information involving either party
(all collectively, the "Confidential Information") strictly confidential, and neither the Company nor Distributor will
make, or cause or permit to be made, any disclosure of any such Confidential Information to any person (it being understood, however,
that in any event such Confidential Information may be disclosed on a confidential basis to the parties' respective employees
and professional advisers who have a need to know such  information).





 






    	 	8	 



    	 



    

 





12.8          
Entire Agreement. This Agreement, which incorporates herein by reference Schedules
"A" and "B",
constitutes the entire, complete
and exclusive statement of
the terms of
the agreement between the
parties with respect
to the subject matter hereof and
supersedes and cancels any prior agreements, understandings, covenants, promises, assurances, course of dealing or performance,
representations, warranties, or communications, whether oral or written, between the parties hereto. No covenant, term, provision,
representation or agreement not expressly contained herein shall be implied as a matter of law, interpretation, coarse of performance
or conduct of the parties. Neither this Agreement nor any provision
hereof may be amended, waived or
modified except by written instrument signed after the date hereof by all parties hereto and expressly stating therein that such
instrument is intended as an amendment, modification or waiver hereof.


 


12.9           
Severability. If any terms or provisions of this Agreement are deemed to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of the remaining terms and provisions
hereof.


 


12.10       
Benefited Parties. This Agreement shall be binding upon and inure to the benefit of any permitted purchasers,
successors or assigns of the Company and  Distributor.


 


IN
WITNESS WHEREOF, this Agreement has been executed on this 26th day of October, 2015.


 


 


THE
COMPANY


 


Rocky
Mountain High Brands, Inc.


 


By:
/s/Tom Shrman


Print
Name: Tom Shuman


Title:
President/CEO


 


DISTRIBUTOR


M&S
Up North Distributing


 


By:
/s/Shawn Burkel


Print
name: Shawn Burkel


Title:
President/CEO


 


 


 


Addresses:


 


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


Dallas,
TX 75243 Attn: Tom Shuman Title: CEO I President Phone:  214-212-5006


E-mail:
Tom@RockyMountainHiqhBrands.com


 


M
& S Up North Distributing 


120
2nd Ave SW Suite 5


Roseau,
MN 56751


Attn:
Shawn Burkel Title:President I/CEO Phone: 218-452-0936


E-mail:
 mandsupnorth@mncable.net


 







    	 	9	 



    	 



    

 


SCHEDULE
A


 


TERRITORY
GRANTED


The
Territory set forth for this Agreement encompasses all of the counties in the State of Wisconsin.


 



    	 	10	 



    	 



    




SCHEDULE
B


 


PRODUCTS.
PRICE & PAYMENT TERMS


 


		PRODUCTS:	ROCKY
                                         MOUNTAIN HIGH HEMP
                                         ENERGY DRINK ROCKY MOUNTAIN HIGH
                                         HEMP ICED TEA ROCKY MOUNTAIN HIGH HEMP LEMONADE ROCKY MOUNTAIN
                                         HIGH HEMP COCONUT LIME ROCKY MOUNTAIN HIGH
                                         HEMP MANGO ENERGY



 


PACKAGE
SIZE: 12 - PACK I 12 oz. SLIM-LINE CANS PER CASE


 


FOB
COMPANY WAREHOUSE PRICING TO DISTRIBUTOR:


$
12.00 PER CASE I MINIMUM ONE (1) PALLET


 


208
CASES I PALLET


20
PALLETS PER TRUCKLOAD I CONTAINER LOAD 4,160 CASES PER TRUCKLOAD I CONTAINER LOAD


 


*
Minimum Order per SKU is one (1) pallet I NO "mixed pallets" of all 4 products.


 


VOLUME
OBJECTIVE


DISTRIBUTOR
HAS THE FOLLOWING VOLUME REQUIREMENTS:


Purchase
of twenty (20) pallets of the Products per quarter beginning 10 I 26 /2015.


 


COOPERATIVE
MERCHANDISING FUND


Company
will place $.50 I case for each case ordered by the Distributor into a Cooperative Merchandising Fund. This total $.50
I case Cooperative Merchandising Fund may be used by the Distributor for "mutually
agreed upon" promotional activities such as POS Materials, truck graphics, price promotions,
etc.


 


THCZ
STOCK


Distributor
will receive from Company one (1) share of restricted THCZ common stock for each case of the Products purchased from the Company
in 2015.


 


TERMINATION
WITHOUT CAUSE BUYOUT


In
case of Company Termination of this Agreement without "Cause", the Company will pay the Distributor $6.00 per case for
each 12-pack case of the Products purchased from the Company during the most recent 12 months.


 


PAYMENT
TERMS:


Company
requires a 100% Payment made for the Products prior to shipment


 




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