Carter,
Terry & Company


3060
Peachtree Rd, Suite 1200,


Atlanta
GA 30305


Phone:
404-364-3070-Member FINRA SIPC


 


 


June
13, 2016


 


Michael
R. Welch


Rocky
Mountain High Brands Inc.

9101 LBJ Freeway

Suite 650

Dallas, TX 75242


 


Subject:
Private Placement Offering for Rocky Mountain High Brands Inc (RMHB)


 


It
is our understanding that Rocky Mountain High Brands Inc, the “Company”, desires to raise capital, as well as to fund
the Company’s continuing general operations. Based on our discussions, our preliminary review of the financial information
submitted to Carter, Terry & Company., referred heretofore as the (“AGENT”) and representations you and your associates
have made to us with regard to the present and proposed business activities of the Company, its operations and financial condition,
we would like to confirm our interest in acting as a non-excusive Financial Advisor and Placement Agent for the Company, on a
"best efforts" basis. In such role we would assist the Company in one or more capital raises which might result in a
private placement, merger, acquisition, sale of assets, sale of common stock, sale of ownership interest or any other financial
transaction hereinafter referred to as a "Transaction" upon the basic terms and conditions set forth herein (the "Agreement"),
as well as a full array of additional investment banking services.


 


Section
I: Services to be rendered 


 


“AGENT”
services will include (but not be limited to) the following:


 


		(i)	Arranging
                                         for one or more institutional investments of capital, as defined in iii, (an “Investment,”
                                         which could include any variation thereof, including common stock, preferred stock, mezzanine
                                         debt, senior secured debt, any other financial instrument or a combination of several
                                         financial instruments), on a best efforts basis (in a form and on terms satisfactory,
                                         in its sole judgment, to the Company) to raise capital for use by the Company;



 


		(ii)	Any
                                         Investment will be placed in compliance with valid exemptions from registration or qualification
                                         under federal securities laws, state securities (“blue sky”) laws or foreign
                                         securities laws of each jurisdiction in which any offers of an Investment may be made;



 


		(iii)	Utilizing
                                         appropriate investment information materials or modifying existing Company business plans
                                         and documents (collectively, the “Information Memorandum”) to be provided
                                         to potential sources of financing. “AGENT” may provide advice with respect
                                         to negotiating with all potential financing, merger or acquisition candidates introduced
                                         (as defined in Section II below) to the Company by “AGENT” (as defined below;
                                         any such identified and introduced candidates, along with their affiliates, associates,
                                         subsidiaries, divisions and related entities being hereinafter referred to as “Investor
                                         Candidates”) who might be interested or involved in making an Investment in the
                                         Company. As used herein, “Investor Candidates” shall mean and include individual,
                                         strategic and institutional investors of all types, introduced (as defined in Section
                                         II below) to the Company by “AGENT” including individuals, trusts, estates,
                                         partnerships and associations, banks, thrifts, insurance companies and other financial
                                         institutions, investment companies and other pooled investment vehicles, all tax-exempt
                                         organizations such as those subject to ERISA and other public and private pension funds,
                                         endowments and foundations as well as corporations in similar lines of business to the
                                         Company’s, which might be candidates for acquisition by or merger with , together
                                         with their affiliates, divisions, subsidiaries and investment management consultants.
                                         All Investor Candidates, if not merger or acquisition candidates, shall be “accredited
                                         investors,” as that term is generally understood in the private equity business;



 






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In
performing services hereunder, “AGENT” shall be regarded as an independent contractor and marketing representative.
“AGENT” shall not have any right or authority to create any obligations of any kind on behalf of the Company, shall
make no representation to any third party to the contrary, and shall not make any representations about the Company, its operations
or finances other than what the Company provides for inclusion in the Information Memorandum. Nothing contained in this
Agreement shall be deemed or construed to create a partnership or joint venture between Company and “AGENT” or between
Company and any Investor Candidate.


 


Section
II: Fees, Expenses and Term 


 


“AGENT”
will a non-exclusive financial advisor to and representative of the Company for twelve consecutive (12) months commencing on the
date of this Agreement, with an option to extend this Agreement an additional 6 months, provided however, that either party may
withdraw from this Agreement at any time upon written notice to the other party. Otherwise, this engagement and the terms hereunder
will continue, subject to the same right of either party to terminate on written notice to the other party, until a Transaction
is successfully completed or until the Agreement is terminated. Within three business days after the effective date of any termination
by the Company (the "Termination Date"), “AGENT” shall deliver to Company a list of all introduced Investor
Candidates, merger or acquisition candidates and Strategic Investors (the "Covered Parties") with which “AGENT”
can confirm that (a) the Company, at “AGENT’s” instigation or by “AGENTs” introduction, has had
discussions concerning a Transaction during the term of this Agreement and prior to receipt of the notice of termination or (b)
such Covered Parties have, prior to such notice of termination, expressed either verbally or in writing an interest in considering
or pursuing a Transaction with Company. On and after the Termination Date, “AGENT” shall also either destroy
or return to Company any and all Information, Information Memoranda and any other confidential information of the Company (including
extracts thereof), which are in “AGENT’s” possession or control. The provisions concerning confidentiality,
indemnification, compensation and the Company's obligations to pay fees and reimburse expenses contained herein and the Company's
obligations contained in the Indemnification Provisions (as hereinafter defined) will survive any such termination. “AGENT”
agrees not to use any confidential information about the Company for any purposes other than in connection with a Transaction
and directly related matters.


 


 


“AGENT”
agrees to introduce the Company to certain potential Investor Candidates. Upon written request from the Company, “AGENT”
may designate independent counsel to prepare the appropriate documents (including subscription and escrow agreement) with regard
to the terms of any financial transactions and the closing thereof. The Company is responsible for any and all reasonable expenses
associated with the Offering and the closing documents, escrow and escrow agent. However incurrence of any such expenses over
$ 1,000.00, including such counsel, subscription and escrow agreement fees shall require the prior written consent for those expenses
from the Company.


 


 


Stock
Compensation Fees:


Within
5 business days upon the execution of this engagement, the Company will deliver 200,000, fully paid for and earned, restricted
shares of Rocky Mountain High Brands Inc common stock to Carter Terry & Company. It will be Carter Terry’s right to
designate the distribution of these shares to individuals within the firm at their discretion. These shares shall maintain piggy-back
registration rights. The Company further agrees to approve and provide payment for the opinion of resale of these shares in the
event they have not been registered after 6 months from the anniversary of the execution of this agreement.


 



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If,
within the two year period commencing on the date hereof, the Investor Candidate , singly or with others, purchases debt or equity
securities of, or loans money to the Company, the Company will pay “AGENT” within three business days upon after any
such transaction under the following terms below:


 


 


	 	(i)          	Cash Compensation
    Fees:
	 	 	A success fee for
    debt and/or equity capital raised by “AGENT” on behalf of Company shall be subject to the following fee structure:







 


		a.	10%
                                         of the amount for any capital raised up to $1,000,000



		b.	8%
                                         of the amount for any capital raised up to $5,000,000



		c.	6%
                                         of the amount for any capital raised over $5,000,000



 


 


		(ii)	A
                                         success fee which shall be the identical terms as in Section II (i) above of the Aggregate
                                         Consideration (except as further defined in (iii) below) received by Company from any
                                         Transaction closed, including multiple successive Transactions, with an Investor Candidate
                                         or a Strategic Candidate (or upon closing a Transaction with a Covered Party, including
                                         multiple successive Transactions, within twelve months after the Termination Date), which
                                         amount will be paid when the Company receives the proceeds  from the Transaction.
                                         
	 	 	 
	 	(iii)      	Restricted
                                         Stock:
	 	 	In
                                         connection with the compensation set forth above, the Company agrees to pay “AGENT”
                                         amount of restricted shares equal to 8% of capital raised divided by the closing price
                                         of the stock on the date of close. These shares shall have piggy back registration rights.
                                         In the event the shares are not registered within 6 months of the anniversary of this
                                         executed engagement, the Company agrees to approve and pay for the opinion of sale under
                                         Rule 144.






 


 


For
purposes of this Agreement, "introduced" means that “AGENT” shall have brought the Company to the attention
of the prospective Investor Candidate, Strategic Investor or Transaction (“Investor Candidate”) and “AGENT”
shall have been a procuring cause in its consummation of the matter. “Procuring cause” shall mean that “AGENT”
shall have identified the Company to Investor Candidate , the merger or acquisition candidate or the Strategic Investor and conducted
initial qualifying discussions regarding an Investment in or other Transaction with Company, or caused the parties to have attended
meetings for the purpose of considering a Transaction.


 


For
purposes of this Agreement, “Aggregate Consideration” shall mean the total value of all cash, securities, other property
and any other consideration, including, without limitation (as, if and when received), any contingent, earned or other assets
or consideration, paid or payable, directly or indirectly, in connection with the Transaction, net of any indebtedness owed upon
the same, it being the intention of this provision that the Aggregate Consideration shall mean the net equity value of any cash,
tangible assets or measurable intangible assets acquired by, invested in, loaned to or transferred to the Company. If any non-cash
consideration is a class of newly-issued, publicly-traded securities, then the fair market value thereof shall be the average
of the closing prices for the twenty trading days subsequent to the fifth trading day after the consummation of the Transaction.
If no public market exists for any securities issued in the Transaction or a class of securities is not intended to be publicly
traded or convertible into publicly-traded securities, then the fair market value thereof shall be determined by the valuation
placed upon these securities by the parties to the Transaction.


 






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Section
III: Indemnification 


 


The
Company agrees to indemnify and hold “AGENT”, which terms for the purposes of this Agreement include the partners,
controlling persons, officers, employees and agents of “AGENT”, harmless from and against any and all losses, claims,
damages, costs, liabilities or expenses (including reasonable attorney’s fees and expenses), joint or several, to which
“AGENT” may become subject in connection with its performance of the services described herein resulting from Company’s
material breach of this Agreement, gross negligence, willful misconduct or misfeasance, provided, however, that Company shall
not be liable in any such case to the extent that any such loss, claim, damage, liability, cost or expense is found in a final
judgment by a court of law to have directly resulted from the gross negligence or willful misconduct of “AGENT” .


 


Likewise
“AGENT” agrees to indemnify and hold Company, which terms for the purposes of this paragraph include the subsidiaries,
partners, controlling persons, officers, stockholders and employees of Company, harmless from and against any and all losses,
claims, damages, costs, liabilities or expenses (including reasonable attorney’s fees and expenses), joint or several, to
which Company may become subject resulting from “AGENT’s” material breach of this Agreement, gross negligence,
willful misconduct or misfeasance, provided however, that “AGENT” shall not be liable in any such case to the extent
that any such loss, claim, damage, liability, cost or expense is found in a final judgment by a court of law to have directly
resulted from the gross negligence or willful misconduct of Company.


 


Section
IV: Other


 


Each
party to this Agreement agrees to keep in strict confidence the proprietary and non-public information of the other party during
the term of this Agreement and thereafter, provided however that the foregoing shall not prohibit disclosures (i) pursuant to
the exercise of the parties' responsibilities under this Agreement; (ii) required by law or legal process (provided notice is
given prior to such disclosure); or (iii) of matters which become public other than by the actions of the disclosing party hereunder.


 


“AGENT”
acknowledges, understands and agrees that Company may engage other businsesses on a non-exclusive basis to perform services similar
to those contemplated in this Agreement. “AGENT” agrees to cooperate as reasonably necessary to avoid confusion with
any other such business and Company’s agreement with such business.


 


If
“AGENT” completes the Private Placement or any other Transaction pursuant to the Agreement, “AGENT” may,
at its own expense, place an announcement, subject to Company’s prior consent and approval, in any newspapers and periodicals
it may select stating that “AGENT” has acted as financial advisor, investment banker or placement agent for Company
in the Transaction.


Carter,
Terry & Company is a registered broker dealer, whose address is herein below for to this contemplated transaction.





Carter,
Terry & Company.


3060
Peachtree Rd


Suite
1200


Atlanta,
GA 30305


Attention:
Mr. Timothy J. Terry


Telephone:
(404) 364-3070


 



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This
agreement shall be construed in accordance with the laws of the State of Georgia and the parties agree to submit themselves to
the jurisdiction of the courts located in that state, which shall be the sole tribunals in which either party may institute and
maintain a legal proceeding against the other party arising from any dispute hereunder.


 


If
any agreement, covenant, warranty or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason
of any rule of law or public policy, all other agreements, covenants, warranties and other provisions of this Agreement shall,
nevertheless, remain in full force and effect. No waiver by either party of a breach or non-performance of any provision or obligation
of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this
Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior
agreements and understandings, oral or written, relating to the subject matter hereof, and may not be amended, supplemented, or
modified except by written instrument executed by all parties hereto. Neither party may assign any of its rights or obligations
under this Agreement without the prior written consent of the other party.


 


All
notices or other communications under this Agreement must be in writing and sent by prepaid, first class airmail, delivered by
hand or transmitted by facsimile or email to the email address or facsimile number of the recipient set out below or such other
address, email address or facsimile number as may be furnished in writing by the recipient to the other party. The addresses,
email addresses and facsimile numbers of the parties for purposes of this Agreement are:


 


Rocky
Mountain High Brands Inc. 


9101
LBJ Freeway


Suite
650


Dallas,
TX 75242


Attention:
David M. Seeberger


david@rockymountainhighbrands.com


Facsimile:
(214) 593-5617 


Phone:
(214) 991-6008


 


Carter,
Terry & Company





3060
Peachtree Rd


Suite
1200


Atlanta,
GA 30305





Phone:
404-364-3070












 


If
the foregoing is acceptable to you, please indicate your approval by signing in the space provided and returning an executed copy
of this Agreement to us. We are very enthusiastic about working with your team toward the successful completion of this assignment.


 


Understood
and agreed, this__day of June, 2016.


 


 


Rocky
Mountain High Brands Inc Carter, Terry & Company.


 


 








/s/
Michael R. Welch


Michael
R. Welch– CEO





 





 


Timothy
J. Terry - CEO 


 






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APPENDIX
A


 






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