THIRD
AMENDMENT TO LEASE


 


THIS
THIRD AMENDMENT TO
LEASE (this "Amendment")
is
made as of 2/28/20 by and between
Whitestone Offices LLC, a Texas limited liability company ("Landlord")
and Rocky Mountain High Brands Inc., a Nevada corporation ("Tenant").


 


RECITALS:


 


A.                
Landlord and Tenant are each a party to that certain Lease Agreement
dated June 3, 2016, as amended (the "Lease"), relating
to Suite 200, containing approximately 6,172 rentable square feet (the "Original
Premises") at 9101 LBJ Freeway,
Dallas, Texas 75243 (the "Building").


 


B.                 
Tenant desires to relocate to other premises in the Building and to renew
and extend the Lease, and Landlord has agreed to such relocation, renewal and extension, upon the terms and conditions hereinafter
described.


 


AGREEMENT:


 


 


NOW,
THEREFORE, in consideration of the Premises and the mutual covenants herein contained, the parties hereby amend the Lease on the
terms hereof effective as of the date hereof:


 


1.                 
Capitalized Terms. All
capitalized terms used in this Amendment shall have the meaning given to such terms in the Lease, unless otherwise defined herein.


 


2.                 
Extension of Term. The
term of the Lease is hereby extended for a period of six (6) months beginning March 1, 2020
and expiring on August 31, 2020, unless sooner terminated pursuant to the provisions of the Lease (the "Extended
Term").


 


3.                 
Relocated Premises. From
and after the New Space Commencement Date (as hereinafter defined): (a) Landlord shall lease to Tenant, Suite 420,
(the "New Space") consisting
of approximately 2,581 rentable square feet (the "Rentable Area"),
as further described on Exhibit
A attached hereto and made a part hereof; and (b) the term "Premises"
shall refer to the New Space. Tenant shall vacate and surrender the Original Premises in accordance with the terms of the Lease
no later than the day prior to the New Space Commencement Date. "New
Space Commencement Date" shall mean the date Landlord delivers
the Premises to Tenant, which date the parties estimate to be April 1, 2020. If
there is a delay in the New Space Commencement Date, Landlord shall not be
deemed to be in default under the Lease or this Amendment. Tenant agrees to accept possession of the New Space when Landlord can
tender the same. Landlord reserves the right to require Tenant to execute a commencement letter to evidence the actual date the
Original Premises were surrendered and the New Space Commencement Date.


 


4.                 
Base Rent. During
the Extended Term, Base Rent shall be paid to Landlord in monthly installments as follows:


 




    	 		 



    	 



    

 





	Lease Period	 	Base Rent
	 	 	 	 	 
	03-01-2020	through	New Space 	 	$3,548.88 per month
	 	 	Commencement Date	 	 
	New Space	through	08-31-2020	 	$3,548.88 per month
	Commencement Date	 	 	 






 





Tenant
agrees to pay the Base Rent pursuant to the terms of the Lease.


 


5.                 
Options to Extend. Tenant's
option to extend the term of the Lease granted in Section 4 of the Second Amendment to Lease dated September 5, 2019 is hereby
deemed void and of no further force or effect. Tenant is hereby granted one (1) option to renew the term of the Lease ("Option
to Extend") for a period of six (6) months (the "Additional Term"), provided Tenant gives Landlord written notice
not less than three (3) months prior to the expiration of this Extended Term, of its election to exercise its option TIME BEING
OF THE ESSENCE with respect to such notice. Except as specifically set forth herein, the Additional Term shall be upon all the
terms and conditions of the Lease, except that on the first day of the Additional Term, Base Rent shall not increase, and Tenant
shall continue to pay the same rate applicable to the immediate preceding term period.


 


		6.	Notices.
                                         The Lease is hereby amended
                                         to designate the following addresses for notices to



Tenant:


 





	Rocky Mountain High Brands
Inc.	AND	Rocky Mountain High Brands
Inc.
	9101
Lyndon B. Johnson Freeway, Suite 420	 	10626
Cox Lane
	Dallas, Texas 75243	 	Dallas,
TX 75229



 














7.                  
Grant of Relocated Premises. Tenant
accepts the Premises and the Building as suitable for the purposes for which the same are leased, on an "As-Is, Where-Is"
basis. Landlord has made no representations or warranties concerning the Premises and the Building.


 


8.                  
Tenant Representation. Tenant
represents and warrants that Tenant has not dealt with any real estate agent or broker in connection with this Amendment. Tenant
covenants and agrees to indemnify and hold Landlord harmless from and against any and all claims for commissions and other compensation
made by any agent or agents and/or broker or brokers claiming to have represented Tenant.


 


9.                  
Modifications to Lease. Except
as modified by this Amendment, the Lease and all the terms, covenants, conditions, and agreements remain in full force and effect.
This Amendment may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of
any waiver, change or modification or discharge is sought.


 


10.              
Entire Understanding. This
Amendment contains the entire understanding between the parties with respect to the matters contained herein. No representations,
warranties, covenants, or agreements have been made concerning or affecting the subject matter of this Amendment, except as are
contained herein and in the Lease.


 


11.              
Representations and Warranties. Tenant
hereby represents and warrants to Landlord that: 1) this Amendment (and each term and provision hereof) has been duly and appropriately
authorized


 




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by
Tenant and no additional consent, agreement or approval from any other party is required
to bind Tenant hereto; 2) that Landlord is not currently in default of the Lease; and 3) Tenant is currently in compliance with
and shall at all times during the term of the Lease (including any extension thereof) remain in compliance with the regulations
of the Office of Foreign Asset Control ("OFAC")
of the Department of the Treasury (including but not limited to those named on OFAC's Specially Designated Nationals and Blocked
Persons List) and any statute, executive order (including but not limited to the
September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit
or Support Terrorism), or other governmental action relating thereto.


 


12.             
Counterparts. This
Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which when affixed together shall
constitute but one and the same instrument. The parties hereby agree signatures exchanged via facsimile and/or electronically
shall be deemed original signatures for all purposes.


 


 


 


[SIGNATURES
ON FOLLOWING PAGE]


 


 


 


 




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IN
WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment
as of the date and year first above written.


 





	LANDLORD:	 	TENANT:


	 
	 	 	 	 
	Whitestone
Offices LLC,	 	Rocky
Mountain High Brands Inc.,	 
	a Texas limited liability company	 	a Nevada corporation	 
	 	 	 	 
	By:
Pillarstone Capital REIT Operating Partnership, L.P.,	 	 	 
	a Delaware limited partnership,	 	 	 
	its
sole member	 	 	 
	 	 	 	 
	By: Pillarstone
Capital REIT,	 	 	 
	a
Maryland real estate investment trust,	 	 	 
	its general partner	 	 	 



 


	BY: 	 	 	BY:	/s/ David Seeberger
	 	JAMES C. MASTANDREA	 	 	DAVID SEEBERGER
	ITS:	PRESIDENT	 	ITS: 	COO and General Counsel
	 	 	 	 	 
	BY:	 	 	 	 
	 	 JAMES C. MASTANDREA 	 	 	 
	 ITS:	CHAIRMAN	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	2/28/20
	DATE	 	DATE



 


 


 


ATTACHMENT:


Exhibit A - New Space


 




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EXHIBIT
A


NEW
SPACE





(9101
LBJ Freeway, Suite 420, Dallas, Texas 75253) 


 


 


 


 


 








 


 








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