AMENDMENT
TO SECURED PROMISSORY NOTES


 


This
Amendment to those certain Secured Promissory Notes listed below (this "Amendment") is effective as of as of November
27, 2019, and is entered into by and between Rocky Mountain High Brands, Inc., a
Nevada corporation (hereinafter called the "Company"), and GHS Investments, LLC, a Nevada limited liability company
(the "Holder").


 


WITNESSETH:


 


WHEREAS,
the Company has issued the Holder the following Secured Convertible Promissory Notes (collectively, the "Notes"):


 


	Issue
    Date	Original
    Face Amount	Due
    Date
	July
    24, 2018	$157,500	Apr
    24, 2019
	August
    13, 2018	$157,500	May
    13, 2019
	August
    30, 2018	$105,000	May
    30, 2019
	November
    2, 2017	$250,000	November
    2, 2018
	September
    14, 2018	$131,500	Jun
    14, 2019
	September
    28, 2018	$55,000	Jun
    28, 2019
	October
    12, 2018	$52,500	Jul
    12,2019


 


;
and


 


On
May 6, 2019 the Due Dates on the Notes were extended as follows:


 


	Issue
    Date	Original
    Face Amount	Extended
    Due Date
	July
    24, 2018	$157,500	December
    1, 2019
	
    August 13, 2018	$157,500	January
    I, 2020
	August
    30, 2018	$105,000	February
    1, 2020
	November
    2, 2017	$250,000	February
    1, 2020
	September
    14, 2018	$131,500	March
    1, 2020
	September
    28, 2018	$55,000	March
    1, 2020
	October
    12, 2018	$52,500	April
    1, 2020


 


 


WHEREAS
, the Parties desire to amend Maturity Date of the above referenced Secured Promissory Note in the original face amount of
$157,500, original issue date of July 24, 2018 and extended due date of December 1, 2019 ("Extended Note"), and
only that Note;


NOW,
THEREFORE, in consideration of the foregoing and of the promises, agreements, representations, warranties, and covenants herein
contained, the Company and the Holder hereby agree as follows:


1.                  The
Maturity Date of the Extended Note is hereby extended to July 24, 2020. Additionally, Article I of the Extended Note,
Conversion Rights, at l.1(b), the Conversion Price shall be amended to be $0.03 per share.







    	 		 



    	 



    




2.                 
As additional consideration for the above extension, the Company shall execute
and deliver to Holder contemporaneously herewith a Secured Promissory Note in the amount of $31,000, payable on or before September
1, 2020.


 


3.                 
All other terms and conditions under the Notes not otherwise amended, modified
or affected by this Amendment or the May 6, 2019 Amendment shall continue to be in effect and bind the Company and the Holder.
Furthermore, all other terms contained in the May 6, 2019 Amendment, including but not limited to the amendment of Conversion
Price, the Notes or this Amendment, may only be modified with prior written agreement from both the Holder and the Company.


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of November 27, 2019.





 


GHS Investments,
LLC


 


 


By: /s/ Mark Grober


Mark Grober, Member


 


 


Rocky Mountain High
Brands, Inc.


 





By: /s/ Michael R. Welch


Michael R. Welch, President
& CEO





 






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