NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


Principal Balance: $31,000


Issue Date: November 27, 2019 


Maturity Date: July 24, 2020


 


 


SECURED PROMISSORY NOTE


 


 


Rocky Mountain High
Brands, Inc., (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments, LLC,
a Nevada limited liability company, or its registered assigns (the “Holder”) the sum of $31,000 by July 24,
2020 (the "Maturity Date") together with any interest as set forth herein, and to pay interest on the unpaid principal
balance hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue
Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.


 


This Note may
not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all
amounts owing pursuant to this Note shall bear interest at the rate of the lesser
of (a) twenty percent (20%) per annum
or (b) the maximum interested allowed by law, from the due date thereof until the same is paid (“Default Interest”)
.. Interest shall be computed on the basis of a 365-day year and the actual number of
days elapsed. All payments due hereunder (to the extent not made in common stock)
shall be made in lawful money of the United States of America.


 


All payments shall be made
at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this
Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day
and, in the case of any interest payment date which is not the date on which this Note is paid
in full, the extension of the due date thereof shall not be taken into account for purposes of determining the
amount of interest due on such date. As used in this Note, the term “business day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are
authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined,
shall have the meaning ascribed thereto in the supporting documents of same date (attached hereto).


 



    	 		 



    	 



    

 





This Note
is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


The following terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1                              
Conversion Right. Following the execution of this Note, the
Holder shall have the right to convert all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion
price (the “Conversion Price”) determined as provided herein (a “Conversion”).


(a) 
Beneficial Ownership Limitation. In no event shall the Holder be entitled to convert
any portion of this Note in excess of that portion of this Note upon conversion of
which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised
or unconvertedportion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations
contained herein) and (2) the number of shares of Common Stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The number of shares of Common Stock
to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the notice of conversion, (the “Notice of Conversion”),
delivered to the Company by the Holder in accordance with the Sections below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company before 6:00
p.m., New York, New York time on such conversion date (the “ConversionDate”).


The
term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of
this Note to be converted in such conversion plus (2) at the Company’s option, accrued and unpaid interest, if any, on such
principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Company’s option, Default
Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s
option, any amounts owed to the Holder.


(b) 
Conversion Price. At any time after the execution of this Note, the Holder shall have
the right, at its option, to convert all or any portion of this Note into shares of fully paid and non-assessable Common Stock
of the Company at the price of $0.03 per share, (the "ConversionPrice"). If, however, during any time while this Note
remains issued and outstanding, the lowest reported trading price for the Company’s common stock is equal to or less than
$0.04 for any two (2) consecutive trading days, then the Conversion Price shall be adjusted to $0.02 per share for any remaining
amounts due and owing hereunder. If, however, during any time while this Note remains issued and outstanding, the lowest reported
trading price for the Company’s common stock is equal to or less than $0.02 for any two (2) consecutive trading days, then
the Conversion Price shall be adjusted to $0.01 per share for any remaining amounts due and owing hereunder. 


 



    	 	2	 



    	 



    

 





1.2                              
Authorized Shares. The Company covenants that during the period the conversion right
exists the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Company is required at all times
to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the Note
(based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount
shall be increased from time to time in accordance with the Company’s obligations.


 


The Company
represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the
Company shall issue any securities or make any change to its capital structure which would change the number of shares of Common
Stock into which the Notes shall be convertible at the then currentConversion Price, the Company shall at the same time make proper
provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Notes.


 


The Company
(i) acknowledges that it will irrevocably instruct its transfer agent to issue certificates for the Common Stock
issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers
and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares
of Common Stock in accordance with the terms and conditions of this Note.


 


If, at
any time the Company does not maintain the Reserved Amount it will be considered an Event of Default as defined in this Note.


 


		1.3	Method of Conversion.



 


(a)   
Mechanics of Conversion. This
Note may be converted by the Holder, in whole or in part, at any time following
execution by submitting to the Company a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication
dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time).


 


(b)   
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth
herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender
this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall
maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not to require physical surrender
of this Note upon each such conversion. In the event of any dispute or discrepancy,
such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder
and any assignee, by acceptance of this Note, acknowledge and agree that, by
reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note represented by this Note may be less than the amount stated on
the face hereof.


 


(c)       Payment
of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other


  



    	 	3	 



    	 



    




 


securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the amount of any such
tax or shall have established to the satisfaction of the Company that such tax has been paid.


(d)    
Delivery of Common Stock upon Conversion. Upon receipt by the Company from
the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section, the Company shall issue and deliver or cause to be
issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion
within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase
Agreement. The Company will pay any and all legal, deposit and transfer agent fees that may be incurred or charged in
connection with the issuance of shares of the Company's Common Stock to the Holder arising out of or relating to the
conversions of this Note.


 


(e)  
Obligation of Company to Deliver Common Stock. Upon receipt by the Company of a Notice
of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding
principal amount and the amount of accrued and unpaid interest on this Note shall be
reduced to reflect such conversion, and, unless the Company defaults on its obligations
under this Article I, all rights with respect to the portion of this Note being so
converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as
herein provided, on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Company’s obligation to issue and deliver the certificates
for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce
the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice
of Conversion is received by the Company before 6:00 p.m., New York, New York time, on such date.


 


(f)    
Delivery of Common Stock by Electronic Transfer. In lieu of delivering
physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the
Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of
the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Company shall use
its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the
Holder by crediting the account of Holder’s Broker with DTC through its Deposit Withdrawal Agent Commission
(“DWAC”) system.


 


(g)   
 Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the
Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery
of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline the Company shall pay totheHolder $2,000
per day in cash, for each day beyond the Deadline that the Company fails to deliver
such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has
accrued or, at the option of the Holder (by written notice to the Company by the first day of the month following the month in
which it has accrued), shall be


 



    	 	4	 



    	 



    




added to the principal amount of this Note, in which event interest shall accrue
thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock
in accordance with the terms of this Note. The Company agrees that the right to convert is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, and interference with such conversion right are difficult if not
impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section
are justified. Any delay or failure of performance by the Company hereunder shall be excused if and to the extent caused by
Force Majeure. For purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable
and not caused by the Company, including acts of God, fires, floods, explosions, riots wars, hurricanes, etc.


 


1.4                              
Concerning the Shares. The shares of Common Stock issuable upon conversion of this
Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act
or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in com parable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or
(iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except as otherwise provided herein
(and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion
of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable
upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend,
shall bear a legend substantially in the following form, as appropriate:


 


“NEITHER THE
ISSUANCEAND SALE OFTHE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144 A UNDER SAID ACT. NOT WITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The legend
set forth above shall be removed and the Company shall issue to the Holder a new certificate
therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form,
substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the
sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered
for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately sold. In
the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S,
at the Deadline, it will be considered an Event of Default pursuant to this note.


 



    	 	5	 



    	 



    

 





		1.5	Effect of Certain Events.



 


(a)   
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or
substantially all of the assets of the Company, the effectuation by the Company
of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or
the consolidation, merger or other business combination of the Company with or into any other Person (as defined below) or
Persons when the Company is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant
to which the Company shall be required to pay to the Holder upon the consummation of and as a condition to such transaction
an amount equal to the Default Amount (as defined in Article III) or (ii) be
treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability
company, partnership, association, trust or other entity or organization.


(b)    
Adjustment Due to Merger, Consolidation, Etc.If, at any time when this
Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of
the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities
of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company
other than in connection with a plan of complete liquidation of the Company, then
the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and
upontheterms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon
conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set
forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the
Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly
as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Company
shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable,
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date
of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,
consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which
time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the
Company) assumes by written instrument the obligations of this Section 1.6(b).
The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.


 


(c)  
Adjustment Due to Distribution. If the Company shall declare or make any
distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by
way of return of capital or otherwise (including any dividend or distribution to the Company’s shareholders
in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a
“Distribution”), then the Holder of this Note shall be entitled, upon
any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive
the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable
upon such conversion had such Holder been the holder of such shares of Common
Stock on the record date for the determination of shareholders entitled to such Distribution.


 



    	 	6	 



    	 



    

 





(d) 
Adjustment Due to Dilutive Issuance. If, at any time when any Notes are
issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have
issued or sold, any shares of Common Stock in connection with a financing transaction executed and made effective subsequent
to the date of this Note based on a variable price formula (the “Alternative Variable Price Formula”) that is
more favorable to the investor in such financing transaction than the formula for calculating the Conversion Price in effect
on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then
immediately upon the Dilutive Issuance, the formula for the Conversion Price will be adjusted to match the Alternative
Variable Price Formula. If it is unclear whether the Alternative Variable Price
Formula is better or worse, then Holder, in its sole discretion, may elect at the time of such issuance whether to switch to
the Alternative Variable Price Formula or not.


 


 


(e)  
Purchase Rights. If, at any time when any Notes are issued and outstanding,
the Company issues any convertible securities or rights to purchase stock, warrants, securities or other property (the
“Purchase Rights”) pro rata to the record holders of any class of
Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such Holder could have acquired if such
Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any
limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or
sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.


 


(f)  
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Company, at its expense, shall
promptly compute such adjustment or readjustment and prepare and furnish to the
Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish to such
Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect
and (iii) the number of shares of Common Stock and the amount, if any, of other
securities or property which at the time would be received upon conversion of the Note.


 


1.6                              
Security. As Security for the Company's obligations contained herein and in all Notes issued by the Company
to the Holder, the Holder shall be granted an unconditional first priority interest in and to, any and all property of the Company
and its subsidiaries, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired
until the balance of all Notes has been reduced to $0. "Any and all property," as described herein shall be inclusive
of, but not limited to, assets reported by the Company on its SEC filings, cash, inventory, accounts receivable, intellectual property
rights, equipment and property. The Investor is authorized to make all filings the Investor, in its discretion, deems necessary
to evidence its security interests.


 


1.7                              
Status as Shareholder. Upon submission of a Notice of Conversion by
a Holder, (i) the shares covered thereby (other than the shares, if any, which
cannot be issued because their issuance would exceed such Holder’s allocated
portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into
shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate,
excepting only the right to receive certificates for


 



    	 	7	 



    	 



    




 


such
shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because
of a failure by the Company to comply with the terms of this Note.
Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth
(10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any
reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the
Company) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note
and the Company shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been
surrendered, adjust its records to reflect that such portion of this Note has not
been converted. In all cases, the Holder shall retain all of its rights and
remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the
extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the
Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Company’s failure
to convert this Note.


 


1.8                              
Prepayment. Maker may prepay this Note for 135% of the outstanding amount then due
in one payment.


 


1.9                              
No Short Sales. No short sales shall be permitted by the Holder or its affiliates at
any time while this Note is issued and outstanding in any amount.


ARTICLE II. CERTAIN COVENANTS


 


2.1                               Distributions
on Capital Stock. So long as the Company shall have any obligation under this Note, the Company shall not without the
Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in
cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the
form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or
distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which
is approved by a majority of the Company’s disinterested
directors.


 


2.2                              
Restriction on Stock Repurchases. So long as the Company shall have any obligation
under this Note, the Company shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether
for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions
any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares.


 


2.3                              
Borrowings. So long as the Issuer shall
have any obligation under this Note, the Issuer s hall not, without written notice
to the holder, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation
of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit
or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date
hereof and of which the Issuer has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or
financial institutions incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay
this Note.


 


2.4                              
Sale of Assets. So long as the Company shall
have any obligation under this Note, the Company shall not, without the Holder’s written consent, sell, lease or otherwise
dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any
assets may be conditioned on a specified use of the proceeds of disposition.


 



    	 	8	 



    	 



    

 





2.5                              
Advances and Loans. So long as the Company shall have any obligation under this Note,
the Company shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm,
joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Company, except loans, credits or advances (a) in existence or committed on the date
hereof and which the Company has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business
or (c) not in excess of $50,000.


 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each, an “Event
of Default”) shall occur:


 


3.1   
Failure to Pay
Principal or Interest. The Company
fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


 


3.2   
Conversion and the Shares. The Company fails to issue shares of Common Stock to the
Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the
conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer
(issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, the Company directs its transfer agent not to transfer
or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any
certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders
its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in writing) for three (3) business days after
the Holder shall have delivered a Notice of Conversion. It is an obligation of the Company to remain current in its obligations
to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated
due to a balance owed by the Company to its transfer agent. If at the option of the Holder, the Holder advances any funds to the
Company’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Company to the Holder
within forty-eight (48) hours of a demand from the Holder.


 


3.3   
Breach of Covenants. The Company breaches any covenant or other term or condition contained
in this Note and any collateral documents including but not limited to the Equity Financing Agreement and the Registration Rights
Agreement.


 


3.4   
Breach of Representations
and Warranties. Any representation
or warranty of the Company made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made
and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with
respect to this Note or the Equity Financing Agreement and the Registration Rights Agreement.


 



    	 	9	 



    	 



    

 





3.5   
Receiver or Trustee. The Company or any subsidiary of the Company shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business, or such a receiver or trustee shall otherwise be appointed.


 


3.6   
Judgments. Any money judgment, writ or similar process shall be entered or filed against
the Company or any subsidiary of the Company or any of its property or other assets for more than


$50,000, and shall remain
unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will
not be unreasonably withheld.


 


3.7   
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted
by or against the Company or any subsidiary of the Company.


 


3.8   
Delisting of Common Stock. If the Company
shall fail to maintain in good standing the listing of the Common Stock on the over-the-counter
market operated by OTC Markets Group, Inc. or an equivalent replacement exchange,
the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange or if the Company's shall lose the "bid"
price for its common stock on any given trading day.


 


3.9   
Failure to Comply with the Exchange Act. If the
Company shall fail to comply, in a timely manner, with the reporting requirements of the Exchange Act; and/or the Company shall
cease to be subject to the reporting requirements of the Exchange Act.


 


3.10   
Liquidation. Any dissolution, liquidation, or winding up of Company or any substantial
portion of its business.


 


 


3.11   
Cessation of Operations. Any cessation of operations by Company or Company admits it
is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Company’s
ability to continue as a “going concern” shall not be an admission that the Company cannot pay its debts as
they become due.


 


3.12   
Maintenance of Assets. The failure by Company
to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its
business (whether now or in the future).


 


3.13    Financial
Statement Restatement.The restatement of any financial statements filed by the
Company with the SEC for any date or period from two years prior
to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by
comparison to the original financial statement, have constituted a material adverse effect on the rights of the Holder with
respect to this Note or supporting documents.


 


3.14   
Reverse Splits. The Company effectuates a reverse split of its Common Stock without
at least twenty (20) days prior written notice to the Holder.


3.15    
Replacement of Transfer Agent. In the event that the Company proposes to
replace its transfer agent, the Company fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the
provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the
successor transfer agent to Company and the Company.


 



    	 	10	 



    	 



    

 





3.16   
 Cross-Default. Notwithstanding anything to the contrary contained in this Note or
the other related or companion documents, a breach or default by the Company of any
covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure
or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which
event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under
the terms of this Note and the Other Agreements by reason of a default under
said Other Agreement or hereunder.“Other
Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Company, and, or for the benefit
of, (2) the Holder and any affiliate of the Holder, including, without limitation,
promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents
to this Note. Each of the loan transactions between the Holder and the Company will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Company.


 


Further,
the Company shall not be deemed in default under this Note as a result of any actual or alleged breach or default under any of
the following agreements:


 


		·	$184,300 1 Year 6%
Convertible Promissory Note dated June 30, 2017 by and between Rocky Mountain High Brands, Inc. and Jerome Grisaffi



 


		·	$200,150.20 6 Month
6% Convertible Promissory Note dated June 19, 2017 by and between Rocky Mountain High Brands, Inc. and Jerome Grisaffi



 


		·	$79,000 6 Month 6%
Convertible Promissory Note dated May 19, 2017 by and between Rocky Mountain High Brands, Inc. and LSW Holdings, LLC



 


		·	$100,000 6 Month 6%
Convertible Promissory Note dated July 11, 2017 by and between Rocky Mountain High Brands, Inc. and LSW Holdings, LLC.



 


Upon the
occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay
the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and
the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as
defined herein).


 


UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN
SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE COMPANY
SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS
OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED
HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation
of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon
when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7
or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written
notice to the Company by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified
the remaining sections of Articles III, the Note shall become immediately due and
payable and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater
of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”)
plus(y) Default Interest, if any, on
the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant


 



    	 	11	 



    	 



    




to Sections 1.3 and 1.4(g)
hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses
(x),(y) and (z) shall collectively be known as the “Default Sum”) or (ii)
the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common
Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I,
treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes
of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a
specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest
Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending
one day prior to the Mandatory Prepayment Date (the “Default Amount”) and
all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of
which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


If the Company fails to pay the
Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized
shares), to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.


 


 


ARTICLE IV. MISCELLANEOUS


4.1                              
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All
rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2                              
Notices.Allnotices,demands,requests,consents,approvals,andother
communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, email, or facsimile, addressed
as set forth below or to such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If to the Company, to:


 


Rocky Mountain High Brands, Inc.


9101 LBJ Freeway, Suite 200


Dallas, TX 75243


Attn: Michael Welch, President & CEO


 






    	 	12	 



    	 



    

 





If to the Holder:


 


GHS Investments, LLC.


420 Jericho Tpke Suite 102


Jericho, NY 11753


 


 


4.3                              
Amendments. This Note and any provision hereof may only be amended by an instrument
in writing signed by the Company and the Holder. The term “Note” and all
reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase
Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.


4.4                               Assignability.
This Note shall be binding upon the Company and its successors and assigns, and
shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything in this Note to the
contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement.


 


4.5                              
Cost of Collection. If default is made
in the payment of this Note, the Company shall pay the Holder hereof costs of collection, including reasonable attorneys’
fees.


 


4.6                               
Governing Law. This Note shall
be governed by
and construed in accordance with
the laws of the State of Nevada without regard to principles of conflictsoflaws. Any action brought by
either party against the other concerning the transactions contemplated by this
Note shall be brought only in the state or federal courts located in New York City, New York. The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In
the event that any provision of this Note or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.
Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. Wherever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by,
unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective
to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


4.7                              
CertainAmounts.Whenever pursuant to this
Note the Company is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to
be paid at






    	 	13	 



    	 



    

that
time) plus accrued and unpaid interest plus Default Interest on such interest, the Company and the Holder agree that
the actual damages to the Holder from the receipt of cash payment on this Note
may be difficult to determine and the amount to be so paid by the Company represents stipulated damages and not a penalty and
is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale
of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares
pursuant to this Note. The Company and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


4.8                              
Equity Financing Agreement. By its acceptance of this Note, each party agrees to be
bound by the applicable terms of the Equity Financing Agreement and supporting documents of same date.


4.9                              
Notice of Corporate Events. Except as otherwise provided below, the Holder of this
Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.
The Company shall provide the Holder with prior notification of any meeting of the Company’s
shareholders (and copies of proxy materials and other information sent to shareholders). In
the event of any taking by the Company of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of
any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who
are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the
Company or any proposed liquidation, dissolution or winding up of the Company, the
Company shall mail a notice to the Holder, at least twenty (20) days prior to the record date
specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of
the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time.
The Company shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously
with the notification to the Holder in accordance with the terms of this Section 4.9.


 


4.10                               
Remedies. The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Note
will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic
loss and without any bond or other security being required.


 






    	 	14	 



    	 



    







IN
WITNESS WHEREOF, Holder and Company have caused this Second Amended and Restated Note to be signed in its name by its respective
duly authorized officer:


 


 


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


 








    	 	15