EXCHANGE
AGREEMENT


 


 


THIS
EXCHANGE AGREEMENT (the " Agreement") is dated this 13th day of March 2020, by and among Rocky Mountain
High Brands, Inc., a Nevada corporation (the "Company"), all of the subsidiaries of the Company that are party
to the Agreement (collectively, "Subsidiaries") and GHS INVESTMENTS, LLC (the "Holder").


 


WHEREAS,
the Holder beneficially owns and holds certain $105,000.00 Promissory Note dated June 7, 2019 as set forth on Exhibit A hereto
(the "Note");


 


WHEREAS
the total outstanding principal and interest on the Note as of February 19, 2020
equals $112,393.15; and


 


WHEREAS,
the Holder desires to exchange (the "Exchange") the Note for a new Convertible Promissory Note (the "
Exchange Security") of the Company as set forth and memorialized on Exhibit B hereto, and the Company desires
to issue the Exchange Security in exchange for the Note, all on the terms and conditions set forth in this Agreement in reliance
on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities
Act").


NOW,
THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:


 


Section
1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to
the Company the Note and, m exchange therefore, the Company shall issue to the Holder
the Exchange Security.


 


1.1   
Closing. On the Closing Date (as defined below), the Company will issue and deliver (or
cause to be issued and delivered) the Exchange Security to the Holder, or in
the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender
to the Company the Note. The closing of the Exchange shall occur on February 20, 2020, or as soon thereafter as the parties may
mutually agree in writing (the "Closing Date"),
subject to the provisions of Section 4 and Section 5 herein.


 


1.2   
Section 3(a)(9). Assuming the accuracy of the representations and wananties of each of the Company and the Holder set fo1th
in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties
is, among other things, to ensure
that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.


 


Section
2. Representations and Warranties of the Company.The
Company represents and warrants to the Holder that:


 




    	 		 



    	 



    

 


2.1   
Organization and Qualification. The Company and each of the subsidiaries of the Company
(the "Subsidiaries") is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be
expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents
executed in connection herewith (the "Transaction Documents"), (ii) a material adverse effect on the results of
operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a
"Material Adverse Effect") and no proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


2.2   
Authorization; Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other
Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors
or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (as defined
below). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly
executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors' rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


2.3   
Issuance of Exchange Security. The issuance of the Exchange Security is duly authorized
and, upon issuance in accordance with the terms


 




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hereof,
the Exchange Security shall be validly issued,
fully paid and non assessable. The shares of common
stock, par value $0.001 per share (the "Common
Stock") issued upon conversion
of the Exchange Security, when issued
and delivered in accordance with
the terms of the Exchange Security, will
be duly and validly issued, fully paid
and non-assess able, free and clear of all Liens (as defined below) imposed
by the Company, other than restrictions
on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the
Company of the Exchange Security shall be
exempt from the registration requirements of the Securities Act by virtue
of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion
of the Exchange Security will be freely transferable and freely tradable by the
Holder without restriction pursuant
to Rule 144 of the Securities Act, assuming the Holder is not
an Affiliate (as defined herein)
and the holding period requirements of Rule 144 have
been satisfied. The shares of Common Stock
issuable upon co nversion of the Exchange
Security shall not bear any restrictive
or other legends or notations if
the requirements of Rule 144 have been satisfied. The Company
has reserved from its duly authorized
capital stock a number of shares of Common Stock for issuance
of the shares underlying the Exchange
Security at least equal to the greater of 16,810,000 shares of Common Stock and 300%
of the Required Minimum on the date hereof. " Required Minimum"
means, as of any date, the maximum aggregate number
of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including
any shares of Common Stock issuable upon
conversion in full of all Exchange Security (including shares of Common
Stock issuable as payment of interest on
the Exchange Security), ignoring any conversion limits
set forth therein, and assuming that the
Conversion Price is at all times
on and after the date of determination 75% of the then Conversion Price on the trading
day immediately prior to the date of determination.


 


2.4   
No Conflicts. The execution, delivery and performance by the Company
of this Agreement and the other Transaction Documents to which it is a party, the
issuance of the Exchange Security and the consummation by
it of the transactions contemplated hereby and thereby do not and will not:
(i) conflict with or violate any provision of the Company's or any Subsidiary' s certificate or articles of incorporation, bylaws
or other organizational or charter documents; (ii) conflict with, or constitute a default (or
an event that with notice or lapse of
time or both would become a default) under, result in the creation of any options,
contracts, agreements, liens, security interests, or other encumbrances ("Liens")
upon any of the properties or assets of the Company or any Subsidiary , or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility , debt or other instrument
(evidencing a Company or Subsidiary debt or
otherwise) or other understanding to whic h
the Company or any Subsidiary is a party or by which any property or asset of the Company
or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals
(as defined herein), conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction , decree or other restriction of any
court or governmental authority to which the Company or a


 




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Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.


 


2.5   
Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the
Holder is acting solely in the capacity of an arm's length third party with respect to this Agreement and the transactions contemplated
hereby. The Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or
any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.


 


2.6   
No Commission; No Other Consideration. The Company has not paid or given, and has not
agreed to pay or give, directly or indirectly, any commission or other remuneration for soliciting the Exchange. The Exchange Security
is being issued exclusively for the exchange of the Note and no other consideration has or will be paid for the Exchange Security.


 


2.7   
3(a)(9) Representation. The Company has not, nor has any person acting on its behalf,
directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances
that would cause the Exchange and the issuance of the Exchange Security pursuant to this Agreement to be integrated with prior
offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Security
to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause
the Exchange, issuance and delivery of the Exchange Security to be integrated with other offerings to the effect that the delivery
of the Exchange Security to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.


 


2.8   
No Third-party Advisors. Other than legal counsel, the Company has not engaged any
third parties to assist in the solicitation with respect to the Exchange.


 


2.9   
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act of 1934, as amended
(the "Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein
as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all
material respects with the


 




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requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year end audit adjustments.


2.10   
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth
on Schedule 2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


2.11    
Filings, Consents and Approvals. Other than as set forth on Schedule
2.11, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other governmental authority or any natural person,
firm, partnership, association, corporation, company, trust, business trust or other entity (each,
a "Person") in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than: (i) the notice and/or application(s) to each applicable Trading Market (as defined herein) for the issuance and the
listing of the shares of Common Stock issuable upon conversion of the Exchange S for trading thereon in the time and manner required
thereby, and (ii) the
filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws (collectively,
the "Required Approvals").


2.12   
Capitalization. The capitalization of the Company is as set forth on Schedule 2.12.
No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Other than as set forth on Schedule 2.12, there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights
or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire
any shares of Common Stock, or







    	 	5	 



    	 



    

 


contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares
of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. All of the outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights
or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of
Directors or others is required for the issuance of the Exchange Security. There are no stockholder agreements or other similar
agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company's stockholders.


 


2.13    
DTC Eligibility. The Company, through the Transfer Agent, currently participates in
the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties
via the DTC Fast Automated Securities Transfer (FAST) Program.


 


2.14    Material
Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.14 or in a subsequent
SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included within the SEC
Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result
in a Material Adverse Effect; (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's
financial statements pursuant to GAAP or disclosed in filings made with the SEC; (iii) the
Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholder or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as
defined below), except pursuant to existing Company stock option plans. The Company does not have pending any request for
confidential treatment of information before the SEC. Except for the issuance of the Exchange Security contemplated by this
Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably
expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties,
operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) trading day
prior to the date that this representation is made.


 




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2.15   
Litigation. Other than as set forth on Schedule 2.15, there is no action, suit,
inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i)
adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Security
or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company.
The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the Exchange Act or the Securities Act.


2.16   
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect.
None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the
Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement,
and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,
no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract
or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer
does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company
and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


2.17   
Compliance. Other than as set forth on Schedule 2.17, neither the Company nor
any Subsidiary: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of
its


 




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properties is bound (whether
or not such default or violation has been waived);


(ii)
is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been
in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 


2.18   
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective
businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to
result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any Material Permit.


 


2.19   
Title to Assets. The Company and the Subsidiaries have good and marketable title
in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and the Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have
been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii)
Liens held by the Holder. Any real property and facilities held under lease by the Company and the Subsidiaries are held
by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


2.20   
Intellectual Property. Other than as set forth on Schedule 2.20, the Company
and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as
described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure
to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Except as
set forth on Schedule 2.20 neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the
latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could


 




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not
have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


		2.21	Intentionally Omitted.



 


2.22    
Transactions With Affiliates and Employees. Other than as set forth on Schedule
2.22, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the
employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or
lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of
the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.


 


		2.23	Intentionally Omitted.



2.24   
Certain Fees. Other than as set forth on Schedule 2.24, no brokerage or finder's
fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.


 


2.25   
Investment Company. The Company is not, and is not an Affiliate of, and immediately
after receipt of payment for the Exchange Security, will not be or be an Affiliate of, an "investment company" within
the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will
not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.


 


2.26   
Registration Rights. Other than as set forth on Schedule 2.26 and the Transaction
Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of
the Company or any Subsidiaries.


 




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2.27   
Listing and Maintenance Requirements. Other than as set forth in Schedule 2.27,
the Company has not, in the 12 months preceding the date hereof, received notice from the OTC Markets or any other exchange or
quotation service on which the Common Stock is or has been listed or quoted (the "Trading Market") to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Other than as set forth
in Schedule 2.27, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be,
in compliance with all such listing and maintenance requirements.


 


2.28   
Application of Takeover Protections. The Company and the Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of
incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the
Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction
Documents, including without limitation as a result of the Company's issuance of the Exchange Security pursuant to the Exchange.


 


2.29   
Disclosure. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions
in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3 hereof.


 


2.30    
No Integrated Offering. Assuming the accuracy of the Holder's representations and warranties
set forth in Section 3, neither the Company, nor any
of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy


 




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any security, under
circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the
Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or
designated.


 


2.31    Solvency.
The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in Schedule 2.31,the SEC
Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness"
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of
indebtedness of others, whether or not the same, are, or should be, reflected in the Company's consolidated balance sheet (or
the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000
due under leases required to be capitalized in accordance with GAAP. Other than as set forth in Schedule 2.31, neither
the Company nor any Subsidiary is in default with respect to any Indebtedness.


2.32   
Tax Status. Except for matters that would not, individually or in the aggregate, have
or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all
United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required
by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision
reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company or of any Subsidiary know of no basis for any such claim.


2.33    
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge
of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: {i) directly
or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or
domestic political activity; (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from
corporate funds; (iii) failed
to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the
Company is aware) which is in violation of
law or (iv) violated in any material respect any provision of FCPA.







    	 	11	 



    	 



    

 





2.34   
No Disagreements with Accountants and Lawyers. There are no disagreements of any
kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers
formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers
which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents.


 


2.35   
Acknowledgment Regarding Holder's Exchange of the Note. The Company acknowledges
and agrees that the Holder is acting solely in the capacity of an arm's length party with respect to the Transaction Documents
and the transactions contemplated thereby.


 


2.36     
Regulation M Compliance. The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation
of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Security or the shares
of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, (ii) sold, bid for, purchased, or
paid any compensation for soliciting purchases of, any of the Exchange Security or the shares of Common Stock into which the Exchange
Security is convertible or exercisable, as applicable, or (iii) paid
or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.


 


2.37   
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to
the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject
to any


U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").


 


2.38   
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates
is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of
Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries
or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting
securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 




    	 	12	 



    	 



    

 


2.39    
Money Laundering. The operations of the Company and its Subsidiaries are and have
been conducted at all times in compliance with applicable fmancial record-keeping and reporting requirements of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations
thereunder (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


Section 3. Representations
and Warranties of the Holder. The Holder represents and warrants to the Company that:


 


3.1    
Ownership of the Note. The Holder is the legal and beneficial owner of the Note.
The Holder paid for the Note, and has continuously held the Note since its issuance or purchase. The Holder, individually or through
an affiliate, owns the Note outright and free and clear of any options, contracts, agreements, liens, security interests, or other
encumbrances.


 


3.2   
No Public Sale or Distribution. The Holder is acquiring the Exchange Security in
the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale
or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of
the Exchange Security or the shares of Common Stock into which such security is convertible, for any minimum or other specific
term and reserves the right to dispose of the Exchange Security and the shares of Common Stock into which such security is convertible
at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities
laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute,
or transfer any interest or grant participation rights in, the Note or the Exchange Security.


 


3.3   
Accredited Investor and Affiliate Status. The Holder is an "accredited investor"
as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period
of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an "affiliate"
of the Company (as defined in Rule 144) (an "Affiliate") or (c) a
"beneficial owner" of more than 10% of the Company's Common Stock (as defined for purposes of Rule 13d-3 of the Exchange
Act).


 


3.4   
Reliance on Exemptions. The Holder understands that the Exchange is being made in
reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that
the Company is relying in part upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the


 




    	 	13	 



    	 



    

 


availability of such exemptions and the eligibility
of the Holder to complete the Exchange and to acquire the Exchange Security.


 


3.5   
Information. The Holder has been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder
has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations
conducted by the Holder or its representatives shall modify, amend or affect the Holder's right to rely on the Company's representations
and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections
13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC's EDGAR site are available to the Holder, and the Holder
has not relied on any statement of the Company not contained in such documents in connection with the Holder's decision to enter
into this Agreement and the Exchange.


 


3.6   
Risk. The Holder understands that its investment in the Exchange Security involves
a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Security including, without limitation,
the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Security or any securities
into which the Exchange Security may convert will continue to be quoted, traded or listed for trading or quotation on the OTC Markets
or on any other organized market or quotation system.


 


3.7   
No Governmental Review. The Holder understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with
the Exchange or the fairness or suitability of the investment in the Exchange Security nor have such authorities passed upon or
endorsed the merits of the Exchange Security.


 


3.8   
Organization; Authorization. The Holder is duly organized, validly existing and in
good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and
perform its obligations under this Agreement.


 


3.9    
Validity; Enforcement. This Agreement has been duly and validly authorized, executed
and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against
the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation
by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Note) will
not result in a violation of the organizational documents of the Holder.


 




    	 	14	 



    	 



    

 


3.10   
Prior Investment Experience. The Holder acknowledges that it has prior investment experience,
including investment in securities of the type being
exchanged, including the Note and the Exchange Security, and has read all of the documents furnished or made available by the Company
to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative
nature of this investment.


 


3.11   
Tax Consequences. The Holder acknowledges that the Company has made no representation
regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation
of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax
advice regarding the Agreement and the Exchange.


 


3.12   
No Registration, Review or Approval. The Holder acknowledges, understands and agrees
that the Exchange Security is being exchanged hereunder pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities
Act.


 


Section
4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated
by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written
notice thereof:


 


		4.1	Delivery. The Holder shall have delivered to the Company the
Note.



 


4.2     
No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority
shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; and


4.3     
Representations. The accuracy in all material respects when made and on the applicable
Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein);


 


Section
5. Conditions Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated
by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the
Holder's sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written
notice thereof:


 


5.1     
No order of any court, arbitrator, or governmental or regulatory authority shall be in effect
which purports to enjoin or restrain any of the transactions contemplated by this Agreement;


 


5.2    
the representations and warranties of the Company (i) shall be true and correct in all material
respects when made and on the applicable Closing Date (unless as of a specific date therein) for such representations and warranties


 




    	 	15	 



    	 



    

 


contained
herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct
when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained
herein that are qualified by "materiality" or "Material Adverse Effect";


 


5.3    
all obligations, covenants and agreements of the Company required to be performed at or
prior to the applicable Closing Date shall have been performed; and


 


5.4    
from the date hereof to the relevant Closing Date, trading in the Company's common stock
shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Date, trading in securities
generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established
on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared
either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of
hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in,
any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase
the Exchange Security at the closing.


 


Section
6. Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period
of the Exchange Security may be tacked on the holding period of the Note, and the Company agrees not to a position contrary to
this Section 6.


 


Section
7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada,
without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another
jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from
or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents
to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application
to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New
York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party
at its or his address set forth below (and service so made shall be deemed "personal service") or by personal service
or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY
RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.


 


Section 8. Counterparts.This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and


 




    	 	16	 



    	 



    

 


shall
become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original, not a facsimile signature.


 


Section 9. Headings.The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


Section
10. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


Section
11. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.


 


Section
12. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder,
the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought.


 


Section
13. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally;


(b)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit
with an overnight courier service, in each case properly addressed to the party to receive the same.


 




    	 	17	 



    	 



    

 


The addresses and facsimile numbers for such communications
shall be:


 


If to
the Company:


 


Rocky Mountain
High Brands, Inc.


9101 LBJ Freeway #200


Dallas TX 75243


 


 


 


Attn: David M. Seeberger


If to the Holder:


GHS Investments, LLC


420 Jericho Turnpike, Suite 102


Jericho NY 11753


 


or to such other address and/or
facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each
other party five


(5) days prior to the effectiveness of such change.


 


Section
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Exchange Security. The Holder may assign some or all of its rights hereunder
without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such
assigned rights.


 


Section
15. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section
16. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections
2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.


 


Section
17. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


[Signature Page Follows]


 


 




    	 	18	 



    	 



    

 


 


IN
WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.


 





 


Rocky
Mountain High Brands, Inc.


 


By:
Michael Welch


Name:
Michael Welch


Title:
Chief Executive Officer


 


 


 


GHS
INVESTMENTS, LLC


 


By:
/s/ Mark Grober


Name:
Mark Grober


Title:
Member












    	 	19	 



    	 



    

  


EXHIBIT
A


 


e
Promissory Notes


 





	Principal	Interest	OID	Date



 


 


Cumulative
Total for Face Value and Interests: $


 







    	 	20	 



    	 



    

 


EXHIBIT
B


 


Form
of and Schedule of Security being Exchanged


 





	Promissory
    Note	$



 








    	 	21	 



    	 



    

 


SCHEDULES


 


Disclosure
Schedules to Exchange Agreement between GHS Investments LLC and ________. dated ________, 2020





 


 


[Company
to complete schedules]





 






    	 	22