AMENDMENT
TO SECURED PROMISSORY NOTE


 


This
Amendment to those certain Secured Promissory Notes listed below (this "Amendment") is effective as of as of December
31, 2019, and is entered into by and between Rocky Mountain High Brands, Inc., a Nevada corporation (hereinafter called the "Company"),
and GHS Investments, LLC, a Nevada limited liability company (the "Holder").


 


WITNESSEIB:


 


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


 


	Issue
    Date	Original
    Face Amount	Due
    Date
	July
    24, 2018	$157,500	Apr
    24, 2019
	August
    13, 2018	$157,500	May
    13, 2019
	August
    30, 2018	$105,000	May
    30, 2019
	November
    21 2017	$250,000	November
    2, 2018
	September
    14.. 2018	$131,500	Jun
    14. 2019
	September
    28, 2018	$55,000	Jun
    28, 2019
	October
    121 2018	$52,500	Jul
    12,2019


 


;
and


 


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


 


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


 


 


WHEREAS,
the Parties desire to amend Maturity Date of the above referenced Secured Promissory Note in the original face amount of$157,500,
original issue date of August 13, 2018 and extended due date of January 1, 2020 ("Extended Note"), and only that
Note;


 


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


		1.	The
                                         Maturity Date of the Extended Note is hereby extended to August 13, 2020.



 


		2.	Section
                                         1.1(c) which reads as follows:



 




    	 



    	 



    

 


"Conversion
Price. At any time after 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$0.008 per share (the "Conversion Price"). 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 $0.009 for any two (2) consecutive trading days
, then the Conversion Price shall be adjusted to $0.005 per share for any remaining amounts due and owing hereunder. In addition
, for as long as the Company is not in Default under the terms of this Note , the
Holder shall not, on any individual trading day, sell an amount of shares of common
stock received upon conversion of all Notes issued by the Company to the Holder that
is in excess of fifteen percent (15%) of the total trading volume for such trading day."


 


Is
hereby amended to read as follows:


 


"Conversion Price. At any time after 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 "Conversion Price " ). 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 $ 0.03 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."


 


3.                 
As additional consideration for the above extension, the Company shall execute and
deliver to Holder contemporaneously herewith a Secured Promissory Note in the amount of $31,000,
payable on or before September 30, 2020.


 


4.                  
All other terms and conditions under the notes not otherwise amended, modified or affected
by this Amendment or the May 6 2019 Amendment shall continue to be in effect and bind
the Company and the Holder. Furthermore , all other terms contained in the May 6, 2019
Amendment, including but not limited to the amendment of Conversion Price , the Notes
or this Amendment, may only be modified with prior written agreement from both the Holder and the Company.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
effective as of December 31, 2019.


 


 


GHS Investments,
LLC


 


 


By: /s/ Mark Grober


Mark Grober, Member


 


 


Rocky Mountain High
Brands, Inc.


 





By: /s/ Michael R. Welch


Michael R. Welch, President
& CEO