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:	$169,539.04
	 	Original Issue Date:	May 16, 2019
	 	Issue Date:	March 13, 2020
	 	Maturity Date: 
	December 13, 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 $169,539.04 by December
13, 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 is being issued in lieu of and in exchange for that certain Convertible Promissory Note
dated May 16, 2019.


 


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 Yorkareauthorizedorrequiredbylaworexecutiveordertoremainclosed.
Each capitalized term


 




    	 		 



    	 



    

 


used
herein, and not otherwise defined, shall have the meaning ascribed thereto in the supporting documents of same date (attachedhereto).


 


This
Note is free from all truces, 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
                                                                                                                                "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 $0.04 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















    	 	2	 



    	 



    

 


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. For so 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: 15% of the total trading volume in U. S. Dollars for such trading day
if the daily trading volume is greater than $100,000.00, 30% if the daily trading volume is between $50,000.00 to


$99,999.00,
40% if the daily trading volume is between $25,000.00 to $49,999.00, 60% if the daily trading volume is between $12,500.00 to $24,999.00,
and 75% if the daily trading volume is below $12,500.00.For purposes of the foregoing trading restrictions, daily trading volume
shall be the calculated off of the trading volume for the trading day which immediately precedes the relevant date.


 


 





 


 


12                
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 outstandingNotes.


 


The
Company (i) acknowledges that it will irrevocably instruct its transfer agentto
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 thisNote.


 


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.


 


		13	Method ofConversion.



 


(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 Yorktime).


 


		(b)	Surrender of Note Upon Conversion. Notwithstanding anything to
the contrary



 




    	 	3	 



    	 



    

 


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
facehereof.


 


(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 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 beenpaid.


(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 suchdate.


 




    	 	4	 



    	 



    

 


(f)
DeliveryofCommonStockby 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 Secwities 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 toDeliverCommonStockPrior 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 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 ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACTOF1933,ASAMENDED,ORAPPLICABLESTATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION


 




    	 	5	 



    	 



    

 


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 REGISTRATIONIS NOT REQUIRED UNDER SAID ACTOR(Il)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THEFOREGOING, THE SECURITIES MAY BE PLEDGED  IN CONNECTIONWITH 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 thisnote.


 


15       Effect
of CertainEvents.


 


(a)                    
Effect otMerger,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 l .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


 




    	 	6	 



    	 



    

 


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-oft)) (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 suchDistribution.


 


(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 ornot.


 


(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 PurchaseRights.


 


(fJ
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


 




    	 	7	 



    	 



    

 


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 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


 




    	 	8	 



    	 



    

 


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
shall 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 thedatehereof 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 ofdisposition.


 


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 orotherwise.


 


3.2               
Conversionand 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
hindersitstransferagentfromremoving)anyrestrictivelegend(ortowithdrawanystoptransferinstructionsin 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


 




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failure
shall continue uncured (or any written announcement, statement or threat not to honor its obligations shallnotberescindedinwriting)forthree(3)businessdaysaftertheHoldershallhavedeliveredaNoticeofConversion.
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
RightsAgreement.


 


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 RightsAgreement.


 


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 beappointed.


 


3.6                
Judgments. Any money judgment, writ or similar process shall be entered or filed
againsttheCompanyoranysubsidiaryoftheCompanyoranyofitspropertyorotherassetsformorethan


$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 theCompany.


 


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 ExchangeAct.


 


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


 


3.11                                  
Cessation of Operations. Any cessation of operations by Company or Company admitsitisotherwisegenerallyunabletopayitsdebtsassuchdebtsbecomedue,provided,however,thatany
disclosure


 




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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 becomedue.


 


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 thefuture).


 


3.13                                  
FinancialStatementRestatement. 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 supportingdocuments.


 


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


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 theCompany.





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.



 




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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
OBLIGATIONSHEREUNDER,ANAMOUNTEQUALTO:(Y)THEDEF AULTSUM(ASDEFINEDHEREIN); 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 to Sections 1.3 and l .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 inequity.


 


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


 




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right, power or privileges.
All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwiseavailable.


 


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


 


 


If to the Holder:


 


GHS Investments, LLC.


420 Jericho TpkeSuite102


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 itssuccessorsand 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 CompanyshallpaytheHolderhereofcostsofcollection,includingreasonableattomeys'fees.


 


4.6               
GoverningLaw.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


 




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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 otherjurisdiction.


 


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 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 CommonStock.


 


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 samedate.


 


4.9              
Notice ofCorporateEvents.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,


 




    	 	14	 



    	 



    

 


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 ot her 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.


 


 


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





 






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