Amendment to Secured Promissory Note with GHS Investments, LLC dated November 27, 2019
AMENDMENT TO SECURED PROMISSORY NOTES
This Amendment to those certain Secured Promissory Notes listed below (this "Amendment") is effective as of as of November 27, 2019, and is entered into by and between Rocky Mountain High Brands, Inc., a Nevada corporation (hereinafter called the "Company"), and GHS Investments, LLC, a Nevada limited liability company (the "Holder").
WITNESSETH:
WHEREAS, the Company has issued the Holder the following Secured Convertible Promissory Notes (collectively, the "Notes"):
| Issue Date | Original Face Amount | Due Date |
| July 24, 2018 | $157,500 | Apr 24, 2019 |
| August 13, 2018 | $157,500 | May 13, 2019 |
| August 30, 2018 | $105,000 | May 30, 2019 |
| November 2, 2017 | $250,000 | November 2, 2018 |
| September 14, 2018 | $131,500 | Jun 14, 2019 |
| September 28, 2018 | $55,000 | Jun 28, 2019 |
| October 12, 2018 | $52,500 | Jul 12,2019 |
; and
On May 6, 2019 the Due Dates on the Notes were extended as follows:
| Issue Date | Original Face Amount | Extended Due Date |
| July 24, 2018 | $157,500 | December 1, 2019 |
| August 13, 2018 | $157,500 | January I, 2020 |
| August 30, 2018 | $105,000 | February 1, 2020 |
| November 2, 2017 | $250,000 | February 1, 2020 |
| September 14, 2018 | $131,500 | March 1, 2020 |
| September 28, 2018 | $55,000 | March 1, 2020 |
| October 12, 2018 | $52,500 | April 1, 2020 |
WHEREAS , the Parties desire to amend Maturity Date of the above referenced Secured Promissory Note in the original face amount of $157,500, original issue date of July 24, 2018 and extended due date of December 1, 2019 ("Extended Note"), and only that Note;
NOW, THEREFORE, in consideration of the foregoing and of the promises, agreements, representations, warranties, and covenants herein contained, the Company and the Holder hereby agree as follows:
1. The Maturity Date of the Extended Note is hereby extended to July 24, 2020. Additionally, Article I of the Extended Note, Conversion Rights, at l.1(b), the Conversion Price shall be amended to be $0.03 per share.
2. As additional consideration for the above extension, the Company shall execute and deliver to Holder contemporaneously herewith a Secured Promissory Note in the amount of $31,000, payable on or before September 1, 2020.
3. All other terms and conditions under the Notes not otherwise amended, modified or affected by this Amendment or the May 6, 2019 Amendment shall continue to be in effect and bind the Company and the Holder. Furthermore, all other terms contained in the May 6, 2019 Amendment, including but not limited to the amendment of Conversion Price, the Notes or this Amendment, may only be modified with prior written agreement from both the Holder and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of November 27, 2019.
GHS Investments, LLC
By: /s/ Mark Grober
Mark Grober, Member
Rocky Mountain High Brands, Inc.
By: /s/ Michael R. Welch
Michael R. Welch, President & CEO
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