Amendment to Secured Promissory Note with GHS Investments, LLC dated December 31, 2019
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").
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|
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