Amendment to Promissory Notes
AMENDMENT TO SECURED PROMISSORY NOTES
This Amendment to those certain Secured Promissory Notes listed below (this “Amendment”) is effective as of as of May 6, 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 | June 1, 2019 |
| 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
WHEREAS, the Parties desire to amend the Notes to adjust the Conversion Price and Maturity Date for each,
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. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Notes and corresponding Securities Purchase Agreements:
2. The “Conversion Price” term in each of the Notes, as set forth in Section 1.1 thereof, shall be amended to read as follows:
“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 $0.05 per share, (the "Conversion Price"). In addition, 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 fifteen percent (15%) of the total trading volume for such trading day.”
3. The Maturity Date of each of the Notes is hereby 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 |
4. All other terms and conditions under the Notes not otherwise amended, modified or affected by this Amendment shall continue to be in effect and bind the Company and the Holder. 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 May 6, 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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