0001663577-20-000201.txt : 20200709 0001663577-20-000201.hdr.sgml : 20200709 20200708175525 ACCESSION NUMBER: 0001663577-20-000201 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 115 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200709 DATE AS OF CHANGE: 20200708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rocky Mountain High Brands, Inc. CENTRAL INDEX KEY: 0001670869 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 900895673 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55609 FILM NUMBER: 201019125 BUSINESS ADDRESS: STREET 1: 9101 LBJ FREEWAY, SUITE 420 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 972-833-1584 MAIL ADDRESS: STREET 1: 9101 LBJ FREEWAY, SUITE 420 CITY: DALLAS STATE: TX ZIP: 75243 10-K 1 rmhb10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended December 31, 2019
   
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   
For the transition period from _________ to ________

 

 

Commission File Number: 000-55609

 

Rocky Mountain High Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   90-0895673
(State or other jurisdiction of  incorporation or organization)  

(I.R.S. Employer

Identification No.)

 

9101 LBJ Freeway, Suite 420, Dallas, TX 75243

(Address of principal executive offices) (Zip code)

 

(800)-260-9062

(Registrant’s telephone number, including area code)

 
 

Securities registered under Section 12(b) of the Act:

Not Applicable

 

 

None

(Title of each class)

N/A

(Name of Exchange on which registered)

         

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

 

[  ] Large accelerated filer [  ] Accelerated filer
[  ] Non-accelerated filer [X] Smaller reporting company
[X] Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $10,897,999 as of June 30, 2019, using the closing price of $0.10 per share.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 284,451,184 of as of July 6, 2020.

 

 1 

 

 

TABLE OF CONTENTS

 

  PART I  
    Page
     
Item 1. Business Overview 3
Item 1A. Risk Factors 9
Item 2. Properties 9
Item 3. Legal Proceedings 10
Item 4. Mine Safety Disclosures 11
     
PART II

 

Item 5. Unregistered Sales of Equity Securities and Use of Proceeds Between November 17, 2018 and March 30, 2019 11
Item 6 Selected Financial Data 13
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 22
Item 8. Financial Statements and Supplementary Data 22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 23
Item 9A. Controls and Procedures 23
Item 9B Other Information 23
     
PART III
     
Item 10. Directors, Executive Officers and Corporate Governance 24
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30
Item 13. Certain Relationships and Related Transactions, and Director 31
Item 14. Principal Accounting Fees and Services 32
     
PART IV
   
Item 15. Exhibits, Financial Statement Schedules  33

       

 

EXPLANATORY NOTE

 

On March 30, 2020, Rocky Mountain High Brands, Inc. (the “Company”) filed a Current Report on Form 8-K, and is filing this Annual Report on Form 10-K, in reliance on the Order of the Securities and Exchange Commission dated March 4, 2020, as modified March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934 modifying exemptions from the reporting and proxy delivery requirements for public companies (Release No. 34-22465).

 

Dallas County, Texas, where the Company is headquartered, issued an order requiring all individuals anywhere in Dallas County to remain at home, with the sole exception of essential business and government services. As a result of this and other disruptions caused by the Covid-19 pandemic, the preparation of the Company’s Annual Report, including its financial statements, was delayed. Certain Company officers and management, as well as professional staff, were unable to conduct the work required to prepare and file the Company’s financial report for the year ended December 31, 2019 on a timely basis.

 

 2 

PART I

 

When used in this Annual Report, unless otherwise indicated, the terms “the Company,” “RMHB,” “we,” “us,” and “our” refers to Rocky Mountain High Brands, Inc. and/or its subsidiaries. All references in this report to “$” or “dollars” are to United States dollars, unless specifically stated otherwise.

Forward-Looking Statements

This Annual Report contains forward-looking statements that reflect our current views about future events. We use the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “will,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal,” or the negatives of such terms or other similar expressions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Item 1. Business Overview

 

Rocky Mountain High Brands, Inc. is a Nevada corporation. RMHB currently operates through its parent company, four wholly-owned subsidiaries, one majority-owned subsidiary, and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes:

 

·Rocky Mountain High Brands, Inc., an active Nevada corporation (Parent)

 

·Wellness For Life Colorado, Inc. (“WFLC”) (f/k/a Rocky Mountain Hemp Company and Wellness For Life, Inc.), an active Colorado corporation (Subsidiary)

 

·Rocky Mountain Productions, Inc. (“RMPI”), an active Nevada corporation (Subsidiary)

 

·Eagle Spirit Land & Water Company (“Eagle Spirit”), an active Oklahoma corporation (Subsidiary)

 

·Rocky Mountain High Water Company, LLC (“WaterCo”), an active Delaware limited liability company (Subsidiary)

 

·FitWhey Brands Inc. (“FitWhey”), an active Nevada corporation (Subsidiary)

 

·Sweet Rock, LLC (“Sweet Rock”), an active Michigan limited liability company (Subsidiary)

 

·Rocky Mountain High Clothing Company, Inc., an inactive Texas Corporation (Subsidiary)

 

·Smarterita, LLC, an inactive Texas limited liability company (Subsidiary)

 

RMHB is a consumer goods company that specializes in the developing, manufacturing, marketing, and distributing high-quality, health conscious, hemp oil and hemp extract-infused products that span various categories including beverage, food, fitness, skin care, and more. RMHB also markets a naturally high alkaline spring water as part of our brand portfolio. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (“THC”), the psychoactive constituent of cannabis. Recently, through a newly created subsidiary of RMHB, Rocky Mountain Productions, Inc., the Company acquired a bottling and canning facility and is now also in the business of canning both its own beverages as well as canning beverages for other customers.  Furthermore, as a result of equipment included in the acquisition of the facility, RMHB is also in the business of bottling hand sanitizer.  Because of   the demand resulting with the COVID-19 pandemic, RMHB anticipates continuing in the bottling of hand sanitizer for the foreseeable future.   

 

In March 2018, the Company launched the HEMPd brand with gummies, water soluble drops, capsules, tinctures, lotions, and salves. The Company introduced four flavors of HEMPd CBD-infused waters in 12 oz. cans in November 2018 and sold those beverages in carbonated and non-carbonated offerings in 2019.

 

 3 

 

In July 2018, the Company acquired the assets of BFIT Brands, LLC and formed a new subsidiary, FitWhey Brands LLC. FitWhey marketed a line-up of five water-based protein drinks that include caffeine and B vitamins. In August 2019 management determined the Company would suspend the production of FitWhey branded products until it develops a related hemp or CBD-infused product.

 

On June 12, 2019 the Company organized Sweet Rock, LLC (“Sweet Rock”), a 51% owned company, with Sweet Ally, Inc. Sweet Rock will manufacture and market CBD-infused chocolates, hard candies, and baked goods for distribution in the United States.

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle products, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles.

  

RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

 

Corporate History

 

Rocky Mountain High Brands Inc. October 23, 2014 to present – Articles of Amendment filed with the State of Nevada

 

f/k/a Totally Hemp Crazy Inc. July 17, 2014 to October 23, 2014 – Articles of Amendment filed with the State of Nevada

 

f/k/a Republic of Texas Brands Incorporated November 2011 to July 17, 2014 – Articles of Amendment filed with the State of Nevada

 

f/k/a Legends Food Corporation May 2011 to November 2011 – Articles of Amendment filed with the State of Nevada

 

f/k/a Precious Metals Exchange Corp. – Articles of Amendment filed with the State of Nevada on December 23, 2008

 

f/k/a Stealth Industries, Inc. – Articles of Amendment filed with the State of Minnesota on October 25, 1999 (name change). Articles of Incorporation filed with the State of Nevada on October 30, 2000 (Change of Domicile; Merger with Stealth Industries, Inc. (Minnesota)

 

f/k/a Assisted Living Corporation – Articles of Amendment filed with the State of Minnesota on November 3, 1993 (name change) f/k/a Electric Reel Corporation of America, Inc. -- Articles of Incorporation filed with the State of Minnesota on August 15, 1968

 

Acquisitions

 

FitWhey Brands Inc. (acquisition of the assets of BFIT Brands, LLC)

 

In July 2018, the Company purchased the assets of BFIT Brands, LLC, an Arizona-based company. The acquired assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack. The Company paid $230,438 including common stock issued to the owners of BFIT of $75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000 to be paid to the owners of BFIT over time based on 5% of net sales of FitWhey products. The acquisition included $98,297 of assets including cash, accounts receivable, inventory, and prepaid production costs and $132,141 of intangible assets, including the FitWhey software, trademark, formulas, and goodwill.

 

In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products until it develops a related hemp or CBD-infused product. As a result, the Company fully impaired the intangible assets related to its purchase of FitWhey. This resulted in an impairment charge of $118,066 for the year ended December 31, 2019.

 

 4 

 

Raw Pharma, LLC (acquisition of certain assets of Raw Pharma, LLC)

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility is located in Plano, Texas and has the capability to can and bottle products, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles.

 

 Trademarks Related to Our Business

 

•     Rocky Mountain High

•     HEMPd

•     HEMPFIT

•     Smarterita

•     Totally Hemp Crazy

•     Blue Leaf

•     Rock the Road Trip

•     Eagle Spirit

•     Eagle Paa

•     FitWhey

 

Current Product Offerings

The Company’s Wellness For Life Colorado, Inc. subsidiary currently markets the following lineup of CBD-infused products under the HEMPd brand:

 

  •

CBD-Infused Waters – The Company’s initial production run of CBD-Infused waters consisted of 12 oz. cans each containing 5mg of CBD. The Company has since raised the CBD content to 20mg per can in its subsequent production runs. The Company currently markets four flavors of carbonated and non-carbonated HEMPd CBD-Infused waters.

 

  •

Gummies – Each bottle contains 30 gummies containing 25mg of full plant hemp extract in assorted flavors. Gummies are made to be chewed and ingested for absorption for hemp absorption.

 

  •

Water Soluble Concentrate– Each bottle contains 1,500mg of full plant hemp extract. Consumers place approximately 8 drops of this water-soluble concentrate in 12-16 oz. of water for a daily dose of hemp.

 

  •

Tinctures – Each bottle contains 300mg of full plant hemp extract. Consumers place these drops under their tongue.

 

  •

Triple Relief Salve – Each jar contains 250mg of full plant hemp extract. The salve is used directly on skin for pain relief in muscles, bones and joints.

 

  •

Serenity Hemp Lotion – Each bottle contains 250mg of full plant hemp extract. Lotion is meant to be applied to any part of the skin for absorption into your body.

 

 5 

 

Under its Rocky Mountain High Brands name, the Company marketed a lineup of five hemp-infused 16 oz. beverages in 2017 and 2018, including:

 

  • Naturally Flavored Citrus Energy Drink – A citrus energy drink that contains 100mg of hempseed extract and is complemented with ginseng and guarana extract, caffeine and other ingredients

 

  • Naturally Flavored Mango Energy Drink – A mango energy drink that contains 100mg of hempseed extract and is complemented with ginseng and guarana extract, caffeine and other ingredients.

 

  • Low Calorie Coconut Energy Lime – A low-calorie coconut lime energy drink that contains 100mg of hempseed extract and is complemented with ginseng and guarana extract, caffeine and other ingredients.

 

  • Naturally Flavored Lemonade – A lemonade drink that contains 100mg of hempseed extract and is complemented with ginseng extract and other ingredients.

 

  • Naturally Flavored Black Tea – A black tea drink that contains 100mg of hempseed extract and is complemented with black tea and ginseng extract and other ingredients.

 

RMHB sold its remaining inventory of these products in March 2019.

 

Our Eagle Spirit Land and Water Company currently markets its naturally high alkaline spring water in two sizes: a 500ml (16.9 oz.) plastic bottle sold in cases of 24 and a 10-liter (2.64-gallon) Bag in a Box product. The Company also previously sold a 1-liter bottle in cases of 12.

 

Private Label

 

CBD Life

 

In December 2017, the Company executed a three-year Master Manufacturing Agreement with CBD Alimentos SA de CV (“CBD-Alimentos”), a Mexican food and beverage distributor. Under the agreement (as amended), CBD Alimentos, through its sister company, CBD Life, will be our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn, we will be CBD Life’s exclusive supplier of such products. The beverages supplied to CBD Life will be private label products made to order for CBD Life, and we will cooperate on laboratory and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement, RMHB opened a separate operating bank account for all deposits made by CBD Life towards the purchase of ingredients and packaging. CBD Life is required to maintain a positive cash balance in the account at all times. The Company will have full unilateral authority to disburse funds from the bank account to vendors, suppliers, co-packers and the Company solely for the purposes of production and the Company’s margin on the sale. CBD Life’s initial purchase order, including a deposit of $466,300 was received in December 2018. The Company completed and delivered its initial production run of three flavors in December 2019.

 

Green Lotus

 

On February 21, 2019 the Company entered into a Beverage Manufacture and Supply Agreement with Texas Wellness Center, LLC, (“TWC”)(a subsidiary of GL Brands, Inc.) a marketer and distributor of hemp and CBD products under the “Green Lotus” brand. Under the agreement, the Company was named the exclusive supplier to TWC for CBD-infused beverages for the Green Lotus brand. In September 2019, the Company completed its initial 200,000 can production run and delivery of the Green Lotus branded beverages. In late 2019, TWC informed the Company that some of the cans developed leaks and were unsaleable. In May 2020, the Company agreed to a settlement and release agreement whereby the Company agreed to issue common stock to TWC in exchange for mutual releases.

 

Upcoming Product Offerings

 

In May 2020 the Company began producing hand sanitizer at its newly acquired facility in Plano, Texas.

 

The Company plans to continually update and improve its product offerings in accordance with consumer demand, changes in federal and local regulations, and internal research and development. Ongoing research and development costs are not expected to be material.

 

 6 

 

Sales Channels

 

The Company sells its company-branded products to retailers, distributors, and online directly to consumers via the Company’s websites www.HEMPd.com and www.EagleSpiritWater.com and Amazon and its non-company branded products to private label customers.

 

For the year ended December 31, 2019, sales by channel were 70% online, 13% distributor, 10% private label, and 7% retailer compared to 67% online, 21% distributor, and 12% retailer for the year ended December 31, 2018.

 

Outsourced Production and Storage Services

 

Through early 2018, Blues City Brewery, LLC (“Blues City”) in Memphis, Tennessee, a subsidiary of City Brewing Company, LLC, completed all beverage production and canning. The Company completed its last production run with Blues in 2018.

 

On January 9, 2019 the Company executed an agreement with Optimus Fulfill LLC (“Optimus”) in Coppell Texas to co-pack beverages. The Company did not complete any production runs with Optimus before Optimus filed for bankruptcy protection in 2019.

 

Since mid-2019, the Company has utilized Raw Pharma, a Plano, Texas-based canning facility for its 12 oz. and 16 oz. canned beverage products. On April 30, 2020 the Company purchased certain assets of Raw Pharma and agreed to assume Raw Pharma’s facility sublease. This facility is expected to provide enough beverage and hand sanitizer manufacturing capacity for the foreseeable future. The Company plans to utilize a portion of the space at this facility for the storage of ingredients, packaging, and finished goods, thereby eliminating or reducing the need to rent other storage space from third parties.

   

The Company utilizes numerous vendors for its nutraceutical products and to collaborate on product formulation. All formulas developed for the Company through outside vendors are the property of the Company.

 

The Company rents storage space from various third parties on a month-to-month basis.

 

Our naturally high alkaline spring water is cold-filtered and packaged by a third-party water processor, Water Event Pure Water Solutions (“Water Event”).

 

Regulatory Requirements

 

We are subject to numerous federal, state, local, and foreign laws and regulations, including those relating to: 

  • The production of beverages and other related products;
  • The preparation and sale of beverage;
  • Environmental protection;
  • Interstate commerce and taxation laws; and
  • Workplace and safety conditions, minimum wage and other labor requirements

 

The Company’s hemp and CBD products are derived from industrial hemp, not marijuana. There is a clear scientific distinction between the two plants: The Company’s products contain less than 0.3% tetrahydrocannabinol (“THC”), the psychoactive compound found in marijuana. (Most marijuana contains over 10% THC). There is also a clear legal distinction between the two plants. While marijuana is illegal under U.S. federal law, the industrial hemp used in our products is 100% legal at the federal level. It is grown under a duly licensed state agricultural pilot program conducted by the Colorado Department of Agriculture, as authorized by the 2014 U.S. Farm Bill. The Farm Bill explicitly exempts hemp products from the definition of “marijuana” and explicitly exempts hemp products from the purview and regulation of the Controlled Substances Act. Furthermore, the 2016 Omnibus Appropriations Act specifically instructs federal agencies not to interfere with the transport or sale of pilot program hemp products such as the ones sold by the Company. The 2018 Farm Bill specifically removed hemp from Schedule 1 of the Controlled Substances Act. The law also prohibits states from interfering with the transportation of hemp and hemp products from one state to another. 

 7 

 

Our beverage products are not subject to direct FDA approval as the FDA does not perform review testing or approval of food, beverages or dietary supplements. The FDA requires that we manufacture our products in commercial manufacturing facilities that are annually audited to ensure that they pass inspection based on Good Manufacturing Practices for food safety. 

Employees and Independent Contractors

 

The Company currently has three officers and two non-officer employees. The Company uses independent contractors, when necessary, to support operational or back-office functions.

 

Implications of Emerging Growth Company Status

 

As a company with less than $1 billion in revenue in our last fiscal year, we are defined as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act. We will retain “emerging growth company” status until the earliest of:

 

  • The last day of the fiscal year during which our annual revenues are equal to or exceed $1 billion;

 

  • The last day of the fiscal year following the fifth anniversary of our first sale of common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, which we refer to in this document as the Securities Act;

 

  • The date on which we have issued more than $1 billion in nonconvertible debt in a previous three-year period; or

 

  • The date on which we qualify as a large accelerated filer under Rule 12b-2 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., an issuer with a public float of $700 million that has been filing reports with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act for at least 12 months).

 

  • As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to SEC reporting companies. For so long as we remain an emerging growth company we will not be required to:

 

  • Have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Wall Street Reform and Consumer Protection Act of 2002;

 

  • Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

  • Submit certain executive compensation matters to stockholder non-binding advisory votes;

 

  • Submit for stockholder approval golden parachute payments not previously approved;

 

  • Disclose certain executive compensation related items, as we will be subject to the scaled disclosure requirements of a smaller reporting company with respect to executive compensation disclosure; and

 

  • Present more than two years of audited financial statements and two years of selected financial data in a registration statement for our initial public offering of our securities.

 

 8 

 

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of The JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates. Section 107 of the JOBS Act provides that our decision to opt into the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Because the worldwide market value of our common stock held by non-affiliates, or public float, is below $75 million, we are also a “smaller reporting company” as defined under the Exchange Act. Some of the foregoing reduced disclosure and other requirements are also available to us because we are a smaller reporting company and may continue to be available to us even after we are no longer an emerging growth company under the JOBS Act but remain a smaller reporting company under the Exchange Act. As a smaller reporting company we are not required to:

 

  • Have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

 

  • Present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K and present any selected financial data in such registration statements and annual reports.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item. Please see our Registration Statement on Form S-1/A filed June 12, 2019 to review our current risk factors.

 

Item 2. Properties

 

At present, we do not own any real property. As of December 31, 2019, we leased approximately 7,000 square feet of office space for our corporate offices. Our lease period began on September 1, 2016 and terminated on August 31, 2019. Payments under the lease are as follows:

 

Lease Period  Base Rent (monthly)
 9/1/2016 to 8/31/2017   $7,715.00
 9/1/2017 to 8/31/2018   $7,972.17
 9/1/2018 to 8/31/2019   $8,229.33

 

On September 5, 2019 the Company executed a six-month extension of its corporate office lease at $8,065 per month plus common area maintenance. The lease expired on February 29, 2020.

 

On February 28, 2020 the Company executed a six-month extension of its corporate office lease. The lease includes new space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

 

On January 18, 2018, WFLC entered into a 12-month office use agreement for office space in Denver, Colorado. Monthly payments were $91. The lease automatically renews for 12 months each January. Monthly payments in 2019 were $101.

 

The Company leases the following warehouse space on a month-to-month basis:

 

  • Legendz Way Distribution Solutions, Grand Prairie, Texas – We lease space on a month-to-month basis for both CBD-infused beverages and spring water.

 

Our monthly rent varies depending on how much inventory is stored. Inventory levels fluctuate based on production and sales.

 

In April 2020 the Company executed an agreement to purchase certain assets from Raw Pharma, LLC (“Raw Pharma”). The agreement included the sublease of Raw Pharma’s production facility. The Company plans to utilize a portion of the space at this facility for the storage of ingredients, packaging, and finished goods, thereby eliminating or reducing the need to rent other storage space from third parties.

  

 9 

 

Item 3. Legal Proceedings

 

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C, now Lyonpride Music LLC v Rocky Mountain High Brands, Inc., Before the American Arbitration Association, 01-18-0003-1428.

 

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. Lyonpride sought monetary damages from the Company for breach of contract and the Company sought monetary damages against Lyonpride. The parties have settled the matter and are in the process of finalizing settlement documents. The settlement documents have had to be modified because of the Covid 19 issue as a portion of the settlement relates to performance by Lyonpride and the scheduling of the performance has had to be extended.

 

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

The Company sought the return of the Series A Preferred Stock (“Series A”) issued to Jerry Grisaffi (“Grisaffi”), RMHB’s former Chairman of the Board. The Company further alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself.

On August 30, 2018, the Trial Court in the 192nd District Court of Dallas County, Texas entered a final judgment in the Company’s favor and against Grisaffi in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock. The Court further voided ab initio the Series A Preferred Shares. The Court further ruled that Grisaffi take nothing by his counterclaims in the case.

 

In The Court Of Appeals For The Fifth District Of Texas Dallas, Texas, Jerry Grisaffi, Appellant v. Rocky Mountain High Brands, Inc, f/k/a Republic of Texas Brands, Inc., Appellee, No. 05-18-01020-CV.

 

Grisaffi appealed the Judgment described above. The Court of Appeals affirmed in part and reversed in part the Judgment and remanded it to the trial court for the purpose of the Company electing its remedy. The Company has elected its remedy of the $3,500,000 judgment against Grisaffi. Grisaffi has again appealed this matter. On November 19, 2019, Grisaffi filed a chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas, Case No. 19-33855-sgj. The Company has filed an Adversary Proceeding to deny Grisaffi the ability to discharge the judgment and has filed a motion to remove Grisaffi as the debtor in possession or to convert the case to a Chapter 7. The case has been converted by the Bankruptcy Court to a Chapter 7 case.

 

Dallas County Texas, Case Number DC-18-13491. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

This is the surviving case of the above case, having been severed on September 12, 2018. In this case, on August 12, 2019 the Court entered as Final Judgment, against Lily Li and LSW, holding that all Series A Preferred Shares in RMHB, including the shares issued to Grisaffi and later sold by him to LSW evidenced by Stock Certificate N0. 604 issued by RMHB, to LSW Holdings LLC in the amount of 1,000,000 shares, were void ab initio, and any potential rights thereunder were terminated. The Court further entered joint and several judgments against Lily Li and LSW Holdings LLC for $3,500,000, which was also joint and several with the Final Judgment against Grisaffi. This Final Judgment against Lily Li and LSW Holdings, LLC is final for all purposes and was not appealed. The Company plans to outsource the collection of this Judgment. The remaining Defendants settled with the Company by either returning shares of stock in the Company or paying a settlement sum to the Company which totaled $200,000. Other than collection of the Judgment this matter has been finalized.

 

Rocky Mountain High Brands, Inc. v La Dolce Vita Trust and Christine Guthrie, In Her Capacity As Trustee, In The 382nd District Court of Rockwall County, Texas, Cause No. 1-18-1608.

 

 10 

 

This is a case whereby the Company is attempting to collect on the Judgment obtained against Grisaffi. More specifically the Company is requesting the Court to order the La Dolce Vita Trust to turnover fraudulently transferred assets and for additional relief necessary to enforce the Company’s judgment against Grisaffi. Grisaffi is attempting to stay this case with his bankruptcy, the Company will seek an order from the Bankruptcy Court to continue in this case, or will work in conjunction with the Trustee appointed in the Chapter 7 case on this matter

 

Chet – 5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc., Supreme Court of the State of New York, County of Ulster, Case No. 18-4416.

 

The Plaintiff sued the Company, seeking $21,000 in damages for breach of contract. The Company contested that claim in its entirety and filed a counterclaim against the Plaintiff for an unspecified amount of damages. The parties have settled this matter.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

PART II

 

Item 5. Unregistered Sales of Equity Securities and Use of Proceeds Between November 19, 2019 and June 1, 2020:

 

Date Name Shares Issued Issue Price Description Exemption
11/26/2019 GHS Investments 3,012,473  $     0.026 Shares Sold Rule 506
12/10/2019 GHS Investments 1,090,974          0.017 Shares Sold Rule 506
1/14/2020 GHS Investments 3,980,411         0.030 Note Payable Conversion Rule 506
3/17/2020 GHS Investments 3,156,673         0.020 Note Payable Conversion Rule 506
3/20/2020 Charles Smith 500,000         0.020 Preferred Stock Conversion Rule 506
3/20/2020 Charles Smith 4,895,286         0.020 Services Rendered Section 4(2)
3/20/2020 John Kuhlke 802,700         0.020 Services Rendered Section 4(2)
3/31/2020 GHS Investments 5,300,000          0.010 Note Payable Conversion Rule 506
4/8/2020 Eagle Processing & Distribution 50,000,000          0.021 Services Rendered Section 4(2)
4/13/2020 Michael Welch 7,000,000          0.017 Services Rendered Section 4(2)
4/13/2020 David Seeberger 7,000,000          0.017 Services Rendered Section 4(2)
4/13/2020 Jens Mielke 7,000,000          0.017 Services Rendered Section 4(2)
4/13/2020 Dean Blythe 750,000          0.017 Services Rendered Section 4(2)
4/13/2020 Kathy Fernandez 250,000          0.017 Services Rendered Section 4(2)
4/13/2020 Oscar Herrera 250,000          0.017 Services Rendered Section 4(2)
4/29/2020 GHS Investments 6,000,000          0.010 Note Payable Conversion Rule 506
5/6/2020 Raw Pharma, LLC 27,000,000          0.017 Business Acquisition Rule 506
5/6/2020 GL Brands, Inc. 17,500,000          0.017 Legal Settlement Rule 506
5/12/2020 Don Rodgers 150,000         0.022 Services Rendered Section 4(2)
5/21/2020 GHS Investments 3,976,484          0.010 Note Payable Conversion Rule 506
5/21/2020 CHET-5 BROADCASTING, L.P. 425,000         0.022 Legal Settlement Rule 506

 

Market Information

 

Our common stock is quoted on the OTCQB tier of the OTC Markets Group quotation system (www.otcmarkets.com) under the trading ticker “RMHB.” The following tables set forth the range of high and low prices for our common stock for the two years ended December 31, 2019, as reported on the OTC Market Group’s quotation system. These quotations reflect inter-dealer prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.

 

Quarter Ended:  High Sale Price  Low Sale Price
March 31, 2018   $0.61   $0.24
June 30, 2018   $0.34   $0.20
September 30, 2018   $0.27   $0.15
December 31, 2018   $0.33   $0.15
March 31, 2019   $0.28   $0.08
June 30, 2019   $0.27   $0.04
September 30, 2019   $0.13   $0.05
December 31, 2019   $0.05   $0.02

 

On July 6, 2020, the last sales price per share of our common stock was $0.026.

 11 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1.  we would not be able to pay our debts as they become due in the usual course of business, or;

 

2.  our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

 We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

On March 17, 2017, our Board of Directors approved the Rocky Mountain High Brands, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The purpose of the Incentive Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. Initially, the Board authorized 1,750,000 shares of the Company’s common stock to be included in the Plan. The Board of Directors awards these shares at its sole discretion. On July 14, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 3,250,000. On December 19, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 5,000,000.

 

 12 

 

During the year ended December 31, 2019, the Company issued 125,000 options to purchase common stock to an employee. The employee was terminated during 2019 and the options were forfeited prior to vesting. The options had a vesting schedule of 2 years and an exercise price of $.20. Also during 2019, former members of the Board of Directors and consultants forfeited 2,312,839 options to purchase common stock. As of December 31, 2019 are were no options issued and outstanding.

 

During the year ended December 31, 2018, the Company issued 678,339 options to purchase common stock. The options had an exercise price of $.06 and vested immediately. During the year ended December 31, 2018, 1,755,000 options were exercised and none were forfeited. As of December 31, 2018, there were 2,312,839 options issued and outstanding.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This document contains certain forward-looking statements as defined by federal securities laws. For this purpose, forward- looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. The forward-looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the “bespeaks caution” doctrine. Such forward-looking statements include, but are not limited to:

 

  • Statements regarding our anticipated financial and operating results, including increases in and anticipated sources of revenues;

  • Predictions regarding the outcome of pending legal proceedings and the impact on us of pending legal proceedings;

  • Statements regarding anticipated changes in expenses;

  • Statements regarding our goals, intensions, plans and expectations, including selling and marketing plans generally, the introduction of new products, and markets and locations we intend to target in the future

  • Statements regarding expanded business opportunities in 2019;

  • Our expectation that we will sell securities on our balance sheet;

  • Our expectation regarding repayment of loans;

  • Expected uses of cash in 2019 and beyond; and

  • Statements with respect to having adequate liquidity

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

  • Negative changes in public sentiment towards acceptance of the use of hemp- and CBD-infused drinks and other products;

  • Other regulatory developments that could limit the market for our products;

  • Our ability to successfully integrate acquired entities;

  • Competitive developments, including the possibility of new entrants into our primary markets;

  • The loss of key personnel; and

  • Other risks discussed in this document

 

 13 

Overview

 

The Company generates revenue from finished product sales to distributors (resellers), private label customers, retailers, and consumers. The wholesale market for the Company’s products includes all retailers in the convenience and grocery store channels as well as certain specialty retail niche markets including health food, “smoke shop,” and novelty stores. Additionally, the Company has an online retail presence via our Company websites and Amazon.com and via our Company websites. We custom manufacture beverages for private label customers that own their brand, but don’t have manufacturing capabilities or prefer to outsource the production of their products.

 

Results of Operations

 

Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018

 

Financial Summary

 

The Company’s sales for the year ended December 31, 2019 were $205,250 compared to $379,238 for the year ended December 31, 2018.

 

The Company’s net loss for the year ended December 31, 2019 was $5,270,917 compared to a net loss of $3,355,937 for the year ended December 31, 2018.

 

Sales

 

For the year ended December 31, 2019, sales were $205,250 compared to $379,238 for the year ended December 31, 2018, a decrease of $173,988 or 46%. The sales decrease was driven by a reduction in HEMPd website sales due to the loss of the Company’s merchant services provider and lower Eagle Spirit Water sales in 2019, partially offset by the sales from the first shipment of product to CBD Life, our Mexican private label customer. HEMPd website sales were negatively impacted by the loss of merchant services in the May 2019. A new merchant services provider that began processing in July 2019 proved to be unreliable so the Company made another change in October 2019. Additionally, the Company decided to no longer use its wellness products co-packer, which resulted in less available product to sell. The Company completed a production run of its previously out-of-stock Eagle Spirit Water in late August 2019. This was the first production run of Eagle Spirit Water in 2019. Lastly, the Company sold off the remaining inventory of its Rocky Mountain High branded hemp-infused energy drinks in the first half of 2019.

 

In September 2019, the Company completed its initial production run and delivery of Green Lotus branded CBD-infused canned beverages for its private label customer, Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc. In late 2019, TWC informed the Company that some of the cans developed leaks and were unsaleable. In May 2020, the Company agreed to a settlement and release agreement whereby the Company agreed to issue common stock to TWC in exchange for mutual releases. The Company recorded this settlement in 2019 as a refund of the sales price of $322,000 that had been recorded as revenue in September 2019.

 

For the year ended December 31, 2019, sales by channel were 70% online, 13% distributor, 10% private label, and 7% retailer compared to 67% online, 21% distributor, and 12% retailer for the year ended December 31, 2018.

 

Cost of Sales

 

For the year ended December 31, 2019, cost of sales was $741,136 or 361% of sales, versus $410,818 or 108% of sales for the year ended December 31, 2018, an increase of $330,318 or 80%. The increase in cost of sales primarily related to the production costs for the TWC production run in September 2019. The related sale was refunded as a result of the defective product, but the production costs were recognized in 2019.

 

 14 

 

In 2019 the Company recorded inventory obsolescence expense of $130,364 compared to $25,145 in 2018. In 2019 the obsolescence related to expired or unusable finished goods, ingredients, and packaging, primarily related to the FitWhey brand. In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand. In 2018 the obsolescence expense related primarily to E-Juice and vape products that the Company no longer carries.

 

Operating Expenses

 

For the year ended December 31, 2019, operating expenses were $3,859,354, compared to $4,523,108 for the year ended December 31, 2018, a decrease of $663,754 or 15%. Areas in which the Company experienced significant changes in operating expenses are discussed below.

 

General and Administrative

 

For the year ended December 31, 2019, general and administrative expenses were $3,098,964 or 1510% of sales compared to $3,689,175 or 973% of sales for the year ended December 31, 2018, a decrease of $590,211 or 16%. The decrease in general and administrative expenses in 2019 was primarily driven by decreases in compensation, partially offset by increases in legal expenses and research and development costs.

 

Advertising and Marketing

 

For the year ended December 31, 2019, advertising and marketing expenses were $642,324 or 313% of sales, compared to $833,933 or 220% of sales for the year ended December 31, 2018, a decrease of $191,609 or 23%. The decrease in advertising and marketing expenses in 2019 was a result of the Company’s reduction in online advertising and marketing. This was primarily the result of the loss of Company’s ability to sell product on its HEMPd website after the loss of its merchant services provider. Also, private label customers are responsible for their own advertising so the Company does not bear those costs.

 

Impairment Expense

 

During the year ended December 31, 2019, impairment expense was $118,066. There was no impairment expense for the year ended December 31, 2018. The 2019 impairment expense was a result of management’s decision to suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand. The Company impaired all software, formula, trademark, and goodwill assets related to FitWhey.

 

Other (Income) Expense

 

Interest Expense

 

For the year ended December 31, 2019, interest expense was $877,740, compared to $1,275,693 for the year ended December 31, 2018, a decrease of $397,953 or 31%. The decrease in interest expense, which includes the amortization of the discount on convertible debt, beneficial conversion features on convertible debt, and interest on newly issued convertible debt was due to decreased debt activity in 2019.

 

Loss on Extinguishment of Debt

 

For the year ended December 31, 2019, the Company recorded a loss on extinguishment of debt of $172,910 related to the amendment and extinguishment of convertible notes payable. For the year ended December 31, 2018, the Company recorded a net loss on extinguishment of debt of $191,138 related to the extinguishment of convertible notes payable.

 

 15 

 

Gain on Lawsuit Judgment and Legal Settlement

 

During the year ended December 31, 2019 the Company recorded a net Gain on Lawsuit and Legal Settlement of $200,817. On May 30, 2019 the Company recorded a gain on lawsuit judgment and legal settlement of $230,840 related to the settlement of a lawsuit the Company filed in 2017 against several defendants. The settlement was reached on May 30, 2019 and included a $200,000 cash payment by the defendants to the Company, the forgiveness of debt of $30,840 owed by the Company to one of the defendants, and the return of 337,500 shares of common stock. In December 2019 the Company agreed to pay $30,023 to settle its lawsuit with LyonPride Music, LLC.

 

During the year ended December 31, 2018 the Company recorded a net Gain on Lawsuit and Legal Settlement of $689,724. In August 2018, the Company recorded a $654,289 gain related to the lawsuit judgment the Company received against Jerry Grisaffi, our former Chairman of the Board. The Company de-recognized two notes payable to Mr. Grisaffi, plus accrued interest, in the amount of $418,865, and de-recognized the related derivative liability of $235,424. In September 2018, the Company executed a settlement with Statewide Beverage and recorded a gain on legal settlement of $34,435. As part of the settlement, the Company received 90,909 of its common shares that had previously been issued to the owners of Statewide Beverage and cancelled them. The Company also recorded the extinguishment of liabilities that had been recorded at the time of the sale of product to Statewide Beverage in 2016. In November 2018, the Company recorded a gain related to the lawsuit judgment the Company received against LSW in the amount of $1,000 related to a court order to void the Series A Preferred Stock initially issued to the Company’s former Chairman of the Board and later purchased by LSW. The $1,000 gain represents the par value of the 1,000,000 shares cancelled.

 

Gain (Loss) on Change in Fair Value of Derivative Liability

 

For the year ended December 31, 2019, the Company recorded a loss on the change in fair value of derivative liability of $25,844 compared to a gain of $1,975,858 for the year ended December 31, 2018. In 2019 the loss resulted from the impact of a decrease in the price of the Company’s common stock and its impact on convertible debt, while in 2018 the gain resulted from the decrease in the price of the Company’s underlying stock, which is used to calculate the fair value of the related derivative liability, from the beginning of the year to the end of the year.

 

Income Taxes

 

For the years ended December 31, 2019 and December 31, 2018, the Company recorded no income tax provision due to a full valuation allowance provided on deferred tax assets resulting from net operating losses.

 

Net Loss Attributable to Noncontrolling Interests

 

For the year ended December 31, 2019 the Company incurred marketing expenses of $8,398 in its 51%-owned subsidiary, Sweet Rock. The 49% allocated to noncontrolling interests was $4,123. There were no noncontrolling interests in 2018.

 

Liquidity and Capital Resources

 

As of December 31, 2019, we had current assets of $499,003, consisting of cash of $68,080, accounts receivable (net) of $18,162, inventory of $238,035, and prepaid expenses and other current assets of $174,726. As of December 31, 2019, we had current liabilities of $3,168,310, consisting of accounts payable and accrued liabilities of $1,143,217, related party payables of $30,406, convertible notes payable (net) of $1,008,950, notes payable of $30,000, accrued interest of $96,134, deferred revenue of $445,925, and derivative liability of $413,678.

 

 16 

Cash flows from operating activities

 

Net cash used in operating activities during the year ended December 31, 2019 was $3,267,564 compared to $3,728,782 during the year ended December 31, 2018. In both years, the Company used funds for advertising, promotions, storage, and administrative expenses.

  

Cash flows from investing activities

 

Net cash provided by investing activities during the year ended December 31, 2019 was $6,667 compared to net cash used in investing activities of $33,915 during the year ended December 31, 2018. In 2019 the cash provided was due to the disposal of a company van. In 2018 the cash used was due to software expenditures for the Company’s new HEMPd.com website. Property and equipment purchased in 2018 consisted of office and computer equipment.

 

Cash flows from financing activities

 

Net cash provided by financing activities during the year ended December 31, 2019 was $2,715,291 compared to $4,359,400 during the year ended December 31, 2018. In 2019, proceeds of $367,500 were from the issuance of convertible notes payable compared to $877,500 in 2018. In 2019 the Company repaid $7,493 of notes payable compared to $14,672 in 2018. In 2019 the Company received proceeds of $100,000 from the sale of the newly designated Series F Preferred Stock. In the years ended December 31, 2019 and 2018, the Company received proceeds from sales of common stock of $2,255,284 and $3,669,504, respectively.

 

Material Indebtedness

 

As of December 31, 2019 and 2018, the Company’s outstanding debt, net of discounts, totaled $1,038,950 and $704,089, respectively. The increase in debt during the year ended December 31, 2019 resulted from the modification of notes payable.

 

As of December 31, 2019, convertible promissory notes payable were convertible for common stock at fixed prices ranging from $.02 to $.03 or at a discount to market price, as defined, of 50%.

 

As of December 31, 2018, convertible promissory notes payable were convertible for common stock at fixed prices ranging from $.10 to $.16 or at a discount to market price, as defined, of 50%.

 

The Company has determined that the conversion feature embedded in the notes referred to above, that contain a potential variable conversion amount, constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception.

 

Future Liquidity Requirements

 

During the year ending December 31, 2020, the Company expects to have positive cash flows from operations. Depending on timing of cash flows from the manufacturing facility acquired in April 2020, the Company will need debt or equity financing, particularly for equipment and short-term operational needs. We expect any operational cash needs will be met by our current funding arrangements with GHS Investments, LLC or other sources.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2019, there were no off-balance sheet arrangements

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a total shareholders’ deficit of $2,662,351 and an accumulated deficit of $40,285,145 as of December 31, 2019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

 

 17 

 

During 2019 the Company funded its operations with sales of equity and debt securities. The COVID-19 pandemic of 2020 has added uncertainty into the financial markets that the Company relies on for its operating and investment funding. It is unclear how long, or to what extent, the pandemic will impact the Company in 2020 and beyond. On April 30, 2020 the Company purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) and agreed to sublease Raw Pharma’s production facility. Management believes its Securities Purchase Agreement dated December 20, 2019 with GHS Investments, LLC (“GHS”), along with bridge financing from GHS or other sources, will provide sufficient funds to make up for any operating cash flows.

 

The Company’s business has been adversely affected by the instability, disruption, and quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

 

Significant disruptions to communications and travel, including travel restrictions and other protective quarantine measures against COVID-19 by governmental agencies, have increased the difficulty in delivering goods to our customers and could ultimately make such deliveries impossible. Travel restrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.

 

The COVID-19 pandemic has added uncertainty to the financial markets that the Company relies on for its operating and investment funding. It has also negatively impacted the Company’s ability to meet its external financial reporting deadlines.

  

Critical Accounting Policies

 

A Critical Accounting Policy is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

The Company’s business may be adversely affected by the instability, disruption, and quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

 

Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 by governmental agencies, may increase the difficulty and could make it impossible for us to deliver goods to our customers. Travel restrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.

 

The COVID-19 pandemic has added uncertainty to the financial markets that the Company relies on for its operating and investment funding. It has also negatively impacted the Company’s ability to meet its external financial reporting deadlines.

 

The extent to which COVID-19 impacts our business, sales and results of operations will depend on future developments, which are highly uncertain and cannot be predicted.

 

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

Revenue Recognition

 

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” as amended. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.

  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

  

 18 

 

The change in the Level 3 financial instruments is as follows:

 

Balance, January 1, 2018  $5,609,389
Issued   —  
Exercises/Conversions   (3,257,359)
Change in fair value recognized in operations   (1,975,858)
Balance, December 31, 2018  $376,172
Issued   21,193
Exercises/Conversions/Expirations   (9,531)
Change in fair value recognized in operations   25,844
Balance, December 31, 2019  $413,678

 

 The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2019 and December 31, 2018:

 

   December 31, 2019  December 31, 2018
Estimated dividends   None    None
Expected volatility   137%   106%
Risk free interest rate   1.47%   2.41%
Expected term   .1 to 3.25 years     1 to 4.0 years

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

Recently Issued Accounting Pronouncements

 

Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing their right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted Topic 842, as amended, on January 1, 2020. Upon adoption, the Company did not have any leases that would require recognition on the its consolidated balance sheet.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the immediate recognition of management’s estimates of current and expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

 19 

 

In May 2018, the FASB issued ASU 2018-09, Compensation-Stock Compensation: Scope of Modification Accounting. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. This update is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-09 will have on its consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance is intended to reduce the complexity associated with issuers’ accounting for share-based payment transactions for acquiring goods and services. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements.

 

In July 2018, the FASB issued ASU 2018-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for the Company beginning January 1, 2020. Management does not believe that ASU 2018-11 will have a material impact on its consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. This update modifies the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-13 will have on its consolidated financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Audited Financial Statements:

 

F-1   Report of Prager Metis, CPAs, LLC, Independent Registered Public Accounting Firm
F-2   Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018
F-3   Consolidated Statements of Operations for the years ended December 31, 2019 and December 31, 2018
F-4   Consolidated Statements of Shareholder’s Deficit for the years ended December 31, 2019 and December 31, 2018
F-5   Consolidated Statements of Cash Flows for the years ended December 31, 2019 and December 31, 2018
F-6   Notes to Consolidated Financial Statements.

 

 20 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Rocky Mountain High Brands, Inc.

 

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Rocky Mountain High Brands, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, shareholders’ deficit and cash flows for the years ended December 31, 2019 and 2018, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, and the results of its operations, shareholders’ deficit and its cash flows for the years ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, the Company has a shareholders’ deficit of $2,622,351 and an accumulated deficit of $40,285,145 as of December 31, 2019 and has generated operating losses since inception. These factors among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulation of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ Prager Metis CPAs, LLC

 

 

We have served as the Company’s auditor since 2018

Basking Ridge, New Jersey

July 8, 2020

  

 F-1 

 

 Rocky Mountain High Brands, Inc. and Subsidiaries

Consolidated Balance Sheets  

 

   December 31, 2019  December 31, 2018
       
CURRENT ASSETS         
          
Cash  $68,080   $613,686
Accounts Receivable, net of allowance of $0 and $5,275, respectively   18,162    17,324
Inventory   238,035    146,722
Prepaid Expenses and Other Current Assets   174,726    388,074
TOTAL CURRENT ASSETS   499,003    1,165,806
          
Property and Equipment, net   19,342    34,280
Intangible Assets   13,008    148,647
Other Assets   14,606    26,245
          
TOTAL ASSETS  $545,959   $1,374,978
          
LIABILITIES AND SHAREHOLDERS' DEFICIT         
          
CURRENT LIABILITIES         
          
Accounts Payable and Accrued Liabilities  $1,143,217   $505,214
Related Party Payables   30,406    —  
Convertible Notes Payable, net of debt discount   1,008,950    666,596
Notes Payable   30,000    37,493
Accrued Interest   96,134    25,758
Deferred Revenue   445,925    466,300
Derivative Liability   413,678    376,172
TOTAL CURRENT LIABILITIES   3,168,310    2,077,533
          
SHAREHOLDERS' DEFICIT         
      Preferred Stock - Series A - Par Value of $.001;  1,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018   —      —  
      Preferred Stock - Series B - Par Value of $.001;  7,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018   —      —  
      Preferred Stock - Series C - Par Value of $.001;  2,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018   —      —  
      Preferred Stock - Series D - Par Value of $.001;  2,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018   —      —  
      Preferred Stock - Series E - Par Value of $.001;  789,474 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018   —      —  
      Preferred Stock - Series F - Par Value of $.001;  1,680 shares designated; 130 shares issued and outstanding as of December 31, 2019 and no shares issued and outstanding as of December 31, 2018   —      —  
      Preferred Stock - Series G - Par Value of $.001;  10,000 shares designated; 10,000 shares issued and outstanding as of December 31, 2019 and no shares issued and outstanding as of December 31, 2018   10    —  
           Common Stock - Par Value of $.001;  200,000,000 shares authorized; 137,914,630  shares issued and outstanding as of December 31, 2019; 94,580,869 shares issued and outstanding as of December 31, 2018   137,915    94,581
Additional Paid-In Capital   37,528,496    34,221,215
Accumulated Deficit   (40,285,145)   (35,018,351)
Total Rocky Mountain High Brands Shareholders' Deficit   (2,618,724)   (702,555)
Noncontrolling Interests   (3,627)   —  
TOTAL SHAREHOLDERS' DEFICIT   (2,622,351)   (702,555)
          
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT  $545,959   $1,374,978

 

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

 F-2 

 

 Rocky Mountain High Brands, Inc. and Subsidiaries

Consolidated Statements of Operations 

 

   Year Ended
   December 31, 2019  December 31, 2018
       
Sales  $205,250   $379,238
          
Cost of Sales   610,772    385,673
Inventory Obsolescence   130,364    25,145
          
Gross Loss   (535,886)   (31,580)
          
Operating Expenses         
General and Administrative   3,098,964    3,689,175
Advertising and Marketing   642,324    833,933
Impairment Expense   118,066    —  
Total Operating Expenses   3,859,354    4,523,108
          
Loss from Operations   (4,395,240)   (4,554,688)
          
Other (Income)/Expenses:         
Interest Expense   877,740    1,275,693
Loss on Extinguishment of Debt   172,910   191,138
Gain on Lawsuit Judgment and Legal Settlement   (200,817)   (689,724)
(Gain) Loss on Change in Fair Value of Derivative Liability   25,844   (1,975,858)
Total Other (Income) Expenses   875,677    (1,198,751)
          
Loss Before Income Tax Provision   (5,270,917)   (3,355,937)
          
Income Tax Provision   —      —  
          
Net Loss  $(5,270,917)  $(3,355,937)
          
Net Loss Attributable to Noncontrolling Interests   (4,123)   —  
          
Net Loss Attributable to Rocky Mountain High Brands  $(5,266,794)  $(3,355,937)
          
Net Loss per Common Share - Basic and Diluted  $(0.05)  $(0.04)
          
Weighted Average Shares Outstanding   115,143,080    80,285,967

 

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

 F-3 

 

 Rocky Mountain High Brands, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Deficit

For the Years Ended December 31, 2019 and 2018 

 

    Common Stock    Series A Preferred    Series C Preferred    Series E Preferred    Series F Preferred    Series G Preferred         Accumulated     Total RMHB Shareholders'    Noncontrolling    Total Shareholders'
    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    Shares    Amount    APIC     Deficit    Deficit     Interests     Deficit
Balance - December 31, 2018   94,580,869   $94,581    —     $—      —     $—      —     $—      —     $—      —     $—     $34,221,215   $(35,018,351)  $(702,555)  $—     $(702,555)
Sweet Ally purchase of Sweet Rock, Inc. shares   —      —      —      —      —      —      —      —      —      —      —      —      —      —      —      496    496
Shares issued for cash   39,238,908    39,239    —      —      —      —      —      —      130    —      —      —      2,316,046    —      2,355,284    —      2,355,284
Shares issued for compensation   25,403    25    —      —      —      —      —      —      —      —      10,000    10    13,966    —      14,002    —      14,002
Shares issued upon conversion of convertible notes   4,065,980    4,066    —      —      —      —      —      —      —      —      —      —      222,615    —      226,681    —      226,681
Fractional shares issued as a result of the reverse stock split   3,470    4    —      —      —      —      —      —      —      —      —      —      (3)   —      —      —      —  
Stock option forfeiture   —      —      —      —      —      —      —      —      —      —      —      —      9,530    —      9,530    —      9,530
Beneficial conversion feature recognized on convertible notes payable   —      —      —      —      —      —      —      —      —      —      —      —      745,128    —      745,128    —      745,128
Net loss for the year ended December 31, 2019   —      —      —      —      —      —      —      —      —      —      —      —      —      (5,266,794)   (5,266,794)   (4,123)   (5,270,917)
Balance - December 31, 2019   137,914,630   $137,915    —     $—      —     $—      —     $—      130   $—      10,000   $10   $37,528,496   $(40,285,145)  $(2,618,724)  $(3,627)  $(2,622,351)

 

 

 

 

 

 

   Common Stock  Series A Preferred  Series C Preferred  Series E Preferred  Series F Preferred  Series G Preferred     Accumulated  Total RMHB Shareholders’  Noncontrolling  Total Shareholders'
   Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  APIC  Deficit  Deficit  Interests  Deficit
Balance - December 31, 2017   57,985,323   $57,985    1,000,000   $1,000    —     $—      —     $—      —     $—      —     $—     $24,561,530   $(31,662,414)  $(7,041,899)  $—     $(7,041,899)
Shares issued for cash   19,302,572    19,303    —      —      —      —      —      —      —      —      —      —      3,650,200    —      3,669,503    —      3,669,503
Shares issued for compensation   679,873    680    —      —      —      —      —      —      —      —      —      —      157,507    —      158,187    —      158,187
Shares issued for stock option exercises   1,454,820    1,455    —      —      —      —      —      —      —      —      —      —      27,641    —      29,096    —      29,096
Options issued for compensation   —      —      —      —      —      —      —      —      —      —      —      —      108,205    —      108,205    —      108,205
Shares issued upon conversion of convertible notes   14,468,528    14,469    —      —      —      —      —      —      —      —      —      —      4,006,796    —      4,021,265    —      4,021,265
Shares to vendors for services rendered   407,527    408    —      —      —      —      —      —      —      —      —      —      81,855    —      82,263    —      82,263
Shares issued for acquisition   373,134    373    —      —      —      —      —      —      —      —      —      —      74,627    —      75,000    —      75,000
Shares returned as part of lawsuit judgment and legal settlement   (90,909)   (91)   (1,000,000)   (1,000)   —      —      —      —      —      —      —      —      (1,727)   —      (2,818)   —      (2,818)
Beneficial conversion feature recognized on convertible notes payable   —      —      —      —      —      —      —      —      —      —      —      —      1,554,580    —      1,554,580    —      1,554,580
Net loss for the year ended December 31, 2018   —      —      —      —      —      —      —      —      —      —      —      —      —      (3,355,937)   (3,355,937)   —      (3,355,937)
Balance - December 31, 2018   94,580,869   $94,581    —     $—      —     $—      —     $—      —     $—      —     $—     $34,221,215   $(35,018,351)  $(702,555)  $—     $(702,555)

 

 The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

 F-4 

 

 Rocky Mountain High Brands, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

  

   Year Ended
   December 31, 2019  December 31, 2018
       
Operating Activities:         
Net Loss  $(5,270,917)  $(3,355,937)
Adjustments to reconcile net loss to net cash used in operating activities:         
  Stock-based compensation   191,824    456,007
  Stock-based payments to vendors   —      80,445
  Warrants and options issued for services rendered   —      108,205
  Non-cash interest expense   865,926    1,160,857
  Fees and penalties on debt   —      120,251
  Noncash portion of gain on lawsuit judgment and legal settlement   —      (689,724)
  Loss on change in fair value of derivative liability   25,844    (1,975,858)
  Loss on extinguishment of debt   172,910    191,138
  Bad debt expense   1,678    1,536
  Depreciation and amortization expense   36,401    34,423
  Impairment of goodwill and other intangibles   118,066    —  
  Inventory obsolescence   130,364    25,145
Changes in operating assets and liabilities:         
  Accounts receivable   (2,516)   (16,017)
  Inventory   (221,676)   (89,556)
  Prepaid expenses and other current assets   35,524    (22,076)
  Other assets   972    (12,765)
  Accounts payable and accrued liabilities   638,005    (211,156)
  Related party payables   30,406    —  
  Deferred revenue   (20,375)   466,300
NET CASH USED IN OPERATING ACTIVITIES   (3,267,564)   (3,728,782)
          
Investing Activities:         
  Investments in Sweet Rock, LLC   (500)   —  
  Investments in other assets   —      (31,220)
  Cash acquired in business acquisition   —      15,612
  Acquisition of property and equipment   —      (18,307)
  Disposal of property and equipment   7,167    —  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES   6,667    (33,915)
          
Financing Activities:         
  Proceeds from issuance of convertible notes   367,500    877,500
  Repayment of convertible notes   —      (172,932)
  Repayment of notes payable   (7,493)   (14,672)
  Proceeds from issuance of Series F Preferred Stock   100,000    —  
  Proceeds from issuance of common stock   2,255,284    3,669,504
NET CASH PROVIDED BY FINANCING ACTIVITIES   2,715,291    4,359,400
          
INCREASE (DECREASE) IN CASH   (545,606)   596,703
          
CASH - BEGINNING OF PERIOD   613,686    16,983
          
CASH - END OF PERIOD  $68,080   $613,686
          
Supplemental cash flow information:         
  Cash paid for interest  $11,814   $56,742
  Cash paid for taxes  $—     $—  
Supplemental disclosure of non-cash financing and investing activities:         
  Common stock issued for conversion of debt  $226,681   $4,000,604
  Debt and accrued interest converted for common stock  $271,189   $499,053
  Derivative liability relieved upon conversion of related debt  $—     $3,021,935
  Beneficial conversion feature recognized as debt discount  $745,128   $1,351,790
 Common stock issued for acquisition  $—     $75,000

 

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements 

 F-5 

 

 

Rocky Mountain High Brands, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1 – General

 

Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) is incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2014, the Company changed its name to Rocky Mountain High Brands, Inc.

 

RMHB currently operates through its parent company, four wholly-owned subsidiaries, one majority-owned subsidiary, and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes.

 

RMHB is a consumer goods company that specializes in the developing, manufacturing, marketing, and distributing high-quality, health conscious, hemp oil and hemp extract-infused products that span various categories including beverage, food, fitness, skin care, and more. RMHB also markets a naturally high alkaline spring water as part of our brand portfolio. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (“THC”), the psychoactive constituent of cannabis. Recently, through a newly created subsidiary of RMHB, Rocky Mountain Productions, Inc., the Company acquired a bottling and canning facility and is now also in the business of canning both its own beverages as well as canning beverages for other customers.  Furthermore, as a result of equipment included in the acquisition of the facility, RMHB is also in the business of bottling hand sanitizer.  Because of   the demand resulting with the COVID-19 pandemic, RMHB anticipates continuing in the bottling of hand sanitizer for the foreseeable future.

 

In March 2018, the Company launched the HEMPd brand with gummies, water soluble drops, capsules, tinctures, lotions, and salves. The Company introduced four flavors of CBD-infused waters in 12 oz. cans in November 2018.

 

In July 2018, the Company acquired the assets of BFIT Brands, LLC and formed a new subsidiary, FitWhey Brands Inc. FitWhey marketed a line-up of five water-based protein drinks that include caffeine and B vitamins. In August 2019 the Company suspended the production of FitWhey products.

 

On June 12, 2019, the Company organized Sweet Rock, LLC (“Sweet Rock”), a 51% owned company, with Sweet Ally, Inc. Sweet Rock will manufacture and market CBD-infused chocolate, hard candies, and baked goods.

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle products, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles.

 

During 2018 and early 2019, the Company continued to market its lineup of naturally flavored hemp-infused functional beverages, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots through the first half of 2018.

 

The Company also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

 

On April 22, 2019 the reverse split of the Company’s stock, at a ratio of one share for every 20 shares, was effective. All common stock share and per share amounts in this document reflect this reverse split.

 

NOTE 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.

 

 F-6 

 

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

Cash

 

The Company maintains cash balances at various financial institutions. At times, these balances may exceed federally insured limits.

  

Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

 

Inventories

 

Inventories, which consist of the Company’s finished products held for resale, raw materials, and packaging, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

 F-7 

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.

  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instruments is as follows:

 

Balance, January 1, 2018  $5,609,389
Issued   —  
Exercises/Conversions   (3,257,359)
Change in fair value recognized in operations   (1,975,858)
Balance, December 31, 2018  $376,172
Issued   21,193
Exercises/Conversions/Expirations   (9,531)
Change in fair value recognized in operations   25,844
Balance, December 31, 2019  $413,678

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2019 and December 31, 2018:

 

   December 31, 2019  December 31, 2018
Estimated dividends   None    None
Expected volatility   137%   106%
Risk free interest rate   1.47%   2.41%
Expected term   .1 to 3.25 years     1 to 4.0 years

 

 

Property and Equipment 

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets which generally range from 3-5 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow

 

 F-8 

 

expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. In August 2019 the Company recorded a $118,066 impairment on the intangible assets recorded as a result of the BFIT Brands, LLC acquisition in July 2018. The goodwill related to this acquisition is fully impaired. No other impairment charges were recorded during the years ended December 31, 2019 and 2018.

 

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company evaluates and accounts for the exchange or modification of an outstanding debt instrument as an extinguishment of that instrument when the original and new terms are substantially different as defined under ASC 470.

 

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit).

  

Revenue From Contracts with Customers

 

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. No reserve for returns has been provided.

 

 F-9 

 

The following table represents sales by sales channel for the years ended December 31, 2019 and 2018:

 

   Year Ended
   December 31, 2019  December 31, 2018
Online  $144,565   $254,316
Distributor   26,610    78,853
Retailer   13,700    46,069
Private Label   20,375    —  
Total  $205,250   $379,238

 

All sales for all periods presented were to domestic customers, except the private label sales of $20,375 were to CBD Life of Mexico. This sale represents 10% of sales for the year ended December 31, 2019.

 

Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606.

 

The Company’s revenues accounted for under ASC 606, generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

 

In September 2019, the Company completed its initial production run and delivery of Green Lotus branded CBD-infused canned beverages for its private label customer, Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc. In late 2019, TWC informed the Company that some of the cans developed leaks and were unsaleable. Initially, TWC requested the Company rerun its production, but then requested a refund. In May 2020, the Company agreed to a settlement and release agreement whereby the Company agreed to issue 17,500,000 shares of common stock to TWC in exchange for mutual releases. The Company recorded this settlement in 2019 as a refund of the sales price of $322,000 that had been recorded as revenue in September 2019.

 

Advertising and Marketing

 

Advertising and marketing expenses are charged to operations as incurred.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

 

Segments

 

The Company has determined that it operates one reportable operating segment. This determination was made based on the management approach, as described in FASB ASC 280, “Reportable Segments.” The management approach is based on an entity’s internal organization and the information that the chief operating decision maker uses to make decisions about operating matters. It also takes into consideration the nature of products, production processes, types and classes of customers, distribution methods, the Company’s regulatory environment, and whether discrete financial information is available for reportable segments.

 

Recently Issued Accounting Pronouncements

 

Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies.

 

 F-10 

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing their right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted Topic 842, as amended, on January 1, 2020. Upon adoption, the Company did not have any leases that would require recognition on the its consolidated balance sheet.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the immediate recognition of management’s estimates of current and expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

In May 2018, the FASB issued ASU 2018-09, Compensation-Stock Compensation: Scope of Modification Accounting. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. This update is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-09 will have on its consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance is intended to reduce the complexity associated with issuers’ accounting for share-based payment transactions for acquiring goods and services. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements.

 

In July 2018, the FASB issued ASU 2018-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for the Company beginning January 1, 2020. Management does not believe that ASU 2018-11 will have a material impact on its consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. This update modifies the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-13 will have on its consolidated financial statements.

 

 NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a total shareholders’ deficit of $2,622,351 and an accumulated deficit of $40,285,145 as of December 31, 2019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

 

 F-11 

 

During 2019 the Company funded its operations with sales of equity and debt securities. The COVID-19 pandemic of 2020 has added uncertainty into the financial markets that the Company relies on for its operating and investment funding. It is unclear how long, or to what extent, the pandemic will impact the Company in 2020 and beyond. On April 30, 2020 the Company purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) and agreed to sublease Raw Pharma’s production facility. Management believes its Securities Purchase Agreement dated December 20, 2019 with GHS Investments, LLC (“GHS”), along with bridge financing from GHS or other sources, will provide sufficient funds to make up for any operating cash flows.

 

The Company’s business has been adversely affected by the instability, disruption, and quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

 

Significant disruptions to communications and travel, including travel restrictions and other protective quarantine measures against COVID-19 by governmental agencies, have increased the difficulty in delivering goods to our customers and could ultimately make such deliveries impossible. Travel restrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.

 

The COVID-19 pandemic has added uncertainty to the financial markets that the Company relies on for its operating and investment funding. It has also negatively impacted the Company’s ability to meet its external financial reporting deadlines.

 

NOTE 4 – Inventory

 

As of December 31, 2019 and December 31, 2018, inventory consists of the following:

 

   December 31, 2019  December 31, 2018
Finished inventory  $160,763   $84,730
Raw materials and packaging   77,272    61,992
Total  $238,035   $146,722

 

During the year ended December 31, 2019 the Company recorded inventory obsolescence expense of $130,364 compared to $25,145 during the year ended December 31, 2018. In 2019 the obsolescence related to expired or unusable finished goods, ingredients, and packaging, primarily related to the FitWhey and Rocky Mountain High Brands. In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand. In 2018 the obsolescence expense related primarily to E-Juice and vape products that the Company no longer carries.

 

NOTE 5 – Prepaid Expenses and Other Current Assets

 

As of December 31, 2019 and December 31, 2018, prepaid expenses and other current assets consists of the following:

 

   December 31, 2019  December 31, 2018
Prepaid officers’ compensation  $143,233   $291,617
Prepaid directors’ compensation   —      29,442
Prepaid marketing expenses   —      2,750
Other prepaid expenses and current assets   31,493    64,265
Total  $174,726   $388,074

 

During the years ended December 31, 2019 and 2018, the Company recorded amortization of prepaid officers and prepaid directors’ compensation of $177,824 and $268,724, respectively. The amortization was recorded as compensation expense.

 

During the year ended December 31, 2019 the Company made a $156,000 production deposit with a beverage processor. The deposit was recorded as a prepaid asset. The Company later determined that the processor would be unable to complete the required production and sought a refund of the deposit. The processor returned $20,000 of the deposit before filing for bankruptcy. The Company has determined the prepaid asset is no longer recoverable and expensed the remaining $136,000 in 2019.

 

NOTE 6 – Property and Equipment

 

As of December 31, 2019 and December 31, 2018, property and equipment consists of the following:

 

   December 31, 2019  December 31, 2018
Vehicles  $14,687   $29,598
Furniture and equipment   45,322    41,422
Personal computers   17,901    17,901
    77,910    88,921
Less:  accumulated depreciation   58,568    54,641
Total  $19,342   $34,280

 

NOTE 7 – Intangible Assets

 

As of December 31, 2019 and December 31, 2018, intangible assets consist of the following:

 

   December 31, 2019  December 31, 2018
Goodwill  $—    $86,142
Capitalized software   31,220    62,220
Formulas   —     12,500
Trade name   —     2,500
    31,220    163,362
Accumulated amortization   (18,212)   (14,715)
Total  $13,008   $148,647

 

In August 2019, the Company recorded an impairment expense of $118,066, which consisted of goodwill of $86,142, capitalized software of $31,000, formulas of $12,500, and trade name of $2,500, net of accumulated amortization of $14,076. These intangible assets were acquired in connection with the acquisition of FitWhey Brands Inc.

 

NOTE 8 – Acquisitions

 

FitWhey Brands Inc. (acquisition of the assets of BFIT Brands, LLC)

 

On July 25, 2018, the Company purchased the assets of BFIT Brands, LLC, an Arizona-based company. The acquired assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack. The Company paid $230,438 including common stock issued to the owners of BFIT of $75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000 to be paid to the owners of BFIT over time based on 5% of net sales of FitWhey products. No liabilities were assumed by the Company in the transaction.

 

 F-12 

 

The purchase price of the assets of BFIT Brands, LLC assets was allocated as follows:

 

Purchase Price   
Common stock issued  $75,000
Note payable and accrued interest forgiven   80,438
Earnout liability   75,000
Total  $230,438
     
Allocation    
Cash  $15,612
Accounts receivable   5,763
Inventory   76,922
Software   31,000
Formulas   12,500
Trademark   2,500
Goodwill   86,141
Total  $230,438

 

In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products until it develops a related hemp or CBD-infused product. As a result, the Company fully impaired the intangible assets related to its purchase of FitWhey. This resulted in an impairment charge of $118,066 for the December 31, 2019. Because all intangible assets were 100% impaired, it was determined that completion of an outside valuation was no longer necessary.

 

The following represents the unaudited pro forma statement of operations of the Company for the year ended December 31, 2018 had FitWhey been acquired on January 1, 2018:

 

   Year Ended December 31, 2018
Sales  $448,685
Cost of Sales   465,400
Inventory Obsolescence   25,145
Gross Loss   (41,860)
Operating Expenses   4,577,323
Loss From Operations   (4,619,183)
Other Expenses   535,142
Loss Before Income Tax Provision   (5,154,325)
Income Tax Provision   —  
Net Loss  $(5,154,325)
Net Loss Per Common Share-Basic and Diluted  $(0.06)
Weighted Average Shares Outstanding   80,285,967

 

 F-13 

 

NOTE 9 – Accounts Payable and Accrued Liabilities

 

As of December 31, 2019 and December 31, 2018, accounts payable and accrued liabilities consist of the following:

 

   December 31, 2019  December 31, 2018
Accounts payable  $440,788   $308,717
Accrued compensation   51,500    25,500
Common stock payable   417,850    12,356
Other accrued expenses   233,079    158,641
Total  $1,143,217   $505,214

 

NOTE 10 – Related Party Payables

 

During 2019, Charles Smith, a member of the Company’s Board of Directors and its Chief Operating Officer, paid $30,406 to various vendors on behalf of the Company. As of December 31, 2019, this amount had not been repaid to Mr. Smith and is included in related party payables. There were no related party payables as of December 31, 2018.

 

NOTE 11 – Convertible Notes Payable

 

As of December 31, 2019 and December 31, 2018, the Company’s convertible notes payable consists of the following:

 

   Interest Rates  Terms  Conversion Rates  December 31, 2019  December 31, 2018
GHS Investments, LLC (fixed conversion)   10%    .1-.75 years   $ 0.02-0.03    $1,035,750   $871,079
LSW Holdings, LLC (variable conversion)   6%   —       (b)     179,000    179,000
Discount                    (205,800)   (383,483)
Total                   $1,008,950   $666,596

 

(a) 50% discount off the lowest trading price for the common stock during the 10 trading days prior to conversion ($0.011).

 

The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception.

 

During the year ended December 31, 2019, the Company recognized a loss on extinguishment of debt of $172,910. On May 6, 2019 the Company and GHS Investments, LLC (“GHS”) amended seven convertible notes payable to extend the due dates and change the conversion price of each note. The Company recognized a loss on extinguishment of debt of $52,774 related to these amendments. On November 27, 2019 and December 31, 2019 the Company and GHS amended two convertible notes payable to extend the due dates and change the conversion price of each note. The Company recorded a loss on extinguishment of debt of $120,136 related to these amendments.

 

During the year ended December 31, 2018, the Company recognized a loss on extinguishment of debt of $191,138 related to the conversions of variable conversion rate convertible notes.

 

As of December 31, 2019 and 2018, the Company’s derivate liability related to its convertible notes payable was $403,971 and $290,875, respectively.

 

For the years ended December 31, 2019 and 2018, interest expense on these notes, including amortization of the discount, was $873,368, and $1,255,081, respectively.

 

All tangible and intangible assets of the Company are pledged as security.

 

NOTE 12 – Notes Payable

 

As of December 31, 2019 and December 31, 2018, the Company’s notes payable consists of the following:

 

   Interest Rates  Term

  December 31, 2019  December 31, 2018
Notes payable   0% - 6%   Due   $30,000   $37,493 

 

 

As of December 31, 2019 and 2018, notes payable includes two non-interest bearing notes totaling $30,000 that originated prior to the Company’s 2014 bankruptcy proceedings. These notes were due in 2019, but the Company has been unable to locate the noteholders.

 

A three-year note executed on September 1, 2016 relating to the purchase of used office furniture and equipment from our landlord was paid in full on September 1, 2019. The note payable was in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,115. The Company imputed interest on the note and recorded a discounted note balance of $36,634 on September 1, 2016. As of December 31, 2018 the balance on this note was $7,493.

 

 F-14 

 

For the years ended December 31, 2019 and 2018, the Company recorded interest expense on these notes of $214 and $931.

 

 NOTE 13 – Deferred Revenue

 

In December 2017, the Company executed a three-year Master Manufacturing Agreement with CBD Alimentos SA de CV (“CBD-Alimentos”), a Mexican food and beverage distributor. Under the agreement (as amended), CBD Alimentos, through its sister company, CBD Life, will be our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn, we will be CBD Alimentos’ exclusive supplier of such products. The beverages supplied to CBD Alimentos will be private label products made to order for CBD Alimentos, and we will cooperate on laboratory and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement, RMHB opened a separate operating bank account for all deposits made by CBD Alimentos towards the purchase of ingredients and packaging. CBD Alimentos is required to maintain a positive cash balance in the account at all times. The Company will have full unilateral authority to disburse funds from the bank account to vendors, suppliers, co-packers and the Company solely for the purposes of production and the Company’s margin on the sale. CBD Alimentos’ initial purchase order, including a deposit of $466,300 was received in December 2018. The initial deposit of $466,300 was accounted for as of December 31, 2018 as Deferred Revenue since production and delivery of the remaining finished product had not yet been completed. In December 2019, the Company began the manufacture and sale of beverage products to CBD Life and recorded the sale of the first truckload received by CBD Life for $20,375. As of December 31, 2019, the remaining balance of $445,925 is accounted for as Deferred Revenue.

 

NOTE 14 – Shareholders’ Deficit

 

Common Stock

 

As of December 31, 2019, the Company has 200,000,000 shares of common stock authorized and 137,914,630 shares issued and outstanding. On April 22, 2019 the Company effected a 1-for-20 reverse stock split. All common share amounts in this report reflect this stock split.

 

Effective March 17, 2020 the Board of Directors approved an amendment to our Articles of Incorporation to increase the Company’s authorized common stock from 200,000,000 to 1,000,000,000 shares.

 

During the year ended December 31, 2019 the Company issued 43,333,761 shares of common stock, including 4,065,980 for convertible notes payable conversions, 25,403 for director and employee compensation, and 39,238,908 for cash. The Company also issued 3,470 rounding related shares in effecting the 1-for-20 reverse stock split.

 

During the year ended December 31, 2018 the Company issued 36,595,545 shares of common stock, including 14,468,528 for convertible notes payable conversions, 679,873 for director and employee compensation, 1,454,820 for option exercises, 407,527 for vendor services rendered, 373,134 for the FitWhey acquisition, and 19,302,572 for cash. In September 2018, the Company also cancelled 90,909 shares of common stock as part of a legal settlement.

 

On March 17, 2017, our Board of Directors approved the Rocky Mountain High Brands, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The purpose of the Incentive Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. Initially, the Board authorized 1,750,000 shares of the Company’s common stock to be included in the Plan. The Board of Directors awards these shares at its sole discretion. On July 14, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 3,250,000. On December 19, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 5,000,000.

 

Preferred Stock

 

As of December 31, 2019 the Company has 20,000,000 shares of Preferred Stock authorized and 12,801,154 designated through the various Series described below. The remaining 7,198,846 remain undesignated.

  

 F-15 

 

Series A Preferred Stock

 

The Company has 1,000,000 shares of Series A Preferred Stock designated.

 

From July 11, 2014 to February 28, 2017, our former Chairman of the Board held all of the1,000,000 shares of the Company’s Series A Preferred Stock. He transferred these shares to LSW Holdings, LLC (“LSW”) on February 28, 2017. As of December 31, 2017, LSW held all of these shares.

 

On March 13, 2017, the Board of Directors approved a Certificate of Designation for our Series A Preferred Stock. This document revises and restates the rights, preferences and features of our Series A Preferred Stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred Stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred Stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred Stock. Following the filing of the Certificate of Designation, holders of Series A Preferred Stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred Stock are convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred Stock.

 

On July 5, 2017, the Company again amended the Certificate of Designation for our Series A Preferred Stock. The amendment changed the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by the Company’s Board of Directors and LSW, the holder of our Series A Preferred Stock.

 

On July 24, 2017, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series A Preferred Stock that changed the voting rights back to 400 votes from 1,200 for every share of Series A Preferred Stock.

 

On August 30, 2018 in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, et al, a judgment by the District Court in Dallas County, Texas voided the Series A Preferred Stock ab initio. The shares were cancelled on October 26, 2018. As of December 31, 2019 and 2018 there are no shares of Series A Preferred Stock issued and outstanding.

 

Series B Preferred Stock

 

The Company has 7,000,000 shares of Series B Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series C Preferred Stock

 

The Company has 2,000,000 shares of Series C Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series D Preferred Stock

 

The Company has 2,000,000 shares of Series D Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series E Preferred Stock

 

The Company has 789,474 shares of Series E Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

 F-16 

 

Series F Preferred Stock

 

On December 20, 2019 the Board of Directors designated 1,680 shares of Series F Preferred Stock. On that same day, the Company sold 130 shares of Series F Preferred Stock to GHS Investments, LLC (“GHS”) in accordance with a Securities Purchase Agreement with GHS. The Series F Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, is convertible to common stock based on a 20-day trailing volume weighted average low share price, and is senior to other preferred stock. As of December 31, 2019 there were 130 shares issued and outstanding. There were no shares issued and outstanding as of December 31, 2018.

 

Series G Preferred Stock

 

On December 20, 2019 the Board of Directors designated 10,000 shares of Series G Preferred Stock. On that same day, the Company granted 10,000 shares of Series G Preferred Stock to Charles Smith, a Board member and Chief Operating Officer of the Company, in exchange for $10,000 owed to Mr. Smith in compensation. The Series G Preferred Stock has a par value of $.001, is non-interest and non-dividend earning, and is convertible to common stock based on a 20-to-1 ratio. The holder of Series G Preferred Stock has the right to cast 20,000 votes for every one share of Series G Preferred Stock on any and all proposals to amend the Company’s Articles of Incorporation to increase the authorized capital stock of the Company. Mr. Smith exercised that right in December 2019 and the Series G Preferred Shares were converted to common stock in 2020. As of December 31, 2019 there were 10,000 shares issued and outstanding. There were no shares issued and outstanding as of December 31, 2018.

 

 Series H Preferred Stock

 

On February 25, 2020 the Board of Directors designated 5,000 shares of Series H Preferred Stock. The Board amended the designation on April 7, 2020. The Series H Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, and is convertible to common stock based on a 20-day trailing volume weighted average low share price. As of December 31, 2019 and 2018 there were no shares issued and outstanding.

 

Warrants

 

During the year ended December 31, 2019, the Company granted no common stock warrants, none were exercised, and 25,000 were forfeited. As of December 31, 2019, there were 607,500 warrants outstanding. Exercise prices range from $.001 to $.02 per share.

 

During the year ended December 31, 2018, the Company granted no common stock warrants and none were exercised or forfeited. As of December 31, 2018, there were 632,500 warrants outstanding. Exercise prices range from $.001 to $.02 per share.

 

Options

 

During the year ended December 31, 2019, the Company issued 125,000 options to purchase common stock to an employee. The employee was terminated during 2019 and the options were forfeited prior to vesting. The options had a vesting schedule of 2 years and an exercise price of $.20. Also during 2019, former members of the Board of Directors and consultants forfeited 2,312,839 options to purchase common stock. As of December 31, 2019 are were no options issued and outstanding.

 

During the year ended December 31, 2018, the Company issued 678,339 options to purchase common stock. The options had an exercise price of $.06 and vested immediately. During the year ended December 31, 2018, 1,755,000 options were exercised and none were forfeited. As of December 31, 2018, there were 2,312,839 options issued and outstanding.

 

NOTE 15 – Noncontrolling Interests

 

In July 2019, the Company invested $500 in Sweet Rock, LLC, a Michigan limited liability company. The Company holds a 51% ownership and Sweet Ally, Inc. (“Sweet Ally”) invested $495 for a 49% ownership. The Company consolidates the financial statements of Sweet Rock and accounts for Sweet Ally’s ownership as a noncontrolling interest. During the year ended December 31, 2019 Sweet Rock incurred marketing expenses of $8,398. This activity is included in the consolidated financial statements of the Company with corresponding noncontrolling interests.

 

 F-17 

 

NOTE 16 - Concentrations

 

For the year ended December 31, 2019, the Company’s two largest customers represented 10% and 7% of sales. For the year ended December 31, 2018, the Company’s two largest customers represented 21% and 12% of sales.

 

 NOTE 17 – Income Taxes

 

The reconciliation of income tax benefit at the U.S. statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2019 and 2018:

 

   Year Ended
  

December 31, 2019

 

December 31, 2018

U.S federal statutory rate   (21%)   (21%)
State income tax, net of federal benefit   (0.0%)   (0.0%)
Increase in valuation allowance   21%   21%
Income tax provision (benefit)   0.0%   0.0%

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 and December 31, 2018 consist of the following:

 

Deferred Tax Assets  December 31, 2019  December 31, 2018
Net Operating Losses  $4,620,000   $3,990,000
Less:  Valuation Allowance  $(4,620,000)  $(3,990,000)
Deferred Tax Assets – Net   —      —  

 

As of December 31, 2019, the Company has approximately $22,000,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2028. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. 

 

 F-18 

 

NOTE 18 – Commitments

 

Office Leases

 

The Company executed a three-year lease for corporate office space effective September 1, 2016. The lease included monthly payments of $7,715 in year one, $7,972 in year two, and $8,229 in year three plus common area maintenance. The lease was accounted for on a straight-line basis over its term.

 

On September 5, 2019 the Company executed a six-month extension of its corporate office lease at $8,065 per month plus common area maintenance. The lease expired on February 29, 2020.

 

On February 28, 2020 the Company executed a six-month extension of its corporate office lease. The lease includes new space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

 

On January 18, 2018, WFLC entered into a 12-month office use agreement for office space in Denver, Colorado. Monthly payments were $91. The lease automatically renews for 12 months each January. Monthly payments in 2019 were $101..

 

Other Leases

 

The Company rents storage space from various third parties on a month-to-month basis.

 

Employee Agreements

 

The Company has entered into employment agreements with the following Board members and officers:

 

In 2014, the Company entered into a five-year employment agreement with David M. Seeberger, Vice President and General Counsel. Under the agreement, we agreed to compensate Mr. Seeberger at a rate of $120,000 per year and to bonus obligations based on the profitability of the Company. We also agreed to grant Mr. Seeberger an option to purchase 2,000,000 shares of common stock for par value at any time after January 1, 2015. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Seeberger. The new agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors appointed Mr. Seeberger as Chief Executive Officer and amended his contract to change his annual compensation to $150,000.

 

In January 2016, the Company entered into a five-year employment agreement with Michael Welch, Chief Financial Officer. Under the agreement, we agreed to compensate Mr. Welch at a rate of $120,000 per year and to pay a bonus based on the profitability of the Company. Mr. Welch also became Chief Executive Officer on March 1, 2016. His salary was increased to $150,000 per year. In addition, Mr. Welch received 10,000,000 warrants for common stock at a price of $.001 on January 4, 2016 that were exercisable on July 25, 2016. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Welch. The new agreement includes base compensation of $150,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors appointed Mr. Welch as Chief Operating Officer and amended his contract to reflect the change in position.

 

On December 18, 2017, the Company entered into a five-year employment agreement with John Blackington, Chief Commercialization Officer. The agreement includes base compensation of $140,000 per year, 7,000,000 common stock options, an annual bonus of up to 30%, and discretionary bonuses as approved by the Board of Directors. The contract was terminated effective February 6, 2019.

 

On February 1, 2018, the Company entered into a three-year employment agreement with Jens Mielke, Chief Financial Officer. The agreement includes base compensation of $140,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors amended Mr. Mielke’s contract to change his annual compensation to $150,000.

 

 F-19 

 

On February 1, 2018, the Company entered into a three-year employment agreement with Charles Smith, Chief Operating Officer. The agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. Mr. Smith resigned his Board and Officer positions from the Company on January 31, 2020. He rejoined the Board on May 11, 2020, but does not have a formal compensation agreement with the Company.

 

Other Commitments

 

Under the terms of an Operating and Management Agreement (as amended) with Poafpybitty Family, LLC, the Company is required to pay the greater of 3% of the sales of Rocky Mountain High Water Company or $30,000 (adjusted annually for CPI% beginning in 2020) per year.

  

NOTE 19 – Legal Proceedings

 

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C, now Lyonpride Music LLC v Rocky Mountain High Brands, Inc., Before the American Arbitration Association, 01-18-0003-1428.

 

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. Lyonpride sought monetary damages from the Company for breach of contract and the Company sought monetary damages against Lyonpride. The parties have settled the matter and are in the process of finalizing settlement documents. The settlement documents have had to be modified because of the Covid 19 issue as a portion of the settlement relates to performance by Lyonpride and the scheduling of the performance has had to be extended.

 

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

The Company sought the return of the Series A Preferred Stock (“Series A”) issued to Jerry Grisaffi (“Grisaffi”), RMHB’s former Chairman of the Board. The Company further alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself.

On August 30, 2018, the Trial Court in the 192nd District Court of Dallas County, Texas entered a final judgment in the Company’s favor and against Grisaffi in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock. The Court further voided ab initio the Series A Preferred Shares. The Court further ruled that Grisaffi take nothing by his counterclaims in the case.

 

In The Court Of Appeals For The Fifth District Of Texas Dallas, Texas, Jerry Grisaffi, Appellant v. Rocky Mountain High Brands, Inc, f/k/a Republic of Texas Brands, Inc., Appellee, No. 05-18-01020-CV.

 

Grisaffi appealed the Judgment described above. The Court of Appeals affirmed in part and reversed in part the Judgment and remanded it to the trial court for the purpose of the Company electing its remedy. The Company has elected its remedy of the $3,500,000 judgment against Grisaffi. Grisaffi has again appealed this matter. On November 19, 2019, Grisaffi filed a chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas, Case No. 19-33855-sgj. The Company has filed an Adversary Proceeding to deny Grisaffi the ability to discharge the judgment and has filed a motion to remove Grisaffi as the debtor in possession or to convert the case to a Chapter 7. The case has been converted by the Bankruptcy Court to a Chapter 7 case.

 

Dallas County Texas, Case Number DC-18-13491. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

 F-20 

 

This is the surviving case of the above case, having been severed on September 12, 2018. In this case, on August 12, 2019 the Court entered as Final Judgment, against Lily Li and LSW, holding that all Series A Preferred Shares in RMHB, including the shares issued to Grisaffi and later sold by him to LSW evidenced by Stock Certificate N0. 604 issued by RMHB, to LSW Holdings LLC in the amount of 1,000,000 shares, were void ab initio, and any potential rights thereunder were terminated. The Court further entered joint and several judgments against Lily Li and LSW Holdings LLC for $3,500,000, which was also joint and several with the Final Judgment against Grisaffi. This Final Judgment against Lily Li and LSW Holdings, LLC is final for all purposes and was not appealed. The Company plans to outsource the collection of this Judgment. The remaining Defendants settled with the Company by either returning shares of stock in the Company or paying a settlement sum to the Company which totaled $200,000. Other than collection of the Judgment this matter has been finalized.

 

Rocky Mountain High Brands, Inc. v La Dolce Vita Trust and Christine Guthrie, In Her Capacity As Trustee, In The 382nd District Court of Rockwall County, Texas, Cause No. 1-18-1608.

 

This is a case whereby the Company is attempting to collect on the Judgment obtained against Grisaffi. More specifically the Company is requesting the Court to order the La Dolce Vita Trust to turnover fraudulently transferred assets and for additional relief necessary to enforce the Company’s judgment against Grisaffi. Grisaffi is attempting to stay this case with his bankruptcy, the Company will seek an order from the Bankruptcy Court to continue in this case, or will work in conjunction with the Trustee appointed in the Chapter 7 case on this matter

 

Chet – 5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc., Supreme Court of the State of New York, County of Ulster, Case No. 18-4416.

 

The Plaintiff sued the Company, seeking $21,000 in damages for breach of contract. The Company contested that claim in its entirety and filed a counterclaim against the Plaintiff for an unspecified amount of damages. The parties have settled this matter.

 

NOTE 20 – Other Income/Expenses

 

Loss on Extinguishment of Debt

 

For the year ended December 31, 2019, the Company recorded a loss on extinguishment of debt of $172,910 related to the amendment and settlement of convertible notes payable. For the year ended December 31, 2018, the Company recorded a net loss on extinguishment of debt of $191,138 related to the settlement of convertible notes payable.

 

Gain on Lawsuit Judgment and Legal Settlement

 

During the year ended December 31, 2019 the Company recorded a net Gain on Lawsuit and Legal Settlement of $200,817. On May 30, 2019 the Company recorded a gain on lawsuit judgment and legal settlement of $230,840 related to the settlement of a lawsuit the Company filed in 2017 against several defendants. The settlement was reached on May 30, 2019 and included a $200,000 cash payment by the defendants to the Company, the forgiveness of debt of $30,840 owed by the Company to one of the defendants, and the return of 6,750,000 shares of common stock. In December 2019 the Company agreed to pay $30,023 to settle its lawsuit with LyonPride Music, LLC.

 

During the year ended December 31, 2018 the Company recorded a net Gain on Lawsuit and Legal Settlement of $689,724. In August 2018, the Company recorded a $654,289 gain related to the lawsuit judgment the Company received against Jerry Grisaffi, our former Chairman of the Board. The Company de-recognized two notes payable to Mr. Grisaffi, plus accrued interest, in the amount of $418,865, and de-recognized the related derivative liability of $235,424. In September 2018, the Company executed a settlement with Statewide Beverage and recorded a gain on legal settlement of $34,435. As part of the settlement, the Company received 1,818,180 of its common shares that had previously been issued to the owners of Statewide Beverage and cancelled them. The Company also recorded the extinguishment of liabilities that had been recorded at the time of the sale of product to Statewide Beverage in 2016. In November 2018, the Company recorded a gain related to the lawsuit judgment the Company received against LSW in the amount of $1,000 related to a court order to void the Series A Preferred Stock initially issued to the Company’s former Chairman of the Board and later purchased by LSW. The $1,000 gain represents the par value of the 1,000,000 shares cancelled.

 

 F-21 

 

Gain (Loss) on Change in Fair Value of Derivative Liability

 

For the year ended December 31, 2019, the Company recorded a loss on the change in fair value of derivative liability of $25,844 compared to a gain of $1,975,858 for the year ended December 31, 2018. In 2019 the loss resulted from the impact of a decrease in the price of the Company’s common stock and its impact on convertible debt, while in 2018 the gain resulted from the decrease in the price of the Company’s underlying stock, which is used to calculate the fair value of the related derivative liability, from the beginning of the year to the end of the year.

 

 NOTE 21 – Subsequent Events

 

Between January 1 and June 19, 2020, the Company issued 146,536,554 shares of common stock, including 27,000,000 for the acquisition of the assets of Raw Pharma, 17,925,000 for legal settlements, 22,413,568 for convertible notes payable conversions, 27,697,986 for director and employee compensation, 51,000,000 for payments to vendors, and 500,000 for the conversion of Series G Preferred Stock to common stock.

 

Between January 1 and June 19, 2020, the Company issued 200 shares of Series F Preferred Stock for cash.

 

Between January 1 and June 19, 2020, holders of convertible notes payable converted $278,200 of outstanding principal.

 

On February 19, 2020 the Company executed a convertible note payable with Eagle Equities, LLC (“Eagle Equities”). The note has a principal amount of $183,750, bears interest at 8%, is convertible to common stock at a conversion rate of $.03, and matures on August 19, 2021.

 

On February 25, 2020 the Board of Directors designated 5,000 shares of Series H Preferred Stock. The Board amended the designation on April 7, 2020. On April 7, 2020 the Company issued 11 shares of Series H Preferred Stock for cash.

 

On February 28, 2020 the Company executed a six-month extension of its corporate office lease. The lease includes new space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

 

On March 13, 2020 the Company exchanged four convertible notes payable with maturity dates in February and March 2020 for four convertible notes with due dates of December 13, 2020. All other terms are the same.

 

Effective March 17, 2020 the Board of Directors approved an amendment to our Articles of Incorporation to increase the Company’s authorized common stock from 200,000,000 to 1,000,000,000 shares.

 

On March 27, 2020 the Company executed a convertible note payable with Eagle Equities. The note has a principal amount of $115,000, bears interest at 8%, is convertible to common stock at a conversion rate of $.03, and matures on September 27, 2021.

 

 F-22 

 

On April 7, 2020 the Company executed a three-year consulting agreement with Eagle Processing & Distribution, Inc. (“EPD”). Under the agreement, EPD is to provide outsourced services related to sales and distribution, marketing, social media, and website maintenance, logistics and order fulfillment, production, inventory management, customer service, risk management, and assistance with obtaining financing. EPD was granted 50,000,000 shares of common stock as compensation for the first eight months of the contract with compensation for the remainder of the contract to be negotiated prior to the end of the initial eight months. On June 30, 2020 EPD returned 25,000,000 common shares of the previously issued 50,000,000 shares pending the execution of an amendment to the April 7, 2020 consulting agreement. These common shares have not been cancelled and are included in shares outstanding.

 

On April 21, 2020 the Company filed a Registration on Form S-8 to register 600,000 shares of common stock issued to a vendor as compensation for services provided.

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain of the assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle product, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles. The purchase price for the assets consists of a combination of $1,750,000 in cash, 27,000,000 shares of common stock, and the assumption or refinancing of Raw Pharma’s bank debts secured by equipment in the amount of $1,007,000. The Company is also assuming the lease of Raw Pharma’s 20,000 square foot facility and certain equipment leases. The Company assumed no other liabilities in the transaction.

 

On April 29, 2020 the Company executed a $150,100 loan agreement with Comerica Bank under the Paycheck Protection Program (“PPP”) of the Small Business Administration (“SBA”). The loan bears interest at 1% and is due on April 29, 2022. If the Company meets certain PPP qualifications the loan will be forgiven by the SBA. Otherwise, monthly loan payments will commence November 1, 2020.

 

On May 12, 2020 the Company executed a Settlement Agreement and Release with Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc., related to the 200,000 can production run the Company ran for TWC in September 2019. Pursuant to the Settlement Agreement the Company agreed to issue 17,500,000 shares of common stock, with a market value of $367,500, on the settlement date. As of December 31, 2019, the Company reversed the $322,000 previously recorded in September 2019, recorded a common stock payable of $367,500 and accrued a $15,000 payment made to TWC in January 2020 to assist with TWC’s customer service-related issues. The companies mutually released each other from all other liabilities, including a $75,000 account payable to TWC for CBD used in the manufacturing of the beverages. The companies further agreed that if RMHB files a lawsuit seeking damages against its can vendor, it would pay TWC 30% of any net recovery. RMHB is not required to take any further action.

 

On May 20, 2020 the Company executed a Release and Settlement Agreement with CHET-5 Broadcasting, Inc. (“CHET-5”) related to a breach of contract lawsuit filed by CHET-5 related to an advertising contract between the Company and CHET-5. The Company agreed to pay CHET-5 $9,000 in cash and 425,000 shares of common stock in exchange for full mutual releases.

 

 F-23 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the year ended December 31, 2019.

 

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2019, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our year ending December 31, 2020: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

 Item 9B. Other Information

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table sets forth, as of May 15, 2020 the name, age and positions of our executive officers and directors.

 

NAME AGE POSITION
Michael Welch 66 Chairman of the Board of Directors
     
David Seeberger 64 Director, President and Chief Executive Officer
     
Jens Mielke 54 Chief Financial Officer
     
Charles Smith 63 Director
     
Winton Morrison 81 Director
     
Dean Blythe 61 Director

 

The business background and certain other information about our directors and executive officers is set forth below:

 

MICHAEL WELCH – CHAIRMAN OF THE BOARD OF DIRECTORS

 

Michael Welch joined the Company in January 2016 as Chief Financial Officer. He was appointed President and Chief Executive Officer in February 2016. In September 2017 Mr. Welch was appointed Chairman of the Board of Directors. On February 5, 2019 he became a member of the Executive, Litigation and Nominating Committees of the Board of Directors. On May 11, 2020 Mr. Welch resigned as President and Chief Executive Officer and became the Company’s Chief Operating Officer.

 

Mr. Welch brings more than thirty years of executive and financial management experience to the Rocky Mountain High Brands team. Prior to joining RMHB, Mr. Welch served as CFO Managing Partner for Aventine Hill Partners, a professional services firm from July 2014 to December 2015. Mr. Welch served as Chief Financial Officer and Consultant for multiple small cap companies in Dallas, Texas from June 2011 to June 2014. Mr. Welch was the Chief Financial Officer and one of the founders of Stephan Pyles Concepts, a Dallas-based, privately-held restaurant holding company from February 2005 to May 2011.

 

In the late 90’s, Mr. Welch was part of the founders group of Resources Global Professionals (RGP), a publicly-traded, international consulting firm that was initially owned by Deloitte. Prior to his involvement with RGP, for more than ten years Mr. Welch was employed by Landmark Land Company, a publicly traded multi-state real estate developer and operator of golf and tennis resorts and hotels, commercial and residential real estate, life insurance, mortgage and savings and loans. His positions included Chief Operating Officer, Vice President of Management Systems, and Controller. Mr. Welch also served as Chief Financial Officer of Oak Tree Savings Bank, a subsidiary of Landmark Land Company and a statewide savings and loan based in New Orleans, LA.

 

 Mr. Welch is an alumnus of the audit staff at Deloitte and joined the firm immediately after earning a Bachelor of Business Administration from the University of Oklahoma. Mr. Welch is a Louisiana CPA (inactive status) and has recently completed a term on a not-for-profit board. Mr. Welch currently serves on an Advisory Board for a privately held services company with which he directed a management-led buyout from the founder of the company.

 

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DAVID SEEBERGER – DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER, GENERAL COUNSEL

 

David Seeberger joined the Company in March 2016 as Vice President, Legal. In September 2017 Mr. Seeberger was appointed to the Board of Directors. On February 5, 2019 he became a member of the Executive, Litigation and Nominating Committees of the Board of Directors. On May 11, 2020 Mr. Seeberger became the Company’s President and Chief Executive Officer.

 

Mr. Seeberger received his B.A. from Grinnell College in Grinnell, Iowa and earned his J.D. from the University of Toledo - College of Law in Toledo, Ohio. Mr. Seeberger is admitted to practice before the Supreme Court of Texas and the United States District Courts for the Northern and Eastern Districts of Texas. He has also practiced in other State and Federal Courts on a pro hoc basis. Mr. Seeberger is also admitted to practice before the Securities and Exchange Commission (SEC).

 

Mr. Seeberger’s legal experience spans in excess of twenty-five years of professional practice within the Dallas, Texas area. Mr. Seeberger has been privileged to associate with and has been a partner in various small law firms throughout his legal career – for the past decade, Mr. Seeberger has been in private practice, and maintains membership in the State Bar of Texas and the Dallas Bar Association.

 

Mr. Seeberger’s career has included all areas of corporate and small business - due diligence, corporate and business litigation as well as the areas associated therewith, including general legal counsel for corporate, real estate and commercial bankruptcy proceedings and corporate turnaround efforts. Mr. Seeberger is an AV Preeminent rated attorney resulting from the AV Preeminent-Peer Review Rating as conducted by Martindale-Hubbell. Mr. Seeberger has been engaged, contracted with, or employed by RMHB since 2012.

 

JENS MIELKE – CHIEF FINANCIAL OFFICER

 

Jens Mielke joined the Company in August 2016 as Chief Financial Officer.

 

Mr. Mielke has over 30 years’ experience in accounting and finance leadership positions. Prior to joining RMHB, Mr. Mielke was National Partner, Technical Accounting for Aventine Hill Partners, a Texas-based professional services firm. He founded and led that firm’s Technical Accounting Group where he provided technical accounting and finance services to public and private clients. Prior to Aventine Hill, Mr. Mielke was Chief Financial Officer for a high-growth, publicly-traded retailer, but spent the majority of his career at Deloitte where he was audit partner in the firm’s Dallas office. He also previously served as senior financial analyst at PepsiCo’s corporate headquarters in Purchase, NY. His experience includes working with public and private companies in strategic management, accounting, financial reporting, Sarbanes-Oxley compliance, investor relations, initial and secondary public offerings, mergers, acquisitions and divestitures, process improvement and systems implementations.

 

Mr. Mielke received his Master and Bachelor of Business Administration degrees from Southern Methodist University.

 

CHARLES SMITH – DIRECTOR

 

Charles (Chuck) Smith joined the Company in February 2016 as a Director and Chief Operating Officer. In November 2016, Mr. Smith was also appointed President of Eagle Spirit Land & Water Company. On February 5, 2019 he became a member of the Executive, Litigation and Nominating Committees of the Board of Directors. Mr. Smith resigned from the Board of Directors and as Chief Operating Officer on January 31, 2020 and rejoined the Board of Directors on May 11, 2020 and is a member of the Executive, Litigation and Nominating Committees.

  

Within the last six years, Mr. Smith has served in several key strategic roles entailing a wide-range of corporate governance. During the time period from 2007 to 2014, Mr. Smith served as a Managing Partner and Managing Member of San Carlos Associates, a multi-million-dollar investment entity located in Dallas, Texas. In addition, until the properties recently sold in 2011, Mr. Smith served as a former Managing Partner and Managing member to several investment partnerships in Midland and El Paso, Texas, with indicated values that exceed $30 million. These properties included Cornerstone Village and Villa De Madison. Similarly, Mr. Smith currently retains a partnership interest and maintains a consulting relationship at Sawyers Mill in Arlington, Texas – an entity that he has maintained a relationship with since the early 1990’s.

 

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Mr. Smith graduated with honors from University of Texas at Dallas with a Bachelor's Degree in Economics and Finance. He has been an active participant in real estate investment opportunities for over 35 years.

 

WINTON MORRISON – INDEPENDENT DIRECTOR

 

Winton “Win” Morrison joined the Company in February 2016 as a Director. On May 11, 2020 he became a member of the Executive and Nominating Committees of the Board of Directors.

 

Mr. Morrison is Principal Broker and Owner of Win Morrison Realty. Mr. Morrison spent many years as an IBM executive, based in the former IBM Kingston facility. He operated his own retail business for a time (the Snowflake Ski Shop), and also worked as an antique dealer for most of his adult life. Mr. Morrison opened the Kingston office of Win Morrison Realty in 1982. Win Morrison Realty now has five offices to serve the region. Currently, the company is actively pursuing expansion into other locations within other parts of the region.

 

DEAN BLYTHE – INDEPENDENT DIRECTOR

 

Dean Blythe joined the Company in March 2018 as a Director. On February 5, 2019 he became a member of the Executive, Litigation and Nominating Committees of the Board of Directors.

 

Mr. Blythe is the Founder and Managing Partner of TDF Resources, an advisory and investment firm he founded in January 2009 that provides advisory, management, and transaction services to public and private companies across a wide spectrum of industries.  Mr. Blythe served on the Board of Directors of Journal Communications, Inc., an NYSE-listed company, from 2013 until its sale in 2015. Mr. Blythe served on the Board of Directors of Total Outdoor Corp. from 2011 to 2013 and served as its Co-President and Chief Financial Officer from 2012 to 2013. From 2001 to 2009, Mr. Blythe was with Harte-Hanks, Inc., a NYSE-listed direct and targeted marketing services company. He served in various roles at Harte-Hanks, including as a member of the Board of Directors, President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Secretary, and Vice President – Legal. Prior to joining Harte-Hanks, Mr. Blythe served as Senior Vice President – Corporate Development & General Counsel of Hearst-Argyle Television, Inc., a NYSE-listed company, and its predecessor, Argyle Television, Inc. Mr. Blythe previously served on the Boards of Directors of Argyle Security, Inc., where he chaired its Audit Committee, and New Vision Television, Inc.

 

Mr. Blythe holds a Juris Doctor degree from Duke University and a Bachelor of Science degree from Miami University in Oxford, Ohio. 

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Committees of the Board

 

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On February 5, 2019, the Board of Directors formed three committees of the Board of Directors: Executive Committee, Litigation Committee, and the Nominations Committee. Michael Welch, Charles Smith, David Seeberger, and Dean Blythe are members of each of these committees. Win Morrison is a member of the Executive and Nominations Committees. Until further determination by the Board, the full Board of Directors will continue to undertake the duties of the Audit Committee and Compensation Committee. Prior to February 5, 2019, there were no committees of the Board of Directors.

 

Nominating Committee

 

On February 5, 2019 our Board of Directors formed a nominating committee with Michael Welch, Charles Smith, David Seeberger, and Dean Blythe as members. Win Morrison joined this committee on May 11, 2020. Currently, no written charter governs the director nomination process. When evaluating director nominees, our directors consider the following factors:

 

  • The appropriate size of our Board of Directors;

  • Our needs with respect to the particular talents and experience of our directors;

  • The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

  • Experience in political affairs;

  • Experience with accounting rules and practices; and

  • The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

  

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

 

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

 

Audit Committee

 

We do not have a separately designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

 

Advisory Board to the Board of Directors

 

In March 2018 the Board of Directors formed an informal Advisory Board consisting of non-employee members who provide advice to the Board of Directors. The Advisory Board was dissolved on October 31, 2018.

 

Code of Conduct

 

In August 2017 the Company adopted a Code of Conduct for all directors, officers, employees, and contractors.

 

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Item 11. Executive Compensation

 

Summary Compensation Table

 

The following table sets forth the compensation earned by Executive Officers during the years ended December 31, 2019 and 2018:

 

Name and Principal Position   Year   Salary   Bonus   Stock Awards   Warrant Awards   Non-Equity Incentive Plan Compensation   Non-Qualified Deferred Compensation Earnings   All Other Compensation   Total
                                                                       
Michael Welch, President and CEO (1)     2019     $ 150,000     $ —       $ —     $ —       $ —       $ —       $ 22,263     $ 172,263
      2018       146,192       —         108,801       —         —         —         —       $ 254,993
Jens Mielke, Chief Financial Officer (2)     2019       140,000       —         —       —         —         —         —      $ 140,000
      2018       136,446       —         94,334       —         —         —         —       $ 230,780
Charles Smith, Chief Operating Officer (3)     2019       101,538       —         —       —         —         —         —       $ 101,538
      2018       104,769       —         68,557       —         —         —         —       $ 173,326
David Seeberger, Vice President and General Counsel (4)     2019       120,000       —         —       —        —         —         —       $ 120,000
      2018       116,954       —         125,202       —        —         —         —       $ 242,156
John Blackington, Former Chief Commercialization Officer (5)     2019       14,538        —         —       —        —         —         —       $ 14,538
      2018       119,539         —         59,834         —       —         —         —      $ 179,373

 

Narrative Disclosure to the Summary Compensation Table

 

  1. Michael Welch was employed as a 1099 contractor in December 2015 and received compensation of $10,000. Mr. Welch initially joined the Company as Chief Financial Officer on January 1, 2016 at a salary of $120,000 per year and also became President and Chief Executive Officer on March 1, 2016 and also served as Chief Financial Officer until August 22, 2016. His salary was increased to $150,000 per year. In addition, Mr. Welch received 10,000,000 warrants with an anti-dilution clause and a cashless exercise option for common stock at a strike price of $.001 on January 4, 2016 which were exercised on July 25, 2016 for 10,434,419 shares of common stock. On February 25, 2017, Mr. Welch agreed to take 60% of his base salary in shares of common stock. On September 19, 2017 Mr. Welch was granted 789,474 shares of Series E Preferred Stock in lieu of cash compensation. On November 1, 2017 Mr. Welch converted his 789,474 shares of Series E Preferred Stock to 789,474 common shares. Mr. Welch was granted 755,000 shares of common stock as compensation on December 7, 2017. On December 19, 2017, Mr. Welch was awarded 7,000,000 stock options. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Welch. The new agreement includes base compensation of $150,000 per year and discretionary bonuses as approved by the Board of Directors.  On May 11, 2020 Mr. Welch resigned as President and Chief Executive Officer and became the Company’s Chief Operating Officer. During the year ended December 31, 2018, the Company’s bank, Bank of America, closed its corporate checking and credit card accounts. In order to pay certain operating expenses on behalf of the Company, Mr. Welch was advanced $22,263. The amount was not repaid as of December 31, 2019 so the Company as accounted for it as compensation to Mr. Welch.

 

  2. Jens Mielke joined the Company as Chief Financial Officer on August 22, 2016 at a salary of $120,000 per year. At that time, Mr. Mielke agreed to take 50% of his base salary in shares of common stock. Prior to joining the Company as an officer in August 2016, Mr. Mielke earned $1,892 as a non-employee consultant in July and August 2016. During the fiscal year ended June 30, 2017, Mr. Mielke was granted an additional 700,000 shares of common stock as compensation. On October 1, 2017 the Board of Directors changed Mr. Mielke’s annual base salary to $140,000 and changed the cash portion of Mr. Mielke’s compensation to 80%. On December 19, 2017, Mr. Mielke was awarded 5,000,000 stock options. On February 1, 2018, the Company entered into a three-year employment agreement with Mr. Mielke. The agreement includes base compensation of $140,000 per year and discretionary bonuses as approved by the Board of Directors. In March 2018, Mr. Mielke’s base compensation was changed to 100% cash.

 

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  3. Charles (Chuck) Smith is a member of the Board of Directors, and was the Company’s Chief Operating Officer until January 31, 2020. He resigned both positions on January 31, 2020, but agreed to return to the Board of Directors on May 11, 2020.  Mr. Smith did not take a salary until the Company was fully-funded. On October 1, 2017, Mr. Smith began accruing an annual base salary of $120,000. Mr. Smith was awarded 7,000,000 warrants with an anti-dilution clause and a cashless exercise option for common stock at a strike price of $.001 on February 28, 2016 for his service on the Board of Directors. His options were exercised on July 29, 2016 for 7,216,500 shares of common stock, which is included in the Director Compensation Table. During fiscal year ended June 30, 2017, Mr. Smith was granted 2,500,000 shares of common stock as compensation. On December 19, 2017 Mr. Smith was awarded 3,500,000 stock options. On February 1, 2018, the Company entered into a three-year employment agreement with Mr. Smith. The agreement included base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. On December 20, 2020 the Board of Directors issued Mr. Smith 10,000 shares of Series G Preferred Stock.  The stock was converted to 500,000 shares of common stock in 2020.

 

  4. David Seeberger’s contract specifies that he receive compensation at the rate of $120,000 per year once the Company is fully-funded and Mr. Seeberger was awarded 2,000,000 shares of the Company’s common stock on August 21, 2014 valued at $33,200 at the time of issuance. Since the Company has not yet received fully-funded status, he was paid $62,915 in fiscal year 2016 as a 1099 contractor. The Company added Mr. Seeberger to its payroll as of March 1, 2016 at a salary of $120,000 per year. In addition, Mr. Seeberger received 6,000,000 warrants with an anti-dilution clause and a cashless exercise option for common stock at a strike price of $.001 on January 4, 2016, which were exercised on July 29, 2016 for 6,282,771 shares of common stock. On February 25, 2017, Mr. Seeberger agreed to take 50% of his base salary in shares of common stock. During the fiscal year ended June 30, 2017, Mr. Seeberger was granted an additional 700,000 shares of common stock as compensation. On December 19, 2017 Mr. Seeberger was awarded 8,000,000 stock options. This included 2,000,000 options available to Mr. Seeberger under his original employment agreement dated July 2, 2014. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Seeberger. The new agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors.  Mr. Seeberger became the Company’s President and Chief Executive Officer on May 11, 2020.

 

  5. John Blackington was employed by the Company beginning February 1, 2018. From November 1, 2017 until January 31, 2018, Mr. Blackington was a non-employee contractor to the Company and accrued $6,000 per month for his services. On December 19, 2017 Mr. Blackington was awarded 7,000,000 stock options. On December 18, 2017, the Company entered into a five-year employment agreement with John Blackington, Chief Commercialization Officer. The agreement included base compensation of $140,000 per year, 7,000,000 common stock options, an annual bonus of up to 30%, and discretionary bonuses as approved by the Board of Directors. The contract was terminated effective February 6, 2019.

 Outstanding Equity Awards at December 31, 2019

 

As of December 31, 2019, there were no unexercised options, unexercised warrants, stock that has not vested, and equity incentive plan awards for any executive officer.

Compensation of Directors Table

 

The table below summarizes all compensation paid to our Directors during the year ended December 31, 2019:

 

Name  Fees Earned or Paid in Cash  Stock Awards  Option Awards  Non-Equity Incentive Plan Compensation  Non-Qualified Deferred Compensation Earnings  All Other Compensation  Total
                      
Michael Welch (1)  $—     $—     $—     $—     $—     $—     $—  
Charles Smith (2)   —      —      —      —      —      —     $—  
David Seeberger (3)   —      —      —      —      —      —     $—  
Winton Morrison(4)   —      —      —      —      —      —     $—  
Dean Blythe (5)   20,000    —      —      —      —      —     $20,000

 

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Narrative Disclosure to the Director Compensation Table

 

  (1) Michael Welch joined the Board of Directors as Chairman on September 11, 2017. His compensation as President and CEO is included in the Summary Compensation Table.

 

  (2) Charles Smith joined the Board of Directors in February 2016. His compensation as Chief Operating Officer is included in the Summary Compensation Table.  Mr. Smith resigned from the Board of Directors on January 31, 2020 and rejoined the Board of Directors on May 11, 2020.

 

  (3) David Seeberger joined the Board of Directors on September 11, 2017. His compensation as Vice President and General Counsel is included in the Summary Compensation Table.

 

  (4) Winton Morrison joined the Board of Directors in February 2016.

 

  (5) Dean Blythe joined the Board of Directors on March 19, 2018. He is paid Board fees of $5,000 per quarter.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of June 19, 2020, the beneficial ownership of the Company’s capital stock by each Executive Officer and Director, by each person known to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 280,049,700 shares of common stock issued and outstanding.

 

Title of class Name and address of beneficial owner(1) Amount of beneficial ownership Percent of class(2) Percent of Voting Power (3)
Current Executive Officers & Directors:  
Common Stock

Michael R. Welch 10626 Cox Lane

Dallas, TX 75229

 8,341,809 2.93% 2.79%
Common Stock

Jens R. Mielke 4403 Vandelia St.

Dallas, TX 75219

 7,487,163 2.63% 2.51%
Common Stock

David M. Seeberger 1252 N. Selva

Dallas, TX 75218

 8,263,062 2.90% 2.77%
Common Stock

Charles Smith

479 Medina

Highland Village, TX 75077

 6,297,428 2.21% 2.11%
Common Stock

Dean Blythe

6105 Saintsbury Dr. Apt. 31

The Colony, TX 75056

 850,001 0.23% 0.22%
Common Stock

Winton Morrison

277 Driftwood Rd., SE St. Petersburg, FL 33705

 664,784 .31% 0.28%
Common Stock Total of All Current Directors and Officers: 31,904,247 11.21% 10.68%
       
More than 5% Beneficial Owners      
None   —     —      —

 

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(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date.

(2) Based on 284,451,184 shares of common stock issued and outstanding as of June 2, 2020.

(3) Based on a total of 298,425,664 votes consisting of 284,451,184 shares of common stock issued and outstanding as of June 2, 2020 plus the voting rights of the 330 shares of Series F Preferred Stock outstanding with a stated value of $1,200 per share. The shares of Series F Preferred Stock are convertible to 13,974,480 common shares.

  

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as described below, there have been no transactions or presently proposed transactions since our incorporation to which we have been a participant in which: (1) the amount involved exceeded or will exceed the lesser of: (i) $120,000, or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years; and (2) any of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons, has any material interest, direct or indirect:

 

  1. In 2014, the Company entered into a five-year employment agreement with David M. Seeberger, Vice President and General Counsel. Under the agreement, we agreed to compensate Mr. Seeberger at a rate of $120,000 per year and to bonus obligations based on the profitability of the Company. We also agreed to grant Mr. Seeberger an option to purchase 2,000,000 shares of common stock for par value at any time after January 1, 2015. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Seeberger. The new agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors increased Mr. Seeberger’s base compensation to $150,000 per year.

 

  2. In January 2016, the Company entered into a five-year employment agreement with Michael Welch, Chief Financial Officer. Under the agreement, we agreed to compensate Mr. Welch at a rate of $120,000 per year and to pay a bonus based on the profitability of the Company. Mr. Welch became Chief Executive Officer on March 1, 2016. His salary was increased to $150,000 per year. In addition, Mr. Welch received 10,000,000 warrants for common stock at a price of $.001 on January 4, 2016 that were exercisable on July 25, 2016. During fiscal year 2017, Mr. Welch was granted an additional 755,000 shares of common stock as compensation. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Welch. The new agreement includes base compensation of $150,000 per year and discretionary bonuses as approved by the Board of Directors. In 2018, the Company advanced Mr. Welch $21,500 to pay OTC Markets and Hemp Roundtable membership fees on behalf of the Company.  Nr. Welch resigned from his position on May 11, 2020 and became the Company’s Chief Operating Officer.

 

  3. On December 18, 2017, the Company entered into a five-year employment agreement with John Blackington, Chief Commercialization Officer. The agreement includes base compensation of $140,000 per year, 7,000,000 common stock options, an annual bonus of up to 30%, and discretionary bonuses as approved by the Board of Directors. The contract was terminated effective February 6, 2019.

 

  4. On February 1, 2018, the Company entered into a three-year employment agreement with Jens Mielke, Chief Financial Officer. The agreement includes base compensation of $140,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors increased Mr. Mielke’s base compensation to $150,000 per year.

 

 31 

 

  5. On February 1, 2018, the Company entered into a three-year employment agreement with Charles Smith, Chief Operating Officer. The agreement included base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. Mr. Smith resigned from his positions as Director and Chief Operating Officer on January 31, 2020.  He rejoined the Board of Directors on May 11, 2020.  He was named the Chief Executive Officer of the Company’s wholly-owned subsidiary Rocky Mountain Productions, Inc. on April 29, 2020. He is not currently receiving compensation.

 

  6. On May 19, 2017 the Company made a convertible promissory note to LSW Holdings, LLC (“LSW”). Lily Li, was then our Executive Vice President and is Managing Member of LSW. The principal amount of the note is $79,000 with a term of six months. The note bears interest at 6% annually and is convertible to the Company’s common stock at 50% of market price, as defined in the note. On July 11, 2017 the Company made another convertible promissory note to LSW. The principal amount of the note is $100,000 with a term of six months. The note bears interest at 6% annually and is convertible to the Company’s common stock at 50% of market price, as defined in the note. Ms. Li was terminated from her position on April 5, 2018. The notes are the subject of a lawsuit brought by the Company against Ms. Li and LSW.

 

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The NASDAQ Stock Market, Inc., we have two independent directors: Dean Blythe and Winton Morrison.

 

Item 14. Principal Accountant Fees and Services

 

The following table presents the aggregate fees billed for the years ended December 31, 2019 and 2018 by the Company’s independent registered public accounting firm, Prager Metis, CPAs, LLC (which acquired Paritz & Company, P.A. in 2018), in connection with the audit of the Company’s consolidated financial statements and other professional services rendered.

 

Year Ended:   Audit Services   Audit Related Fees   Tax Fees   Other Fees
December 31, 2019     $ 47,500     $ —     $ —     $ —  
December 31, 2018     $ 44,000     $ —     $ —     $ —  

 

Audit fees represent the professional services rendered for the audit of the Company’s annual financial statements and the review of the Company’s financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or other engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements that are not reported under audit fees.

 

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other categories.

 

 32 

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

  (a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

  (b) Exhibits:

 

3.1 Articles of Incorporation, as Amended (Incorporated by reference to Registration Statement on Form 10 filed June 22, 2016)
   
3.2 By-laws, as Amended (Incorporated by reference to Registration Statement on Form 10 filed June 22, 2016)
   
3.3 Certificate of Amendment of Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K filed March 22, 2019)
   
3.4 Certificate of Designation for Series F Convertible Preferred Stock (Incorporated by reference to Current Report on Form 8-K filed December 26, 2019)
   
3.5 Certificate of Designation for Series H Preferred Stock (Incorporated by reference to Current Report on Form 8-K filed March 2, 2020)
   
3.6 Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K filed March 17, 2020)
   
3.7 First Amended and Restated Certificate of Designation for Series H Preferred Stock (Incorporated by reference to Current Report on Form 8-K filed April 10, 2020)
   
10.1 Employment Agreement with Michael Welch (Incorporated by reference to Current Report on Form 8-K filed February 23, 2018)
   
10.2 Employment Agreement with Jens Mielke (Incorporated by reference to Current Report on Form 8-K filed February 23, 2018)
   
10.3 Employment Agreement with David M. Seeberger (Incorporated by reference to Current Report on Form 8-K filed February 23, 2018)
   
10.4 Rocky Mountain High Brands, Inc. 2017 Incentive Plan (Incorporated by reference to Current Report on Form 8-K filed April 3, 2017)
   
10.5 Distributorship Agreement with Vega Bros. Sales and Distribution, LLC (Incorporated by reference to Registration Statement on Form 10 filed June 22, 2016)
   
10.6 Water Purchase Agreement (Incorporated by reference to Amended Registration Statement on Form 10 filed September 29, 2016)
   
10.7 Operating and Management Agreement (Incorporated by reference to Amended Registration Statement on Form 10 filed September 29, 2016)
   
10.8 Membership Interest Purchase Agreement (Incorporated by reference to Amended Registration Statement on Form 10 filed September 29, 2016)
   
10.9 First Amended Operating and Management Agreement of Rocky Mountain High Water Company, LLC (Incorporated by reference to Annual Report on Form 10-K filed October 11, 2017)

 

 33 

 

10.10 LSW Holdings, LLC Convertible Promissory Note dated May 19, 2017 (Incorporated by reference to Registration Statement on Form S-1 filed July 6, 2018)
   
10.11 LSW Holdings, LLC Convertible Promissory Note dated July 11, 2017 (Incorporated by reference to Annual Report on Form 10-K filed October 11, 2017)
   
10.12 Secured Promissory Note with GHS Investments, LLC ($212,328.77 – Exchange for Note issued 11/2/17) (Incorporated by reference to Current Report on Form 8-K filed July 2, 2018)
   
10.13 Asset Purchase Agreement with BFIT Brands, LLC (Incorporated by reference to Current Report on Form 8-K filed July 27, 2018)
   
10.14 Non-competition Agreement with members of BFIT Brands, LLC (Incorporated by reference to Current Report on Form 8-K filed July 27, 2018)
   
10.15 Secured Promissory Note with GHS Investments, LLC ($157,500, issued 7/24/18) (Incorporated by reference to Registration Statement on Form S-1/A filed August 8, 2018)
   
10.16 Secured Promissory Note with GHS Investments, LLC ($157,500 issued 8/9/18) (Incorporated by reference to Registration Statement on Form S-1/A filed September 7, 2018)
   
10.17 Addenda to Secured Promissory Notes (Incorporated by reference to Registration Statement on Form S-1/A filed September 7, 2018)
   
10.18 Second Addendum to Master Manufacturer Agreement (Incorporated by reference to Current Report on Form 8-K filed January 25, 2019)
   
10.19 Consulting Service Agreement with Mihok & Associates, Inc. (Incorporated by reference to Annual Report on Form 10-K filed April 15, 2019)
   
10.20 Consulting Agreement with E & E Communications (Incorporated by reference to Annual Report on Form 10-K filed April 15, 2019)
   
10.21 Secured Promissory Note with GHS Investments, LLC ($105,000 issued May 3, 2019) (Incorporated by reference to Current Report on Form 8-K filed May 9, 2019)
   
10.22 Amendment to Promissory Notes (Incorporated by reference to Current Report on Form 8-K filed May 9, 2019)
   
10.23 Broker Agreement with Carlin Group (Incorporated by reference to Current Report on Form 8-K filed June 18, 2019)
   
10.24 Operating and Management Agreement of Sweet Rock, LLC (Incorporated by reference to Current Report on Form 8-K filed June 24, 2019)
   
10.25 Securities Purchase Agreement with GHS Investments, LLC (Incorporated by reference to Current Report on Form 8-K filed December 26, 2019)

 

 34 

 

10.26 Consulting Agreement with Eagle Processing & Distribution, Inc. (Incorporated by reference to Current Report on Form 8-K filed April 14, 2020)
   
10.27 Asset Purchase Agreement with Raw Pharma, LLC (Incorporated by reference to Current Report on Form 8-K filed May 8, 2020)
   
10.28 Bill of Sale with Raw Pharma, LLC (Incorporated by reference to Current Report on Form 8-K filed May 8, 2020)
   
10.29 Amendment to Employment Agreement with Michael Welch (Incorporated by reference to Current Report on Form 8-K filed May 12, 2020)
   
10.30 Amendment to Employment Agreement with David Seeberger (Incorporated by reference to Current Report on Form 8-K filed May 12, 2020)
   
10.31 Amendment to Employment Agreement with Jens Mielke (Incorporated by reference to Current Report on Form 8-K filed May 12, 2020)
   
10.32 Settlement Agreement and Release with Texas Wellness Center, Inc. (Incorporated by reference to Current Report on Form 8-K filed May 21, 2020)
   
10.33 Release and Settlement Agreement with CHET-5 Broadcasting, Inc. dated May 20, 2020*
   
10.34 Third Amendment to Lease with Whitestone Offices, LLC dated February 28, 2020*
   
10.35 8% Convertible Redeemable Note Due September 27, 2021 with Eagle Equities, LLC ($115,000)*
   
10.36 8% Convertible Redeemable Note Due August 19, 2021 with Eagle Equities, LLC ($183,750)*
   
10.37 Exchange Agreement with GHS Investments, LLC dated March 13, 2020 ($62,670)*
   
10.38 Secured Promissory Note with GHS Investments, LLC dated March 13, 2020 ($62,670)*
   
10.39 Exchange Agreement with GHS Investments, LLC dated March 13, 2020 ($112,393)*
   
10.40 Secured Promissory Note with GHS Investments, LLC dated March 13, 2020 ($112,393)*
   
10.41 Exchange Agreement with GHS Investments, LLC dated March 13, 2020 ($169,569)*
   
10.42 Secured Promissory Note with GHS Investments, LLC dated March 13, 2020 ($169,569)*
   
10.43 Exchange Agreement with GHS Investments, LLC dated March 13, 2020 ($113,400)*
   
10.44 Secured Promissory Note with GHS Investments, LLC dated March 13, 2019 ($113,400)*
   
10.45 Secured Promissory Note with GHS Investments, LLC dated November 27, 2019 ($31,000)*

 

 35 

 

10.46 Secured Promissory Note with GHS Investments, LLC dated December 31, 2020 ($31,000)*
   
10.47 Amendment to Secured Promissory Note with GHS Investments, LLC dated November 27, 2019*
   
10.48 Amendment to Secured Promissory Note with GHS Investments, LLC dated December 31, 2019*
   
14.1 Code of Conduct (Incorporated by reference to Current Report on Form 8-K filed February 23, 2018)
   
14.2 Insider Trading Policy (Incorporated by reference to Current Report on Form 8-K filed February 23, 2018)
   
21.1 List of Subsidiaries (Incorporated by reference to Annual Report on Form 10-K filed April 15, 2019)
   
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
   
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
   
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 18 U.S.C Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002*
   
101 Materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Extensible Business Reporting Language (XBRL)*

 

* Filed herewith

 

# Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 36 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Rock Mountain High Brands, Inc.

By: /s/ David Seeberger
David Seeberger
President and Chief Executive Officer
July 8, 2020

 

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By: /s/ Michael Welch
Michael Welch
Chairman of the Board of Directors,

July 8, 2020

 

By: /s/ David Seeberger
David Seeberger
Director, President and Chief Executive Officer, and General Counsel

July 8, 2020

 

By: /s/ Jens Mielke
Jens Mielke
Chief Financial Officer and Principal Accounting Officer
July 8, 2020

 

By: /s/ Charles Smith
Charles Smith
Director

July 8, 2020

  

By: /s/ Dean Blythe
Dean Blythe
Director
July 8, 2020

 

By: /s/ Winton Morrison
Winton Morrison
Director
July 8, 2020

 

 37 

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RELEASE AND SETTLEMENT AGREEMENT

 

This Release and Settlement Agreement (the "Agreement") is made on this 20th day

of May, 2020 and entered into by and between Rocky Mountain High Brands, Inc. (sometimes referred to as "RMHB") and Chet-5 Broadcasting, Inc. (sometimes referred to as "Chet-5") (all sometimes collectively referred to as "the Parties") according to the following terms.

A.The Parties are involved in a lawsuit in the Supreme Court of the State of New

 

York County of Ulster, Case Number 18-4416, styled Chet-5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc. (the "Lawsuit"). Chet-5 filed the Lawsuit against RMHB has responded and has filed counterclaims in the Lawsuit.

B.              The Parties have each denied all claims and allegations of the other Parties in the Lawsuit.

C.                 The Parties desire to compromise and settle all controversies, claims and causes of action, of whatever kind or character, existing between them, or that could exist between them arising out of, relating to or in connection with any and/or all events occurring prior to the execution of this Agreement, including but not limited to those asserted by the Parties in the Lawsuit.

D.             The Parties sunderstand and agree that this is a compromise of claims, disputes and controversies, and that nothing contained herein shall be construed as an admission of liability by any party, all such liability being expressly denied.

NOW, THEREFORE, whereas none of the parties are infants or incompetent, and in consideration of the mutual promises and covenants specified herein, including the recitals set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by all of the Parties, the undersigned agree as follows:

 1 
 

 

1.RMHB shall issue and deliver to Chet-5 the sum of $12,000.00 in good funds by

 

bank check or wire transfer on or before May 22, 2020, and as soon as reasonably possible shall issue 410,000 shares of Rule 144 common stock of RMHB, being $9,000.00 of stock at the price of $0.022 per share, plus 15,000 additional shares of Rule 144 stock for a total of 425,000 shares. Such shares shall be

issued in the name of Chet-5 Broadcasting, L.P. within ten (10) days of the date of this agreement.

 

2.                   Attorneys' Fees and Costs. Each party shall bear his, her or its own respective costs, expenses and attorneys' fees incurred.

RELEASES

 

For good and valuable consideration, the Parties agree as follows:

 

3.                  Releases. The Parties, individually and collectively, as well as their respective predecessors and successors, agents, attorneys, employees, representatives, heirs and assigns, hereby forever fully release, discharge and acquit the other Parties, and each of them, individually and collectively, as well as their respective predecessors and successors, agents, attorneys, employees, representatives, heirs and assigns, from any and all costs, losses, liabilities, damages, injuries, expenses, claims, demands, actions, causes of action, contracts and/or agreements, known or unknown, fixed or contingent, liquidated or unliquidated, that any one or more of the Parties has, or may in the future have, against any or all of the Parties as a result of or arising out of or pertaining to any subject matters arising from the contractual relationship between Chet-5 and RMHB as set forth in the Lawsuit, as well as all other events at any time through the date of this Agreement; provided, however, this release is not intended to and does not apply to any claim to enforce the terms of this Agreement or of any of the obligations contained herein.

 2 
 

4.                  Dismissal of Claims. Subject to and expressly conditioned upon each of the events described above occurring, all Parties shall execute or cause the execution of a judgment of dismissal of the Lawsuit. All claims and counterclaims in the Lawsuit shall be dismissed with prejudice. All Parties and their counsel shall cooperate in the prompt filing of such document with the Court and use their best efforts to cause the Judgment to be entered in the Lawsuit.

WARRANTIES, REPRESENTATIONS AND COVENANTS

 

The Parties make the following covenants, warranties and representations, each of which shall survive the Closing and the transactions described herein:

5.                  No Admission of Liability. This Agreement is entered into for settlement purposes to avoid inconvenience, litigation and expense, and, except as otherwise provided or created herein, it is further agreed that no party hereto admits to the existence or validity of any debts, duties, obligations, claims, defenses, demands, actions, causes of action, suits, damages, injuries, liabilities, penalties, losses, costs or expenses (including attorneys' fees, expert fees and court costs).

6.                  Voluntariness. The Parties have read this Agreement, understand its contents, and have voluntarily executed this Agreement as his or her or its own free act. Each Party has been given adequate time to consider this Agreement. The terms of this Agreement are not only understandable, but they are fully understood by him or her or it.

7.      No Prior Assignments. Each of the Parties owns and has not sold,

assigned, granted or otherwise transferred to any other individual or entity any right, privileges or cause of action, or any part thereof, arising out of or otherwise connected with the subject matter or terms of this Agreement. 

 3 
 

8.                   Consideration. The only consideration for signing this Agreement are the terms stated herein. No other promises or agreements of any kind have been made to or with the Parties by any person or entity whomsoever to cause him or her or it to execute this Agreement.

9.                  Consultation with Attorneys. Each Party has consulted with his or her or its attorneys prior to executing this Agreement, or has had the opportunity to do so, his or her or its attorneys have explained the terms and conditions of this Agreement, they have fully answered all of his or her or its questions concerning same and have apprised him or her or it of the legal impact of this Agreement, and he or she or it fully understands this Agreement and the final and binding effect.

10.              Authority. Each Party to this Agreement has the capacity, power, and authority to enter into this Agreement and to execute and deliverany and all documents required to be executed and delivered by that Party pursuant to this Agreement and agrees and acknowledges that this Agreement has been approved by all necessary corporate or other action. Each Party to this Agreement further warrants and represents to the other Parties that this Agreement and all of its terms and conditions are valid, binding, and enforceable upon such party.

MISCELLANEOUS

 

11.              Entire Agreement. This Agreement contains the full and complete agreement of the Parties hereto, and all prior negotiations and agreements pertaining to the subject matter hereof are merged into this Agreement.. EACH PARTY HERETO EXPRESSLY WAIVES ANY FRAUDULENT INDUCEMENT CLAIMS RELATED TO THIS AGREEMENT.

12.               Binding Effect and Beneficiaries. This Agreement and any documents attendant to same shall inure to the benefit and shall be binding on the Parties hereto and their

 4 
 

affiliates, principals, heirs, executors, legatees, administrators, trustees, ancillary trustees, personal representatives, successors and assigns.

13.              Amendments. This Agreement embodies, merges, and integrates all prior and current agreements and understandings of the Parties with regard to the matters addressed herein and may not be clarified, odified, exchanged, or amended except in a writing signed by each of the Parties affected by such clarification, modification, exchange or amendment.

14.              Partial Invalidity or Unenforceability. Should it be determined for any reason that any provision of this Agreement or any documents executed in connection herewith is invalid or unenforceable, then such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement or the documents executed in connection herewith.

15.              No Disparagement and Confidentiality. The Parties to this Agreement all agree that it is in the best interest of everyone that none of the Parties disparage any other of the Parties, and each of them agrees to make best efforts to not make, directly or indirectly, or authorize any third party to make, directly or indirectly, any statement, whether oral or written, to any third person which disparages any of the other parties. The Parties further agree to use their best efforts to keep this Agreement and its terms confidential and to not disclose the terms of same to any other person without the prior written consent of the other Party or to a Court of competent jurisdiction, under subpoena or to such parties officers, accountants and lawyers.

16.              Understanding and Authority. Each Party hereby acknowledges that he, she or it has read and fully understands, or has had explained to his, her or its satisfaction by counsel odf his or its own choosing, all of the terms, conditions, and covenants of this Agreement. Each of the signatories further acknowledges that he or it is fully authorized to

 5 
 

execute this Agreement in the capacity set forth, that he, she or it is authorized to fully bind the entity on whose behalf the individual has signed and that each executes this Agreement willingly and voluntarily.

17.               Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. A facsimile or photocopy of this Agreement and/or the signature of a Party shall be deemed to constitute an original.

18.              Law Governing and Forum Selection. The validity, construction, enforcement and effect of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws provision thereof. The New York Supreme Court for the County of Ulster shall have continuing jurisdiction over the parties for the purposes of enforcing the obligations of the parties hereto.

19.              Headings. The headings used herein are inserted for convenience only and shall not constitute a part hereto.

20.       Gender. Whenever the context so requires, all words herein in any gender shall be deemed to include the male, female or neutral gender, all singular words shall include the plural, and all plural words shall include the singular.

21.     Attorneys' Fees. In the event any litigation is instituted relating to any dispute over the interpretation, validity, construction, enforcement and/or effect of this Agreement, the prevailing party shall be awarded the reasonable and necessary attorneys'

fees incurred in connection with such dispute.

 

 6 
 

22. Authorized Signers. The signatories hereto each represent and warrant that they have full and binding authority and authorization from such organizations to enter into this Release and Settlement Agreement.

 

 

    ROCKY MOUNTAIN HIGH BRANDS, INC.  
       
    By: David M. Seeberger  
    David M. Seeberger  
    It’s: General Counsel  

 

 

    CHET-5 BROADCASTING, INC.  
       
    By: Gary Chetkof  
    Gary Chetkof  
    It’s: President  

 

 7 
 

 EX-10.34 4 ex10_34.htm

 

THIRD AMENDMENT TO LEASE

 

THIS THIRD AMENDMENT TO LEASE (this "Amendment") is made as of 2/28/20 by and between Whitestone Offices LLC, a Texas limited liability company ("Landlord") and Rocky Mountain High Brands Inc., a Nevada corporation ("Tenant").

 

RECITALS:

 

A.                 Landlord and Tenant are each a party to that certain Lease Agreement dated June 3, 2016, as amended (the "Lease"), relating to Suite 200, containing approximately 6,172 rentable square feet (the "Original Premises") at 9101 LBJ Freeway, Dallas, Texas 75243 (the "Building").

 

B.                  Tenant desires to relocate to other premises in the Building and to renew and extend the Lease, and Landlord has agreed to such relocation, renewal and extension, upon the terms and conditions hereinafter described.

 

AGREEMENT:

 

 

NOW, THEREFORE, in consideration of the Premises and the mutual covenants herein contained, the parties hereby amend the Lease on the terms hereof effective as of the date hereof:

 

1.                  Capitalized Terms. All capitalized terms used in this Amendment shall have the meaning given to such terms in the Lease, unless otherwise defined herein.

 

2.                  Extension of Term. The term of the Lease is hereby extended for a period of six (6) months beginning March 1, 2020 and expiring on August 31, 2020, unless sooner terminated pursuant to the provisions of the Lease (the "Extended Term").

 

3.                  Relocated Premises. From and after the New Space Commencement Date (as hereinafter defined): (a) Landlord shall lease to Tenant, Suite 420, (the "New Space") consisting of approximately 2,581 rentable square feet (the "Rentable Area"), as further described on Exhibit A attached hereto and made a part hereof; and (b) the term "Premises" shall refer to the New Space. Tenant shall vacate and surrender the Original Premises in accordance with the terms of the Lease no later than the day prior to the New Space Commencement Date. "New Space Commencement Date" shall mean the date Landlord delivers the Premises to Tenant, which date the parties estimate to be April 1, 2020. If there is a delay in the New Space Commencement Date, Landlord shall not be deemed to be in default under the Lease or this Amendment. Tenant agrees to accept possession of the New Space when Landlord can tender the same. Landlord reserves the right to require Tenant to execute a commencement letter to evidence the actual date the Original Premises were surrendered and the New Space Commencement Date.

 

4.                  Base Rent. During the Extended Term, Base Rent shall be paid to Landlord in monthly installments as follows:

 

  
 

 

Lease Period   Base Rent
         
03-01-2020 through New Space   $3,548.88 per month
    Commencement Date    
New Space through 08-31-2020   $3,548.88 per month
Commencement Date      

 

Tenant agrees to pay the Base Rent pursuant to the terms of the Lease.

 

5.                  Options to Extend. Tenant's option to extend the term of the Lease granted in Section 4 of the Second Amendment to Lease dated September 5, 2019 is hereby deemed void and of no further force or effect. Tenant is hereby granted one (1) option to renew the term of the Lease ("Option to Extend") for a period of six (6) months (the "Additional Term"), provided Tenant gives Landlord written notice not less than three (3) months prior to the expiration of this Extended Term, of its election to exercise its option TIME BEING OF THE ESSENCE with respect to such notice. Except as specifically set forth herein, the Additional Term shall be upon all the terms and conditions of the Lease, except that on the first day of the Additional Term, Base Rent shall not increase, and Tenant shall continue to pay the same rate applicable to the immediate preceding term period.

 

6.Notices. The Lease is hereby amended to designate the following addresses for notices to

Tenant:

 

Rocky Mountain High Brands Inc. AND Rocky Mountain High Brands Inc.
9101 Lyndon B. Johnson Freeway, Suite 420   10626 Cox Lane
Dallas, Texas 75243   Dallas, TX 75229

 

7.                   Grant of Relocated Premises. Tenant accepts the Premises and the Building as suitable for the purposes for which the same are leased, on an "As-Is, Where-Is" basis. Landlord has made no representations or warranties concerning the Premises and the Building.

 

8.                   Tenant Representation. Tenant represents and warrants that Tenant has not dealt with any real estate agent or broker in connection with this Amendment. Tenant covenants and agrees to indemnify and hold Landlord harmless from and against any and all claims for commissions and other compensation made by any agent or agents and/or broker or brokers claiming to have represented Tenant.

 

9.                   Modifications to Lease. Except as modified by this Amendment, the Lease and all the terms, covenants, conditions, and agreements remain in full force and effect. This Amendment may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.

 

10.               Entire Understanding. This Amendment contains the entire understanding between the parties with respect to the matters contained herein. No representations, warranties, covenants, or agreements have been made concerning or affecting the subject matter of this Amendment, except as are contained herein and in the Lease.

 

11.               Representations and Warranties. Tenant hereby represents and warrants to Landlord that: 1) this Amendment (and each term and provision hereof) has been duly and appropriately authorized

 

 2 
 

 

by Tenant and no additional consent, agreement or approval from any other party is required to bind Tenant hereto; 2) that Landlord is not currently in default of the Lease; and 3) Tenant is currently in compliance with and shall at all times during the term of the Lease (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including but not limited to those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including but not limited to the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto.

 

12.              Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which when affixed together shall constitute but one and the same instrument. The parties hereby agree signatures exchanged via facsimile and/or electronically shall be deemed original signatures for all purposes.

 

 

 

[SIGNATURES ON FOLLOWING PAGE]

 

 

 

 

 3 
 

 

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the date and year first above written.

 

LANDLORD:   TENANT:

  
       
Whitestone Offices LLC,   Rocky Mountain High Brands Inc.,  
a Texas limited liability company   a Nevada corporation  
       
By: Pillarstone Capital REIT Operating Partnership, L.P.,      
a Delaware limited partnership,      
its sole member      
       
By: Pillarstone Capital REIT,      
a Maryland real estate investment trust,      
its general partner      

 

BY:     BY: /s/ David Seeberger
  JAMES C. MASTANDREA     DAVID SEEBERGER
ITS: PRESIDENT   ITS: COO and General Counsel
         
BY:        
   JAMES C. MASTANDREA      
 ITS: CHAIRMAN      
         
         
    2/28/20
DATE   DATE

 

 

 

ATTACHMENT:

Exhibit A - New Space

 

 4 
 

 

 

EXHIBIT A

NEW SPACE

(9101 LBJ Freeway, Suite 420, Dallas, Texas 75253)

 

 

 

 

 

 

 

 5 
 

 EX-10.35 5 ex10_35.htm

 

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

US $115,000.00

 

ROCKY MOUNTAIN HIGH BRANDS, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE SEPTEMBER 27, 2021

 

 

FOR VALUE RECEIVED, ROCKY MOUNTAIN HIGH BRANDS, INC. (the "Company") promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors and Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount ONE HUNDRED FIFTEEN THOUSAND DOLLARS (U.S. $115,000.00) on September 27, 2021 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 27, 2020. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. This Note shall contain an $5,000.00 Original Issue Discount (OID) such that the purchase price shall be $110,000.00. The principal of, and interest on, this Note are payable at 390 Whalley Avenue, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

 

This Note is subject to the following additional provisions:

 

1.                  This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No

 

  
 

 

service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement by the between the Company and the Holder dated March 27, 2020.

 

2.                  The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3.                  This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act"), applicable state securities laws and Sections 2(f) and S(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

 

4.                  (a) The Holder of this Note is entitled, at its option, during the first 180 days that this note is in effect, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock (the "Common Stock") at a price of $0.03 per share (the "Fixed Price"). The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock at a price (the "Conversion Price") for each share of Common Stock equal to 60% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the Twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company's Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending

 

 2 
 

 

this increase. In the event the Company experiences a OTC "Chill" on its shares, the conversion price shall be decreased to 50% instead of 60% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 61 days prior written notice by the Investor). If the Company offers a conversion discount or other more favorable conversion terms (whether via interest, rate O1D or otherwise) or lookback period to another party ("Third Party Note") or otherwise grants any other more favorable terms to any third party than those contained herein while this note is in effect, then, the Holder, at its option, may incorporate any or all those terms in this note. If those terms pertain to a conversion discount or lookback period, then the Holder shall be allowed to convert this note at the same price as that which was offered in the Third Party Note.

 

(b)               Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c)                During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:

 

Date   Amount
0-30 days   120%* (P+I)
31-60 days   125%* (P+I)
61-90 days   130%* (P+I)
91-120 days   135%* (P+I)
121-150 days 140%* (P+I)
151-180 days 145%* (P+I)

 

This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void.

 

 

(d)               Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,

 

 3 
 

conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Alternative Conversion Price.

 

(e)                In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5.                  No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6.                  The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in talcing any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7.                  The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8.If one or more of the following described "Events of Default" shall occur:

 

(a)                The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b)               Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c)The Company shall fail to perform or observe, in any respect, any covenant,

 

 4 
 

 

term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d)               The Company shall (1) become insolvent (which does not include a "going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e)                A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f)                Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g)                One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

(h)               Defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i)                 The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

(g)        If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k)               The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

 

(l)                 The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

(m)The Company shall be delinquent in its periodic report filings with the

 

 5 
 

 

Securities and Exchange Commission; or

 

(n)              The Company shall cause to lose the "bid" price for its stock in a market (including the OTC marketplace or other exchange).

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration}, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the parties agree that damages shall be difficult to determine and agree on liquidated damages in the amount of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per day beginning on the 10th day. In the event of a breach of Section 8(n), the parties agree that damages shall be difficult to determine and hereby agree to an increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that damages will be difficult to determine and agree that the outstanding principal due under this Note shall increase by 50% as a liquidated damages payment. If this Note is not paid at maturity, or within 10 days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

 

Make-Whole for Failure to Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(Highest VWAP for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

 

 6 
 

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder's written notice to the Company.

 

9.                  In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10.              Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

11.              The Company represents that it is not a "shell" issuer and that if it previously has been a "shell" issuer that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a "shell issuer.

 

12.            The Company shall issue irrevocable transfer agent instructions reserving sufficient shares of its Common Stock for conversions under this Note (the "Share Reserve"). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of three times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to maintain such reserved amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

 

13.              If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

14.              This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

 7 
 

 

IN WllNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: March 27, 2020

 

 

    ROCKY MOUNTAIN HIGH BRANDS, INC.  
       
    By: Michael R. Welch  
    Name: Michael R. Welch  
    It’s: President & CEO  

 

 8 
 

 

EXHIBIT A

 

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $ __________________of the above Note into ____________Shares of Common Stock of ROCKY MOUNTAIN HIGH BRANDS, INC. ("Shares") according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other truces and charges payable with respect thereto.

 

Date of Conversion: ____________________________________________

Applicable Conversion Price: ______________________________________

Signature: ____________________________________________________

[Print Name of Holder and Title of Signer]

Address: _____________________________________________________

___________________________________________________

 

 

SSN or EIN: _________________________

Shares are to be registered in the following name: _______________________________________

 

 

Name: ____________________________________________________________

Address: __________________________________________________________

Tel: _____________________________________________

Fax: ____________________________________________

SSN or EIN: ______________________________________

 

 Shares are to be sent or delivered to the following account:

 

Account Name: _____________________________________________________

Address: __________________________________________________________

 

 9 
 

 EX-10.36 6 ex10_36.htm

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT")

 

US $183,750.00

ROCKY MOUNTAIN HIGH BRANDS, INC. 8% CONVERTIBLE REDEEMABLE NOTE DUE AUGUST 19, 2021

 

 

FOR VALUE RECEIVED, ROCKY MOUNTAIN HIGH BRANDS, INC. (the "Company") promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors and Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount ONE HUNDRED EIGHTY-THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS (U.S. $183,750.00) on August 19, 2021 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on February 19, 2020. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. This Note shall contain an $8,750.00 Original Issue Discount (OID) such that the purchase price shall be $175,000.00. The principal of, and interest on, this Note are payable at 390 Whalley Avenue, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

 

This Note is subject to the following additional provisions:

 

1.This Note is exchangeable for an equal aggregate principal amount of Notes

 

  
 

 

of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement by the between the Company and the Holder dated February 19, 2020.

 

2.                                      The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3.                                      This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act"), applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

 

4.                                      (a) The Holder of this Note is entitled, at its option, during the first 180 days that this note is in effect, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock (the "Common Stock") at a price of $0.03 per share (the "Fixed Price"). The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's Common Stock at a price (the "Conversion Price") for each share of Common Stock equal to 60% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the Twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company's Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the

 

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lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 50% instead of 60% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 61 days prior written notice by the Investor). If the Company offers a conversion discount or other more favorable conversion terms (whether via interest, rate OID or otherwise) or lookback period to another party ("Third Party Note") or otherwise grants any other more favorable terms to any third party than those contained herein while this note is in effect, then, the Holder, at its option, may incorporate any or all those terms in this note. If those terms pertain to a conversion discount or lookback period, then the Holder shall be allowed to convert this note at the same price as that which was offered in the Third Party Note.

 

(b)               Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c)                During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:

 

Date Amount
0-30 days 120% * (P+I)
31-60 days 125% * (P+I)
61-90 days 130% * (P+I)
91-120 days 135% * (P+I)
121-150 days 140% * (P+I)
151-180 days 145% * (P+I)

 

This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void.

 

 

(d)               Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to

 

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change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Alternative Conversion Price.

 

(e)                In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5.                                      No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6.                                      The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7.                                      The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8.If one or more of the following described "Events of Default" shall occur:

 

(a)               The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b)               Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

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(c)                The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d)               The Company shall (1) become insolvent (which does not include a "going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e)                A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f)                Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g)                One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

(h)               Defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i)                 The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

G) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k)               The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

 

(I)            The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

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(m)             The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

 

(n)               The Company shall cause to lose the "bid" price for its stock in a market (including the OTC marketplace or other exchange).

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the parties agree that damages shall be difficult to determine and agree on liquidated damages in the amount of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per day beginning on the 10th day. In the event of a breach of Section 8(n), the parties agree that damages shall be difficult to determine and hereby agree to an increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that damages will be difficult to determine and agree that the outstanding principal due under this Note shall increase by 50% as a liquidated damages payment. If this Note is not paid at maturity, or within 10 days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

 

Make-Whole for Failure to Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

 

Failure to Deliver Loss= [(Highest VWAP for the 30 trading days on or after the day of exercise)

 

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x (Number of conversion shares)]

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder's written notice to the Company.

 

 

9.                                      In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10.                               Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

11.                              The Company represents that it is not a "shell" issuer and that if it previously has been a "shell" issuer that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a "shell issuer.

 

12.                          The Company shall issue irrevocable transfer agent instructions reserving sufficient shares of its Common Stock for conversions under this Note (the "Share Reserve"). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of three times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to maintain such reserved amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

 

13.                               If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

14.                               This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed

by an officer thereunto duly authorized.

 

 

Dated: February 19, 2020

 

 

 

    ROCKY MOUNTAIN HIGH BRANDS, INC.  
       
    By: Michael R. Welch  
    Name: Michael R. Welch  
    It’s: President & CEO  

 

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EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $ __________________of the above Note into ____________Shares of Common Stock of ROCKY MOUNTAIN HIGH BRANDS, INC. ("Shares") according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other truces and charges payable with respect thereto.

 

Date of Conversion: ____________________________________________

Applicable Conversion Price: ______________________________________

Signature: ____________________________________________________

[Print Name of Holder and Title of Signer]

Address: _____________________________________________________

___________________________________________________

 

 

SSN or EIN: _________________________

Shares are to be registered in the following name: _______________________________________

 

 

Name: ____________________________________________________________

Address: __________________________________________________________

Tel: _____________________________________________

Fax: ____________________________________________

SSN or EIN: ______________________________________

 

 Shares are to be sent or delivered to the following account:

 

Account Name: _____________________________________________________

Address: __________________________________________________________

 

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 EX-10.37 7 ex10_37.htm

 

 

EXCHANGE AGREEMENT

  

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 13th day of March 2020, by and among Rocky Mountain High Brands, Inc., a Nevada corporation (the "Company"), all of the subsidiaries of the Company that are party to the Agreement (collectively, "Subsidiaries") and OHS INVESTMENTS, LLC (the "Holder").

 

WHEREAS, the Holder beneficially owns and holds certain $55,000.00 Promissory Note dated September 28, 2018 as set forth on Exhibit A hereto (the "Note");

 

WHEREAS the total outstanding principal and interest on the Note as of February 19, 2020 equals $62,669.86; and

 

WHEREAS, the Holder desires to exchange (the "Exchange") the Note for a new Convertible Promissory Note (the "Exchange Security") of the Company as set forth and memorialized on Exhibit B hereto, and the Company desires to issue the Exchange Security in exchange for the Note, all on the terms and conditions set forth in this Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

 

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:

 

Section 1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Note and, m exchange therefore, the Company shall issue to the Holder the Exchange Security.

 

1.1    Closing. On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Security to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Note. The closing of the Exchange shall occur on February 20, 2020, or as soon thereafter as the parties may mutually agree in writing (the "Closing Date"), subject to the provisions of Section 4 and Section 5 herein.

 

1.2    Section 3(a)(9). Assuming the accuracy of the representations and warranties of each of the Company and the Holder set forth in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.

 

Section 2. Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

 

  
 

 

2.1     Organization and Qualification. The Company and each of the subsidiaries of the Company (the "Subsidiaries") is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the "Transaction Documents"), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

2.2     Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

2.3     Issuance of Exchange Security. The issuance of the Exchange Security is duly authorized and, upon issuance in accordance with the terms

 

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hereof, the Exchange Security shall be validly issued, fully paid and non assessable. The shares of common stock, par value $0.001 per share (the "Common Stock") issued upon conversion of the Exchange Security, when issued and delivered in accordance with the terms of the Exchange Security, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Security shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Exchange Security will be freely transferable and freely tradable by the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate (as defined herein) and the holding period requirements of Rule 144 have been satis fied. The shares of Common Stock issuable upon conversion of the Exchange Security shall not bear any restrictive or other lege nds or notations if the requirements of Rule 144 have been satisfied. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Security at least equal to the greater of 9,410,000 shares of Common Stock and 300% of the Required Minimum on the date hereof. " Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Exchange Security (including shares of Common Stock issuable as payment of interest on the Exchange Security), ignoring any conversion limits set forth there in, and assuming that the Conversion Price is at all times on and after the date of determination 75% of the then Conversion Price on the trading day immediately prior to the date of determination.

2.4      No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Exchange Security and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis ion of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizationa l or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances (" Liens") upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals (as defined herein), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a

 

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Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

2.5     Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.

2.6     No Commission; No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission or other remuneration for soliciting the Exchange. The Exchange Security is being issued exclusively for the exchange of the Note and no other consideration has or will be paid for the Exchange Security.

 

2.7     3(a)(9) Representation. The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Security pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Security to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Security to be integrated with other offerings to the effect that the delivery of the Exchange Security to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.

2.8     No Third-party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect to the Exchange.

2.9     SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the

 

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requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year end audit adjustments.

2.10      Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

 

2.11      Filings, Consents and Approvals. Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or any natural person, firm, partnership, association, corporation, company, trust, business trust or other entity (each, a "Person") in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market (as defined herein) for the issuance and the listing of the shares of Common Stock issuable upon conversion of the Exchange S for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals").

2.12      Capitalization. The capitalization of the Company is as set forth on Schedule 2.12. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth on Schedule 2.12, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or

 

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contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Security. There are no stockholder agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

2.13      DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

2.14      Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.14 or in a subsequent SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included within the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholder or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined below), except pursuant to existing Company stock option plans. The Company does not have pending any request for confidential treatment of information before the SEC. Except for the issuance of the Exchange Security contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) trading day prior to the date that this representation is made.

 

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2.15     Litigation. Other than as set forth on Schedule 2.15, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Security or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

2.16     Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.17      Compliance. Other than as set forth on Schedule 2.17, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its

 

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properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

2.18      Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

2.19     Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii) Liens held by the Holder. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

2.20     Intellectual Property. Other than as set forth on Schedule 2.20, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Except as set forth on Schedule 2.20 neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could

 

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not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

2.21Intentionally Omitted.

2.22      Transactions With Affiliates and Employees. Other than as set forth on Schedule 2.22, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

 

2.23Intentionally Omitted.

2.24      Certain Fees. Other than as set forth on Schedule 2.24, no brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

 

2.25      Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Exchange Security, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.

2.26      Registration Rights. Other than as set forth on Schedule 2.26 and the Transaction Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.

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2.27      Listing and Maintenance Requirements. Other than as set forth in Schedule 2.27, the Company has not, in the 12 months preceding the date hereof, received notice from the OTC Markets or any other exchange or quotation service on which the Common Stock is or has been listed or quoted (the "Trading Market") to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Other than as set forth in Schedule 2.27, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

2.28      Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company's issuance of the Exchange Security pursuant to the Exchange.

2.29      Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

2.30      No Integrated Offering. Assuming the accuracy of the Holder's representations and warranties set forth in Section 3, neither the Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy

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any security, under circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

2.31      Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in Schedule 2.31,the SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same, are, or should be, reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Other than as set forth in Schedule 2.31, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

2.32      Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

2.33     Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware)

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which is in violation of law or (iv) violated in any material respect any provision ofFCPA.

2.34      No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents.

2.35      Acknowledgment Regarding Holder's Exchange of the Note. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length party with respect to the Transaction Documents and the transactions contemplated thereby.

2.36        Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

 

2.37      Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

2.38      Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

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2.39      Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

Section 3. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that:

3.1     Ownership of the Note. The Holder is the legal and beneficial owner of the Note. The Holder paid for the Note, and has continuously held the Note since its issuance or purchase. The Holder, individually or through an affiliate, owns the Note outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.

3.2    No Public Sale or Distribution. The Holder is acquiring the Exchange Security in the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Exchange Security or the shares of Common Stock into which such security is convertible, for any minimum or other specific term and reserves the right to dispose of the Exchange Security and the shares of Common Stock into which such security is convertible at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Note or the Exchange Security.

3.3    Accredited Investor and Affiliate Status. The Holder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an "affiliate" of the Company (as defined in Rule 144) (an "Affiliate") or (c) a "beneficial owner" of more than 10% of the Company's Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

3.4     Reliance on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the

 

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availability of such exemptions and the eligibility of the Holder to complete the Exchange and to acquire the Exchange Security.

3.5    Information. The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder's right to rely on the Company's representations and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC's EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder's decision to enter into this Agreement and the Exchange.

3.6    Risk. The Holder understands that its investment in the Exchange Security involves a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Security including, without limitation, the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Security or any securities into which the Exchange Security may convert will continue to be quoted, traded or listed for trading or quotation on the OTC Markets or on any other organized market or quotation system.

3.7     No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange Security nor have such authorities passed upon or endorsed the merits of the Exchange Security.

3.8    Organization; Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

3.9    Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Note) will not result in a violation of the organizational documents of the Holder.

 

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3.10    Prior Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchanged, including the Note and the Exchange Security, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

3.11    Tax Consequences. The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

3.12    No Registration, Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Security is being exchanged hereunder pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities Act.

 

Section 4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:

4.1Delivery. The Holder shall have delivered to the Company the Note.

4.2     No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; and

 

4.3     Representations. The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein);

 

Section 5. Conditions Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holder's sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

 

5.1     No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement;

 

5.2     the representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date (unless as of a specific date therein) for such representations and warranties

 

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contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by "materiality" or "Material Adverse Effect";

 

5.3     all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; and

 

5.4     from the date hereof to the relevant Closing Date, trading in the Company's common stock shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Security at the closing.

 

Section 6. Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Security may be tacked on the holding period of the Note, and the Company agrees not to a position contrary to this Section 6.

 

Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed "personal service") or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

 

Section 8. Countemarts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

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shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

 

Section 9. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

 

Section 10. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

Section 11. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

Section 12. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

 

Section 13. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.

 

 17 
 

 

The addresses and facsimile numbers for such communications shall be:

If to the Company:

Rocky Mountain High Brands, Inc.

9101 LBJ Freeway #200

 

Dallas TX 75243

 

 

 

Attn: David M. Seeberger

 

If to the Holder:

 

GHS Investments, LLC

420 Jericho Turnpike, Suite 102

Jericho NY 11753

 

or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five

(5) days prior to the effectiveness of such change.

 

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Exchange Security. The Holder may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.

 

Section 15. No Third Party Beneficiaries. This Agreement is intended for the benefit of the·parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

Section 16. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.

 

Section 17. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

 

[Signature Page Follows]

 

 18 
 

 

IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

 

Rocky Mountain High Brands, Inc.

 

By: Michael Welch

Name: Michael Welch

Title: Chief Executive Officer

 

 

 

GHS INVESTMENTS, LLC

 

By: /s/ Mark Grober

Name: Mark Grober

Title: Member

 19 
 

  

EXHIBIT A

 

e Promissory Notes

 

Principal Interest OID Date

 

 

Cumulative Total for Face Value and Interests: $

 

 20 
 

 

EXHIBIT B

 

Form of and Schedule of Security being Exchanged

 

Promissory Note $

 

 

 

 

 21 
 

 

SCHEDULES

 

Disclosure Schedules to Exchange Agreement between GHS Investments LLC and ________. dated ________, 2020

 

 

[Company to complete schedules]

 

 22 
 

 EX-10.38 8 ex10_38.htm

 

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: $62,669.86
  Original Issue Date: September 28, 2018
  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 $62,669.86 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 September 28, 2018.

 

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)themaximum 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 intere st 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 commerc ia l banks in the city of New York, New Yorkarea uthorizedorrequiredby laworexecutiveorde rtoremainclosed. 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 taxes, 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)

(b)ConversionPrice. 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 $0.03per share, (the "ConversionPrice").lf, 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 $0.04for any two (2) consecutive trading days, then the Conversion Price shall be adjusted to $0.02per 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'sobligations.

 

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.

 

13Method 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.

(cl) 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 such date.

 

 4 
 

 

(t) 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 Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained in Section I. I 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 to the Holder $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 SECURITIESINTOWHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIESACTOF1933,ASAMENDED,ORAPPLICABLE STATES ECURITIESLAWS. 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 ACCEPTABLEFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOT WITHSTANDING THEFOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNTOR 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 ofMerger,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 l.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 l .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-off)) (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)        Adiustment 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 omot.

 

(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.

 

(t) 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 theNote.

 

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 bas 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 securityinterests.

 

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 exceedsuch 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 tosuchunconverted 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 thisNote.

 

1.8                Prepayment. Maker may prepay this Note for 135% of the outstanding amount then due in onepayment.

 

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 obligationunder 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 disinteresteddirectors.

 

2.2Restriction 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 suchshares.

 

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.

 

32                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

 

 9 
 

 

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 Rights Agreement.

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 Rights Agreement.

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 oftheCompany.

 

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

 

 10 
 

 

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 become due.

 

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 ofCompany.

 

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.

 

 11 
 

 

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)THEDEFAULTSUM(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 ID, 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 outstandingprincipalamountofthisNotetothedateofpaymentplustheamountsreferredtoinclauses(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

 

 12 
 

 

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

 

4.2               Notices. All notices, demands, requests, consents, approvals, and other 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 shallbe:

 

Ifto 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,includingreasonableattorneys'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 conflicts of laws. Any action brought by either

 

 13 
 

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 uponforum 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 other jurisdiction.

4.7               Certain Amounts. 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 Common Stock.

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 same date.

4.9               Notice of Corporate Events. 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 other 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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 EX-10.39 9 ex10_39.htm

 

 

EXCHANGE AGREEMENT

 

 

THIS EXCHANGE AGREEMENT (the " Agreement") is dated this 13th day of March 2020, by and among Rocky Mountain High Brands, Inc., a Nevada corporation (the "Company"), all of the subsidiaries of the Company that are party to the Agreement (collectively, "Subsidiaries") and GHS INVESTMENTS, LLC (the "Holder").

 

WHEREAS, the Holder beneficially owns and holds certain $105,000.00 Promissory Note dated June 7, 2019 as set forth on Exhibit A hereto (the "Note");

 

WHEREAS the total outstanding principal and interest on the Note as of February 19, 2020 equals $112,393.15; and

 

WHEREAS, the Holder desires to exchange (the "Exchange") the Note for a new Convertible Promissory Note (the " Exchange Security") of the Company as set forth and memorialized on Exhibit B hereto, and the Company desires to issue the Exchange Security in exchange for the Note, all on the terms and conditions set forth in this Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:

 

Section 1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Note and, m exchange therefore, the Company shall issue to the Holder the Exchange Security.

 

1.1    Closing. On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Security to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Note. The closing of the Exchange shall occur on February 20, 2020, or as soon thereafter as the parties may mutually agree in writing (the "Closing Date"), subject to the provisions of Section 4 and Section 5 herein.

 

1.2    Section 3(a)(9). Assuming the accuracy of the representations and wananties of each of the Company and the Holder set fo1th in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.

 

Section 2. Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

 

  
 

 

2.1    Organization and Qualification. The Company and each of the subsidiaries of the Company (the "Subsidiaries") is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the "Transaction Documents"), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

2.2    Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

2.3    Issuance of Exchange Security. The issuance of the Exchange Security is duly authorized and, upon issuance in accordance with the terms

 

 2 
 

 

hereof, the Exchange Security shall be validly issued, fully paid and non assessable. The shares of common stock, par value $0.001 per share (the "Common Stock") issued upon conversion of the Exchange Security, when issued and delivered in accordance with the terms of the Exchange Security, will be duly and validly issued, fully paid and non-assess able, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Security shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Exchange Security will be freely transferable and freely tradable by the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate (as defined herein) and the holding period requirements of Rule 144 have been satisfied. The shares of Common Stock issuable upon co nversion of the Exchange Security shall not bear any restrictive or other legends or notations if the requirements of Rule 144 have been satisfied. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Security at least equal to the greater of 16,810,000 shares of Common Stock and 300% of the Required Minimum on the date hereof. " Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Exchange Security (including shares of Common Stock issuable as payment of interest on the Exchange Security), ignoring any conversion limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination 75% of the then Conversion Price on the trading day immediately prior to the date of determination.

 

2.4    No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Exchange Security and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's or any Subsidiary' s certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances ("Liens") upon any of the properties or assets of the Company or any Subsidiary , or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility , debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to whic h the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals (as defined herein), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction , decree or other restriction of any court or governmental authority to which the Company or a

 

 3 
 

 

Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.5    Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.

 

2.6    No Commission; No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission or other remuneration for soliciting the Exchange. The Exchange Security is being issued exclusively for the exchange of the Note and no other consideration has or will be paid for the Exchange Security.

 

2.7    3(a)(9) Representation. The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Security pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Security to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Security to be integrated with other offerings to the effect that the delivery of the Exchange Security to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.

 

2.8    No Third-party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect to the Exchange.

 

2.9    SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the

 

 4 
 

 

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year end audit adjustments.

2.10    Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

 

2.11     Filings, Consents and Approvals. Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or any natural person, firm, partnership, association, corporation, company, trust, business trust or other entity (each, a "Person") in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market (as defined herein) for the issuance and the listing of the shares of Common Stock issuable upon conversion of the Exchange S for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals").

2.12    Capitalization. The capitalization of the Company is as set forth on Schedule 2.12. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth on Schedule 2.12, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or

 5 
 

 

contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Security. There are no stockholder agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

 

2.13     DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

 

2.14    Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.14 or in a subsequent SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included within the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholder or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined below), except pursuant to existing Company stock option plans. The Company does not have pending any request for confidential treatment of information before the SEC. Except for the issuance of the Exchange Security contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) trading day prior to the date that this representation is made.

 

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2.15    Litigation. Other than as set forth on Schedule 2.15, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Security or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

2.16    Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.17    Compliance. Other than as set forth on Schedule 2.17, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its

 

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properties is bound (whether or not such default or violation has been waived);

(ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.18    Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

2.19    Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii) Liens held by the Holder. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

2.20    Intellectual Property. Other than as set forth on Schedule 2.20, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Except as set forth on Schedule 2.20 neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could

 

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not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

2.21Intentionally Omitted.

 

2.22     Transactions With Affiliates and Employees. Other than as set forth on Schedule 2.22, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

 

2.23Intentionally Omitted.

2.24    Certain Fees. Other than as set forth on Schedule 2.24, no brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

 

2.25    Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Exchange Security, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.

 

2.26    Registration Rights. Other than as set forth on Schedule 2.26 and the Transaction Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.

 

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2.27    Listing and Maintenance Requirements. Other than as set forth in Schedule 2.27, the Company has not, in the 12 months preceding the date hereof, received notice from the OTC Markets or any other exchange or quotation service on which the Common Stock is or has been listed or quoted (the "Trading Market") to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Other than as set forth in Schedule 2.27, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

 

2.28    Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company's issuance of the Exchange Security pursuant to the Exchange.

 

2.29    Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

 

2.30     No Integrated Offering. Assuming the accuracy of the Holder's representations and warranties set forth in Section 3, neither the Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy

 

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any security, under circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

 

2.31    Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in Schedule 2.31,the SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same, are, or should be, reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Other than as set forth in Schedule 2.31, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

2.32    Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

2.33     Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: {i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

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2.34    No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents.

 

2.35    Acknowledgment Regarding Holder's Exchange of the Note. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length party with respect to the Transaction Documents and the transactions contemplated thereby.

 

2.36      Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

 

2.37    Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any

U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

 

2.38    Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

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2.39     Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable fmancial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

Section 3. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that:

 

3.1     Ownership of the Note. The Holder is the legal and beneficial owner of the Note. The Holder paid for the Note, and has continuously held the Note since its issuance or purchase. The Holder, individually or through an affiliate, owns the Note outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.

 

3.2    No Public Sale or Distribution. The Holder is acquiring the Exchange Security in the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Exchange Security or the shares of Common Stock into which such security is convertible, for any minimum or other specific term and reserves the right to dispose of the Exchange Security and the shares of Common Stock into which such security is convertible at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Note or the Exchange Security.

 

3.3    Accredited Investor and Affiliate Status. The Holder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an "affiliate" of the Company (as defined in Rule 144) (an "Affiliate") or (c) a "beneficial owner" of more than 10% of the Company's Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

 

3.4    Reliance on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the

 

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availability of such exemptions and the eligibility of the Holder to complete the Exchange and to acquire the Exchange Security.

 

3.5    Information. The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder's right to rely on the Company's representations and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC's EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder's decision to enter into this Agreement and the Exchange.

 

3.6    Risk. The Holder understands that its investment in the Exchange Security involves a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Security including, without limitation, the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Security or any securities into which the Exchange Security may convert will continue to be quoted, traded or listed for trading or quotation on the OTC Markets or on any other organized market or quotation system.

 

3.7    No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange Security nor have such authorities passed upon or endorsed the merits of the Exchange Security.

 

3.8    Organization; Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

 

3.9     Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Note) will not result in a violation of the organizational documents of the Holder.

 

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3.10    Prior Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchanged, including the Note and the Exchange Security, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

 

3.11    Tax Consequences. The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

 

3.12    No Registration, Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Security is being exchanged hereunder pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities Act.

 

Section 4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:

 

4.1Delivery. The Holder shall have delivered to the Company the Note.

 

4.2      No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; and

4.3      Representations. The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein);

 

Section 5. Conditions Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holder's sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

 

5.1      No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement;

 

5.2     the representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date (unless as of a specific date therein) for such representations and warranties

 

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contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by "materiality" or "Material Adverse Effect";

 

5.3     all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; and

 

5.4     from the date hereof to the relevant Closing Date, trading in the Company's common stock shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Security at the closing.

 

Section 6. Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Security may be tacked on the holding period of the Note, and the Company agrees not to a position contrary to this Section 6.

 

Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed "personal service") or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

 

Section 8. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

 

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shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

 

Section 9. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

 

Section 10. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

Section 11. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

Section 12. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

 

Section 13. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally;

(b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.

 

 17 
 

 

The addresses and facsimile numbers for such communications shall be:

 

If to the Company:

 

Rocky Mountain High Brands, Inc.

9101 LBJ Freeway #200

Dallas TX 75243

 

 

 

Attn: David M. Seeberger

If to the Holder:

GHS Investments, LLC

420 Jericho Turnpike, Suite 102

Jericho NY 11753

 

or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five

(5) days prior to the effectiveness of such change.

 

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Exchange Security. The Holder may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.

 

Section 15. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

Section 16. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.

 

Section 17. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

[Signature Page Follows]

 

 

 18 
 

 

 

IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

 

 

Rocky Mountain High Brands, Inc.

 

By: Michael Welch

Name: Michael Welch

Title: Chief Executive Officer

 

 

 

GHS INVESTMENTS, LLC

 

By: /s/ Mark Grober

Name: Mark Grober

Title: Member

 19 
 

  

EXHIBIT A

 

e Promissory Notes

 

Principal Interest OID Date

 

 

Cumulative Total for Face Value and Interests: $

 

 20 
 

 

EXHIBIT B

 

Form of and Schedule of Security being Exchanged

 

Promissory Note $

 

 21 
 

 

SCHEDULES

 

Disclosure Schedules to Exchange Agreement between GHS Investments LLC and ________. dated ________, 2020

 

 

[Company to complete schedules]

 

 22 
 

 EX-10.40 10 ex10_40.htm

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: $112,393.15
  Original Issue Date: June 7, 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 GUS Investments, LLC, a Neva irnited liability company, or its registered assigns (the "Holder") the sum of $112,393.l5 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 June 7, 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 lesse r of

(a)twenty percent (20%) per annum or (b)themaximum 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 ofArnerica.

 

All payments shall be made at such address as the Holder sha ll 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 Yorkareauthorizedorreq uiredbylawore xecutiveordertoremainclosed. 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 taxes, 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)ConversionPrice.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 $0.03per share, (the "ConversionPrice").lf, 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 $0.04for any two (2) consecutive trading days, then the Conversion Price shall be adjusted to

$0.02per 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'sobligations.

 

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 secwities 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 ofthisNote.

 

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.

 

13Method 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 Securities 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 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

 

 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 IHE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTOR(Il) UNLESS SOLD PURSUANT TO RULE 144 0R 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."

 

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.

 

1.5       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 l .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 such Distribution.

 

(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.

 

(t) 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 theNote.

 

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 tosuchunconverted 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 thisNote.

 

1.8                 Prepayment. Maker may prepay this Note for 135% of the outstanding amount then due in onepayment.

 

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 obligationunder 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 disinteresteddirectors.

 

22       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 suchshares.

 

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.

 

32                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(ortowithdrawanystop transfer instructions in 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

 

 9 
 

 

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.

 

33                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.

 

35 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 ofCompany.

 

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

 

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Mountain High Brands, Inc. and LSW Holdings, LLC.

 

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)THEDEFAULTSUM(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 1.4(g) hereof (the then outstandingprincipalamountofthisNotetothedateofpaymentplustheamountsreferredtoinclauses(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. All notices, demands, requests, consents, approvals, and other 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 TpkeSuitel02

Jericho, NY 11753

 

 

4.3               Amendments. This Note and any prov1s1on 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                GovemingLaw. 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 uponforum 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 ofComorateEvents.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 other 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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 EX-10.41 11 ex10_41.htm

 

 

EXCHANGE AGREEMENT

 

 

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 13th day of March 2020, by and among Rocky Mountain High Brands, Inc., a Nevada corporation (the "Company"), all of the subsidiaries of the Company that are party to the Agreement (collectively, "Subsidiaries") and GHS INVESTMENTS, LLC (the "Holder").

 

WHEREAS, the Holder beneficially owns and holds certain $157,500.00 Promissory Note dated May 16, 2019 as set forth on Exhibit A here to (the "Note");

 

WHEREAS the total outstanding principal and interest on the Note as of February 19, 2020 equals $169,539.04; and

 

WHEREAS, the Holder desires to exchange (the " Exchange") the Note for a new Convertible Promissory Note (the "Exchange Security") of the Company as set forth and memorialized on Exhibit B hereto , and the Company desires to issue the Exchange Security in exchange for the Note, all on the terms and conditions set forth in this Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

 

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:

 

Section 1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Note and, m exchange therefore, the Company shall issue to the Holder the Exchange Security.

 

1.1    Closing. On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Security to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Note. The closing of the Exchange shall occur on February 20, 2020, or as soon thereafter as the parties may mutually agree in writing (the "Closing Date"), subject to the provisions of Section 4 and Section 5 herein.

 

1.2    Section 3(a)(9). Assuming the accuracy of the representations and warranties of each of the Company and the Holder set forth in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.

 

Section 2. Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

 

  
 

 

2.1     Organization and Qualification. The Company and each of the subsidiaries of the Company (the "Subsidiaries") is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the "Transaction Documents"), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

2.2     Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

2.3     Issuance of Exchange Security. The issuance of the Exchange Security is duly authorized and, upon issuance in accordance with the terms

 

 2 
 

 

hereof, the Exchange Security shall be validly issued, fully paid and non assessable. The shares of common stock, par value $0.001 per share (the "Common Stock") issued upon conversion of the Exchange Security, when issued and delivered in accordance with the terms of the Exchange Security, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Security shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Exchange Security will be freely transferable and freely tradable by the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate (as defined herein) and the holding period requirements of Rule 144 have been satisfied. The shares of Common Stock issuable upon con version of the Exchange Security shall not bear any restrictive or other legends or notations if the requirements of Rule 144 have been satisfied . The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Security at least equal to the greater of 25 ,010,000 shares of Common Stock and 300% of the Required Minimum on the date hereof. "Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Exchange Security (including shares of Common Stock issuable as payment of interest on the Exchange Security), ignoring any conversion limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination 75% of the then Conversion Price on the trading day immediately prior to the date of determination.

 

2.4     No Conflicts. The execution, deli very and performance by the Company of this Agreement and the other Transaction Documents to which it is a party , the issuance of the Exchange Security and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances ("Liens") upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals (as defined herein), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction , decree or other restriction of any court or governmental authority to which the Company or a

 

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Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.5     Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.

 

2.6      No Commission; No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission or other remuneration for soliciting the Exchange. The Exchange Security is being issued exclusively for the exchange of the Note and no other consideration has or will be paid for the Exchange Security.

 

2.7     3(a)(9) Representation. The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Security pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Security to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Security to be integrated with other offerings to the effect that the delivery of the Exchange Security to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.

 

2.8     No Third-party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect to the Exchange.

 

2.9     SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act of 1934, as amended (the ''Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the

 

 4 
 

 

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year end audit adjustments.

 

2.10      Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

 

2.11      Filings, Consents and Approvals. Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or any natural person, firm, partnership, association, corporation, company, trust, business trust or other entity (each, a "Person") in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market (as defined herein) for the issuance and the listing of the shares of Common Stock issuable upon conversion of the Exchange S for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals").

 

2.12      Capitalization. The capitalization of the Company is as set forth on Schedule 2.12. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth on Schedule 2.12, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or

 

 5 
 

contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Security. There are no stockholder agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

 

2.13      DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

 

2.14      Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.14 or in a subsequent SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included within the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholder or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined below), except pursuant to existing Company stock option plans. The Company does not have pending any request for confidential treatment of information before the SEC. Except for the issuance of the Exchange Security contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) trading day prior to the date that this representation is made.

 

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2.15      Litigation. Other than as set forth on Schedule 2.15, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Security or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

 

2.16      Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.17      Compliance. Other than as set forth on Schedule 2.17, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its

 

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properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.18      Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

2.19      Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii) Liens held by the Holder. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

2.20      Intellectual Property. Other than as set forth on Schedule 2.20, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Except as set forth on Schedule 2.20 neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could

 

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not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

2.21Intentionally Omitted.

 

2.22      Transactions With Affiliates and Employees. Other than as set forth on Schedule 2.22, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

 

2.23Intentionally Omitted.

 

2.24      Certain Fees. Other than as set forth on Schedule 2.24, no brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

 

2.25      Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Exchange Security, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.

 

2.26      Registration Rights. Other than as set forth on Schedule 2.26 and the Transaction Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.

 

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2.27      Listing and Maintenance Requirements. Other than as set forth in Schedule 2.27, the Company has not, in the 12 months preceding the date hereof, received notice from the OTC Markets or any other exchange or quotation service on which the Common Stock is or has been listed or quoted (the "Trading Market") to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Other than as set forth in Schedule 2.27, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

 

2.28      Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company's issuance of the Exchange Security pursuant to the Exchange.

 

2.29      Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

 

2.30      No Integrated Offering. Assuming the accuracy of the Holder's representations and warranties set forth in Section 3, neither the Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy

 

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any security, under circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

 

2.31      Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in Schedule 2.31,the SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same, are, or should be, reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Other than as set forth in Schedule 2.31, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

 

2.32      Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

 

2.33      Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware)

 

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which is in violation of law or (iv) violated in any material respect any provision ofFCPA.

 

2.34      No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents.

 

2.35      Acknowledgment Regarding Holder's Exchange of the Note. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length party with respect to the Transaction Documents and the transactions contemplated thereby.

 

2.36        Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

 

2.37     Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

 

2.38      Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

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2.39      Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

Section 3. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that:

 

3.1     Ownership of the Note. The Holder is the legal and beneficial owner of the Note. The Holder paid for the Note, and has continuously held the Note since its issuance or purchase. The Holder, individually or through an affiliate, owns the Note outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.

 

3.2     No Public Sale or Distribution. The Holder is acquiring the Exchange Security in the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Exchange Security or the shares of Common Stock into which such security is convertible, for any minimum or other specific term and reserves the right to dispose of the Exchange Security and the shares of Common Stock into which such security is convertible at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Note or the Exchange Security.

 

3.3    Accredited Investor and Affiliate Status. The Holder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an "affiliate" of the Company (as defined in Rule 144) (an "Affiliate") or (c) a "beneficial owner" of more than 10% of the Company's Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

 

3.4     Reliance on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the

 

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availability of such exemptions and the eligibility of the Holder to complete the Exchange and to acquire the Exchange Security.

 

3.5    Information. The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder's right to rely on the Company's representations and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC's EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder's decision to enter into this Agreement and the Exchange.

 

3.6    Risk. The Holder understands that its investment in the Exchange Security involves a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Security including, without limitation, the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Security or any securities into which the Exchange Security may convert will continue to be quoted, traded or listed for trading or quotation on the OTC Markets or on any other organized market or quotation system.

 

3.7    No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange Security nor have such authorities passed upon or endorsed the merits of the Exchange Security.

 

3.8    Organization; Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

 

3.9    Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Note) will not result in a violation of the organizational documents of the Holder.

 

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3.10    Prior Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchanged, including the Note and the Exchange Security, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

 

3.11    Tax Consequences. The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

 

3.12    No Registration, Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Security is being exchanged hereunder pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities Act.

 

Section 4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:

 

4.1Delivery. The Holder shall have delivered to the Company the Note.

 

4.2     No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; and

 

4.3     Representations. The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein);

 

Section 5. Conditions Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holder's sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

 

5.1      No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement;

 

5.2     the representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date (unless as of a specific date therein) for such representations and warranties

 

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contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by ''materiality" or "Material Adverse Effect";

 

5.3     all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; and

 

5.4     from the date hereof to the relevant Closing Date, trading in the Company's common stock shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Security at the closing.

 

Section 6. Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Security may be tacked on the holding period of the Note, and the Company agrees not to a position contrary to this Section 6.

 

Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed "personal service") or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

 

Section 8. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

 

 16 
 

 

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

 

Section 9. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

 

Section 10. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

Section 11. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

Section 12. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

 

Section 13. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally;

(b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.

 

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The addresses and facsimile numbers for such communications shall be:

 

If to the Company:

 

Rocky Mountain High Brands, Inc.

9101 LBJ Freeway #200

Dallas TX 75243

 

 

 

Attn: David M. Seeberger

 

If to the Holder:

 

GHS Investments, LLC

420 Jericho Turnpike, Suite 102

Jericho NY 11753

 

or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five

(5) days prior to the effectiveness of such change.

 

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Exchange Security. The Holder may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.

 

Section 15. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

Section 16. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.

 

Section 17. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

 

Rocky Mountain High Brands, Inc.

 

By: Michael Welch

Name: Michael Welch

Title: Chief Executive Officer

 

 

 

GHS INVESTMENTS, LLC

 

By: /s/ Mark Grober

Name: Mark Grober

Title: Member

 

 19 
 

 

EXHIBIT A

 

e Promissory Notes

 

Principal Interest OID Date

 

 

Cumulative Total for Face Value and Interests: $

 

 20 
 

 

EXHIBIT B

 

Form of and Schedule of Security being Exchanged

 

Promissory Note $

 

 21 
 

 

SCHEDULES

 

Disclosure Schedules to Exchange Agreement between GHS Investments LLC and ________. dated ________, 2020

 

 

[Company to complete schedules]

 

 22 
 

 EX-10.42 12 ex10_42.htm

 

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.

 

13Method 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 REGISTRATION IS 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 CONNECTION WITH 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

 

 9 
 

 

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

 

 12 
 

 

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. All notices, demands, requests, consents, approvals, and other 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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 EX-10.43 13 ex10_43.htm

 

EXCHANGE AGREEMENT

 

THIS EXCHANGE AGREEMENT (the " Agreement") is dated this 13th day of March 2020, by and among Rocky Mountain High Brands, Inc., a Nevada corporation (the "Company"), all of the subsidiaries of the Company that are party to the Agreement (collectively, "Subsidiaries") and GHS INVESTMENTS, LLC (the " Holder").

 

WHEREAS, the Holder beneficially owns and holds certain $105,000.00 Promissory Note dated May 3, 2019 as set forth on Exhibit A hereto (the "Note");

 

WHEREAS the total outstanding principal and interest on the Note as of February 19, 2020 equals $ 1 13,400.00; and

 

WHEREAS, the Holder desires to exchange (the "Exchange") the Note for a new Convertible Promissory Note (the " Exchange Security") of the Company as set forth and memorialized on Exhibit B hereto, and the Company desires to issue the Exchange Security in exchange for the Note, all on the terms and conditions set forth in this Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:

 

Section 1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Note and, m exchange therefore, the Company shall issue to the Holder the Exchange Security.

 

1.1    Closing. On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Security to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Note. The closing of the Exchange shall occur on February 20, 2020, or as soon thereafter as the parties may mutually agree in writing (the "Closing Date"), subject to the provisions of Section 4 and Section 5 herein.

 

1.2    Section 3(a)(9). Assuming the accuracy of the representations and warranties of each of the Company and the Holder set forth in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Sect ion 3(a)(9) of the Securities Act.

 

Section 2. Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

 

  
 

 

2.1     Organization and Qualification. The Company and each of the subsidiaries of the Company (the "Subsidiaries") is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the "Transaction Documents"), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

2.2    Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

2.3    Issuance of Exchange Security. The issuance of the Exchange Security is duly authorized and, upon issuance in accordance with the terms

 

 2 
 

 

hereof, the Exchange Security shall be validly issued, fully paid and non assessable. The shares of common stock, par value $0.001 per share (the "Common Stock") issued upon conversion of the Exchange Security, when issued and delivered in accordance with the terms of the Exchange Security, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Security shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Exchange Security will be freely transferable and freely tradable by the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate (as defined herein) and the holding period requirements of Rule 144 have been satisfied. The shares of Common Stock issuable upon conversion of the Exchange Security shall not bear any restrictive or other legends or notations if the requirements of Rule 144 have been satisfied. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Security at least equal to the greater of 17,010,000 shares of Common Stock and 300% of the Required Minimum on the date hereof. "Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Exchange Security (including shares of Common Stock issuable as payment of interest on the Exchange Security), ignoring any conversion limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination 75% of the then Conversion Price on the trading day immediately prior to the date of determination.

 

2.4     No Conflicts. The execution, deliver y and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Exchange Security and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens , security interests, or other encumbrances (" Liens") upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals (as defined herein), conflict with or result in a violation of any law, rule, regulation, order, judgment , injunction, decree or other restriction of any court or governmental authority to which the Company or a

 

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Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.5     Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.

 

2.6     No Commission; No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission or other remuneration for soliciting the Exchange. The Exchange Security is being issued exclusively for the exchange of the Note and no other consideration has or will be paid for the Exchange Security.

 

2.7    3(a)(9) Representation. The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Security pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Security to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Security to be integrated with other offerings to the effect that the delivery of the Exchange Security to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of the Securities Act.

 

2.8    No Third-party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect to the Exchange.

 

2.9    SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the

 

 4 
 

 

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year end audit adjustments.

 

2.10    Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 2.10. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

 

2.11    Filings, Consents and Approvals. Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or any natural person, firm, partnership, association, corporation, company, trust, business trust or other entity (each, a "Person") in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market (as defined herein) for the issuance and the listing of the shares of Common Stock issuable upon conversion of the Exchange S for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals").

2.12    Capitalization. The capitalization of the Company is as set forth on Schedule 2.12. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as set forth on Schedule 2.12, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or

 

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contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Security. There are no stockholder agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

 

2.13    OTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the OTC Fast Automated Securities Transfer (FAST) Program.

 

2.14    Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.14 or in a subsequent SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included within the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholder or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined below), except pursuant to existing Company stock option plans. The Company does not have pending any request for confidential treatment of information before the SEC. Except for the issuance of the Exchange Security contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (I) trading day prior to the date that this representation is made.

 

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2.15    Litigation. Other than as set forth on Schedule 2.15, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action'') which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Security or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

 

2.16    Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.17    Compliance. Other than as set forth on Schedule 2.17, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its

 

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properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

2.18    Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

2.19    Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii) Liens held by the Holder. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

2.20    Intellectual Property. Other than as set forth on Schedule 2.20, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Except as set forth on Schedule 2.20 neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could

 

 8 
 

 

not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

2.21Intentionally Omitted.

 

2.22     Transactions With Affiliates and Employees. Other than as set forth on Schedule 2.22, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

 

2.23Intentionally Omitted.

 

2.24    Certain Fees. Other than as set forth on Schedule 2.24, no brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

 

2.25     Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Exchange Security, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.

 

2.26    Registration Rights. Other than as set forth on Schedule 2.26 and the Transaction Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.

 

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2.27    Listing and Maintenance Requirements. Other than as set forth in Schedule 2.27, the Company has not, in the 12 months preceding the date hereof, received notice from the OTC Markets or any other exchange or quotation service on which the Common Stock is or has been listed or quoted (the "Trading Market") to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Other than as set forth in Schedule 2.27, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

 

2.28    Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company's issuance of the Exchange Security pursuant to the Exchange.

 

2.29    Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

 

2.30    No Integrated Offering. Assuming the accuracy of the Holder's representations and warranties set forth in Section 3, neither the Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy

 

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any security, under circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

 

2.31    Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in Schedule 2.31,the SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same, are, or should be, reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Other than as set forth in Schedule 2.31, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

 

2.32    Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know ofno basis for any such claim.

 

2.33    Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware)

 

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which is in violation of law or (iv) violated in any material respect any provision of FCPA.

 

2.34    No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents.

 

2.35    Acknowledgment Regarding Holder's Exchange of the Note. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length party with respect to the Transaction Documents and the transactions contemplated thereby.

 

2.36      Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Security or the shares of Common Stock into which the Exchange Security is convertible or exercisable, as applicable, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

2.37    Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

 

2.38     Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

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2.39    Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

Section 3. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that:

 

3.1     Ownership of the Note. The Holder is the legal and beneficial owner of the Note. The Holder paid for the Note, and has continuously held the Note since its issuance or purchase. The Holder, individually or through an affiliate, owns the Note outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.

 

3.2    No Public Sale or Distribution. The Holder is acquiring the Exchange Security in the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Exchange Security or the shares of Common Stock into which such security is convertible, for any minimum or other specific term and reserves the right to dispose of the Exchange Security and the shares of Common Stock into which such security is convertible at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Note or the Exchange Security.

 

3.3     Accredited Investor and Affiliate Status. The Holder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an "affiliate" of the Company (as defined in Rule 144) (an "Affiliate") or (c) a "beneficial owner" of more than 10% of the Company's Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

 

3.4     Reliance on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the

 

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availability of such exemptions and the eligibility of the Holder to complete the Exchange and to acquire the Exchange Security.

 

3.5    Information. The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder's right to rely on the Company's representations and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC's EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder's decision to enter into this Agreement and the Exchange.

 

3.6    Risk. The Holder understands that its investment in the Exchange Security involves a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Security including, without limitation, the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Security or any securities into which the Exchange Security may convert will continue to be quoted, traded or listed for trading or quotation on the OTC Markets or on any other organized market or quotation system.

 

3.7    No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange Security nor have such authorities passed upon or endorsed the merits of the Exchange Security.

 

3.8    Organization; Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

 

3.9     Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Note) will not result in a violation of the organizational documents of the Holder.

 

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3.10    Prior Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchanged, including the Note and the Exchange Security, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

 

3.11    Tax Consequences. The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

 

3.12    No Registration, Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Security is being exchanged hereunder pursuant to an exchange offer exemption under Section 3(a)(9) of the Securities Act.

 

Section 4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:

 

4.1Delivery. The Holder shall have delivered to the Company the Note.

 

4.2     No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; and

 

4.3     Representations. The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein);

 

Section 5. Conditions Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holder's sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

 

5.1     No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement;

 

5.2     the representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Date (unless as of a specific date therein) for such representations and warranties

 

 15 
 

 

contained herein that are not qualified by "materiality" or "Material Adverse Effect" and (ii) shall be true and correct when made and on the applicable Closing Date (unless as of specific date therein) for such representations and warranties contained herein that are qualified by "materiality" or "Material Adverse Effect";

 

5.3     all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; and

 

5.4     from the date hereof to the relevant Closing Date, trading in the Company's common stock shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Security at the closing.

 

Section 6. Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Security may be tacked on the holding period of the Note, and the Company agrees not to a position contrary to this Section 6.

 

Section 7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed "personal service") or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

 

Section 8. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

 

 16 
 

 

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

 

Section 9. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

 

Section 10. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

Section 11. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

Section 12. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

 

Section 13. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.

 

 17 
 

The addresses and facsimile numbers for such communications shall be:

 

If to the Company:

 

Rocky Mountain High Brands, Inc.

9101 LBJ Freeway #200

Dallas TX 75243

 

 

 

Attn: David M. Seeberger

 

If to the Holder:

 

OHS Investments, LLC

420 Jericho Turnpike, Suite 102

Jericho NY 11753

 

or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five

(5) days prior to the effectiveness of such change.

 

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Exchange Security. The Holder may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.

 

Section 15. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

Section 16. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.

 

Section 17. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

 

[Signature Page Follows]

 

 

 18 
 

 

IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

 

Rocky Mountain High Brands, Inc.

 

By: Michael Welch

Name: Michael Welch

Title: Chief Executive Officer

 

 

 

GHS INVESTMENTS, LLC

 

By: /s/ Mark Grober

Name: Mark Grober

Title: Member

 

 19 
 

 

EXHIBIT A

 

e Promissory Notes

 

Principal Interest OID Date

 

 

Cumulative Total for Face Value and Interests: $

 

 20 
 

 

EXHIBIT B

 

Form of and Schedule of Security being Exchanged

 

Promissory Note $

 

 21 
 

 

SCHEDULES

 

Disclosure Schedules to Exchange Agreement between GHS Investments LLC and ________. dated ________, 2020

 

 

[Company to complete schedules]

 

 22 
 

 

 EX-10.44 14 ex10_44.htm

 

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: $113,400.00
  Original Issue Date: May 3, 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 $113,400.00 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 3, 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 taxes, 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 "Conversion Date").

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").lf, 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.

 

 

 

1.2           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'sobligations.

 

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.

 

1.3Method 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 Securities 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 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

 

 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 REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THEFOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH 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 ofMerger,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 Ill) 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)          Adiustment 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 l.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-off)) (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.

 

(cl) 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.

 

(t} 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 thisNote.

 

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.

 

2.2Restriction 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.

 

32                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

 

 9 
 

 

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.

 

33                 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 againsttheCompanyoranysubsidiaryoftheCompanyoranyofitspropertyorotherassetsfonnorethan

$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

 

 10 
 

 

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 become due.

 

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 the future).

 

3.13                  Financial Statement Restatement. 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 the Holder.

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, promissocy 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 ofCompany.

 

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 Promissocy 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 OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM(AS DEFINED HEREIN); 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 1.4(g) hereof (the then outstandingprincipalamountofthisNotetothedateofpaymentplustheamountsreferredtoinclauses(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. All notices, demands, requests, consents, approvals, and other 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,includingreasonableattorneys'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 uponforum 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 other jurisdiction.

 

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 ofComorateEvents.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 other 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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 EX-10.45 15 ex10_45.htm

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: $31,000

Issue Date: November 27, 2019

Maturity Date: July 24, 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 $31,000 by July 24, 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 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 York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in the supporting documents of same date (attached hereto).

 

  
 

 

This Note is free from all taxes, 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 "ConversionPrice"). 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 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.

 

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1.2                               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 outstanding Notes.

 

The Company (i) acknowledges that it will irrevocably instruct its transfer agent to 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 this Note.

 

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.

 

1.3Method of Conversion.

 

(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 York time).

 

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

 

(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

  

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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 been paid.

(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 such date.

 

(f)    Delivery of Common Stock by 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 Securities 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 to Deliver Common Stock Prior 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

 

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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 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 144 A UNDER SAID ACT. NOT WITHSTANDING 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.”

 

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 this note.

 

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1.5Effect of Certain Events.

 

(a)   Effect of Merger, 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 1.6(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 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-off)) (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 such Distribution.

 

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(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 or not.

 

 

(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 Purchase Rights.

 

(f)  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 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

 

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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 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 s hall 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 the date hereof 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 of disposition.

 

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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 or otherwise.

 

3.2    Conversion and 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 hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in 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 failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. 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 Rights Agreement.

 

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 Rights Agreement.

 

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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 be appointed.

 

3.6    Judgments. Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than

$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 the Company.

 

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 Exchange Act.

 

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

 

 

3.11    Cessation of Operations. Any cessation of operations by Company or Company admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure 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 become due.

 

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 the future).

 

3.13    Financial Statement Restatement. 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 supporting documents.

 

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

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 the Company.

 

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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.

 

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 OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); 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

 

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to Sections 1.3 and 1.4(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 in equity.

 

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

 

4.2                               Notices. All notices, demands, requests, consents, approvals, and other 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

 

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If to the Holder:

 

GHS Investments, LLC.

420 Jericho Tpke Suite 102

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 its successors and 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 Company shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

4.6                                Governing Law. 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 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 other jurisdiction.

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

 13 
 

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 Common Stock.

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 same date.

4.9                               Notice of Corporate Events. 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, 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 other 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.

 

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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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 EX-10.46 16 ex10_46.htm

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY TIDS 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: $31,000

Issue Date: December 31, 2019

Maturity Date: September 30, 2020

 

SECURED PROMISSORY NOTE

 

 

Rocky Mountain High Brands, Inc., (hereinafter called the "Company"), for good and valuable consideration, the receipt and sufficiency of which is acknowledged, 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 $31,000 by September 30, 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 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 York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in the supporting documents of same date (attached hereto).

 

  
 

 

This Note is free from all taxes, 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 unconverted portion 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 "Conversion Date").

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 equal to or less than $0.02 for any two (2) consecutive

 

 2 
 

 

trading days, then the Conversion Price shall be adjusted to $0.01 per share for any remaining amounts due and owing hereunder.

 

1.2           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 current Conversion 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 outstanding Notes.

 

The Company (i) acknowledges that it will irrevocably instruct its transfer agent to 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 this Note.

 

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.

 

1.3 Method of Conversion.

 

(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 York time).

 

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

 

(c)Payment of Taxes. The Company shall not be required to pay any tax which may

 

 3 
 

 

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 been paid.

(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 such date.

 

(t) Delivery of Common Stock by 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 Securities 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 to Deliver Common Stock Prior 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

 

 4 
 

 

the Deadline the Company shall pay to the Holder $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 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 144 A UNDER SAID ACT. NOT WITHSTANDING 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."

 

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

 

 5 
 

 

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 this note.

 

15       Effect of Certain Events.

 

(a)           Effect of Merger, 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 ill) 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 ill) 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 upon the terms 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. 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 l .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 l .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

 

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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 such Distribution.

 

(cl) 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 or not.

 

(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 Purchase Rights.

 

(t) 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 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.

 

L6 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.

 

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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 obligationunder 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 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 the date hereof 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.

 

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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 of disposition.

 

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 or otherwise.

 

3.2                Conversion and 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 hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in 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 failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. 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 Rights Agreement.

 

3.4       Breach of Representations and Warranties. Any representation or warranty of the

 

 9 
 

 

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 Rights Agreement.

 

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 be appointed.

 

3.6               Judgments. Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than

$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 the Company.

 

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 Exchange Act.

 

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

 

3.11                  Cessation of Operations. Any cessation of operations by Company or Company admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure 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 become due.

 

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 the future).

 

3.13                 Financial Statement Restatement. 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 supporting documents.

 

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

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 the Company.

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.

 

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 OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); 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

 

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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 ID, 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 1.4(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 in equity.

 

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

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other 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

 

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business clay 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

 

lf to the Holder:

 

GHS Investments, LLC.

420 Jericho Tpke Suite 102

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 Company shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.

 

4.6                Governing Law. 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 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

 

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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 other jurisdiction.

 

4.7               Certain Amounts. 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 Common Stock.

4.8               Amendment to Secured Promissory Notes Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Amendment To Secured Promissory Notes executed contemporaneously with this Note..

4.9               Notice of Corporate Events. 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, 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 other available remedies at law or in

 

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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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 EX-10.47 17 ex10_47.htm

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

 

 2 
 

 EX-10.48 18 ex10_48.htm

 

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

 

 
 

 

 EX-31.1 19 ex31_1.htm

CERTIFICATIONS

 

I, David Seeberger certify that;

 

1.   I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Rocky Mountain High Brands, Inc. (the “registrant”);

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2020

 

/s/ David Seeberger

By: David Seeberger

Title: Chief Executive Officer

 EX-31.2 20 ex31_2.htm

CERTIFICATIONS

 

I, Jens Mielke, certify that;

 

1.   I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Rocky Mountain High Brands, Inc. (the “registrant”);

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2020

 

Jens Mielke

By: Jens Mielke

Title: Chief Financial Officer

 EX-32.1 21 ex32_1.htm

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Rocky Mountain High Brands, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “Report”), I, David Seeberger, Chief Executive Officer of the Company, and I, Jens Mielke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

 

By: /s/ David Seeberger
Name: David Seeberger
Title: Principal Executive Officer
Date: July 8, 2020

 

By: /s/ Jens Mielke
Name: Jens Mielke
Title: Principal Financial Officer
Date: July 8, 2020

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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XML 31 R2.htm IDEA: XBRL DOCUMENT v3.20.2
Balance Sheets - USD ($)
Dec. 31, 2019
Dec. 31, 2018
CURRENT ASSETS    
Cash $ 68,080 $ 613,686
Accounts Receivable, net of allowance of $0 and $5,275, respectively 18,162 17,324
Inventory 238,035 146,722
Prepaid Expenses and Other Current Assets 174,726 388,074
TOTAL CURRENT ASSETS 499,003 1,165,806
Property and Equipment, net 19,342 34,280
Intangible Assets 13,008 148,647
Other Assets 14,606 26,245
TOTAL ASSETS 545,959 1,374,978
CURRENT LIABILITIES    
Accounts Payable and Accrued Liabilities 1,143,217 505,214
Related Party Payables 30,406
Convertible Notes Payable, net of debt discount 1,008,950 666,596
Notes Payable 30,000 37,493
Accrued Interest 96,134 25,758
Deferred Revenue 445,925 466,300
Derivative Liability 413,678 376,172
TOTAL CURRENT LIABILITIES 3,168,310 2,077,533
Preferred Stock - Series A - Par Value of $.001; 1,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018
Preferred Stock - Series B - Par Value of $.001; 7,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018
Preferred Stock - Series C - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018
Preferred Stock - Series D - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018
Preferred Stock - Series E - Par Value of $.001; 789,474 shares designated; No shares issued and outstanding as of December 31, 2019 and December 31, 2018
Preferred Stock - Series F - Par Value of $.001; 1,680 shares designated; 130 shares issued and outstanding as of December 31, 2019 and no shares issued and outstanding as of December 31, 2018
Preferred Stock - Series G - Par Value of $.001; 10,000 shares designated; 10,000 shares issued and outstanding as of December 31, 2019 and no shares issued and outstanding as of December 31, 2018 10
Common Stock - Par Value of $.001; 200,000,000 shares authorized; 137,914,630 shares issued and outstanding as of December 31, 2019; 94,580,869 shares issued and outstanding as of December 31, 2018 137,915 94,581
Additional Paid-In Capital 37,528,496 34,221,215
Accumulated Deficit (40,285,145) (35,018,351)
Total Rocky Mountain High Brands Shareholders' Deficit 2,618,724 (702,555)
Noncontrolling Interests (3,627)
TOTAL SHAREHOLDERS' DEFICIT (2,622,351) (702,555)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 545,959 $ 1,374,978
XML 32 R3.htm IDEA: XBRL DOCUMENT v3.20.2
Balance Sheets (Parenthetical) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 12,801,154  
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 200,000,000 4,000,000,000
Common Stock, shares issued 137,914,630 94,580,869
Common Stock, shares outstanding 137,914,630 94,580,869
Accounts Receivable, net allowance of $ 0 $ 5,275
Series A Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 1,000,000 1,000,000
Preferred Stock, shares issued and outstanding
Series B Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 7,000,000 7,000,000
Preferred Stock, shares issued and outstanding
Series C Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 2,000,000 2,000,000
Preferred Stock, shares issued and outstanding
Series D Preferred    
Preferred Stock, shares designated 2,000,000 2,000,000
Preferred Stock, shares issued and outstanding
Series E Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 789,474 789,474
Preferred Stock, shares issued and outstanding
Series F Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 1,680
Preferred Stock, shares issued and outstanding 130
Series G Preferred    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares designated 10,000
Preferred Stock, shares issued and outstanding 10,000
XML 33 R4.htm IDEA: XBRL DOCUMENT v3.20.2
Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Income Statement [Abstract]    
Sales $ 205,250 $ 379,238
Cost of Sales 610,772 385,673
Inventory Obsolescence 130,364 25,145
Gross Loss (535,886) (31,580)
Operating Expenses    
General and Administrative 3,098,964 3,689,175
Advertising and Marketing 642,324 833,933
Impairment Expense 118,066
Total Operating Expenses 3,859,354 4,523,108
Loss from Operations (4,395,240) (4,554,688)
Other (Income)/Expenses:    
Interest Expense 877,740 1,275,693
Loss on Extinguishment of Debt 172,910 191,138
Gain on Lawsuit Judgment and Legal Settlement (200,817) (689,724)
(Gain) Loss on Change in Fair Value of Derivative Liability 25,844 (1,975,858)
Total Other (Income) Expenses 875,677 (1,198,751)
Loss Before Income Tax Provision (5,270,917) (3,355,937)
Income Tax Provision
Net Loss (5,270,917) (3,355,937)
Net Loss Attributable to Noncontrolling Interests (4,123)
Net Loss Attributable to Rocky Mountain High Brands $ (5,266,794) $ (3,355,937)
Net Loss per Common Share - Basic and Diluted $ (0.05) $ (0.04)
Weighted Average Shares Outstanding 115,143,080 80,285,967
XML 34 R5.htm IDEA: XBRL DOCUMENT v3.20.2
Shareholders Equity - USD ($)
Common Stock
Seiries A Preferred
Series C Preferred
Series E Preferred
Series F Preferred
Series G Preferred
Additional Paid-In Capital
Accumulated Deficit
Total RMHB Shareholders' Deficit
Noncontrolling Interest
Total
Balances at Dec. 31, 2017 57,985,323 1,000,000          
Amount Balance at Dec. 31, 2017 $ 57,985 $ 1,000 $ 24,561,530 $ (31,662,414) $ (7,041,899) $ (7,041,899)
Shares issued for aquisitions, shares 373,134         75,000
Shares issued for aquisitions, amount $ 373 74,627 75,000 $ 75,000
Shares issued upon conversion of convertible notes, shares 14,468,528         14,468,528
Shares issued upon Conversion of convertible notes, amount $ 14,469 4,006,796 4,021,265 $ 4,021,265
Beneficial conversion feature of convertible notes 1,554,580 1,554,580 1,554,580
Shares Issued as part of legal settlement, shares (90,909) (1,000,000)          
Shares Issued as part of legal settlement,amount $ (91) $ (1,000) $ (1,727) $ (2,818) (2,818)
Shares issued for cash, shares $ 19,302,572         $ 19,302,572
Shares issued for cash, amount 19,303 3,650,200 3,669,503 3,669,503
Shares issued for compensation, shares 679,873         679,873
Shares issued for compensation, amount $ 680 $ 157,507 $ 158,187 $ 158,187
Shares issued to vendors for services rendered, shares 407,527          
Shares issued to vendors for services rendered, amount $ 408 81,855 82,263 82,263
Fractional shares issued as a result of the reverse split, shares          
Fractional shares issued as a result of the reverse split, amount
Sweet ally purchase of Sweet Rock, Inc., shares          
Sweet ally purchase of Sweet Rock, Inc., amount
Shares issued for stock option exercises, shares 1,454,820          
Shares issued for stock option exercises, amount $ 1,455 $ 27,641 $ 29,096 $ 29,096
Options issued for compensation, amount 108,205 108,205 108,205
Stock option forfeiture
Net Income (Loss) $ (3,355,937) $ (3,355,937) $ (3,355,937)
Balances at Dec. 31, 2018 94,580,869                    
Amount Balance at Dec. 31, 2018 $ 94,581 34,221,215 (35,018,351) (702,555) $ (702,555)
Shares issued for aquisitions, shares        
Shares issued for aquisitions, amount
Shares issued upon conversion of convertible notes, shares 4,065,980         4,065,980
Shares issued upon Conversion of convertible notes, amount $ 4,066 222,615 226,681 $ 226,681
Beneficial conversion feature of convertible notes 745,128 745,128 745,128
Shares Issued as part of legal settlement, shares          
Shares Issued as part of legal settlement,amount
Shares issued for cash, shares $ 39,238,908 $ 130         $ 39,238,908
Shares issued for cash, amount 39,239 2,316,046 2,355,284 2,355,284
Shares issued for compensation, shares 25,403         10,000         25,403
Shares issued for compensation, amount $ 25 $ 10 $ 13,966 $ 14,002 $ 14,002
Shares issued to vendors for services rendered, shares          
Shares issued to vendors for services rendered, amount
Fractional shares issued as a result of the reverse split, shares 3,470         3,470
Fractional shares issued as a result of the reverse split, amount $ 40 (3)
Sweet ally purchase of Sweet Rock, Inc., shares          
Sweet ally purchase of Sweet Rock, Inc., amount 496 496
Shares issued for stock option exercises, shares          
Shares issued for stock option exercises, amount
Options issued for compensation, amount
Stock option forfeiture 9,350 9,350 9,350
Net Income (Loss) $ (5,266,794) $ (5,266,794) $ (4,123) $ (5,270,917)
Balances at Dec. 31, 2019 137,914,630 130 10,000          
Amount Balance at Dec. 31, 2019 $ 137,915 $ 10 $ 37,528,496 $ (40,285,145) $ (2,618,724) $ (3,627) $ (2,622,351)
XML 35 R6.htm IDEA: XBRL DOCUMENT v3.20.2
Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Operating Activities:    
Net Loss $ (5,270,917) $ (3,355,937)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation $ 191,824 $ 456,007
Stock-based payments to vendors 80,445
Warrants and options issued for services rendered $ 108,205
Non-cash interest expense 865,926 1,160,857
Fees and penalties on debt 120,251
Noncash portion of gain on lawsuit judgment and legal settlement (689,724)
(Gain) Loss on change in fair value of derivative liability 25,844 (1,975,858)
Loss on extinguishment of debt 172,910 191,138
Bad debt expense 1,678 1,536
Depreciation and amortization expense 36,401 34,423
Impairment of goodwill and other intangibles 118,066
Inventory obsolescence 130,364 25,145
Changes in operating assets and liabilities:    
Accounts receivable (2,516) (16,017)
Inventory (221,676) (89,556)
Prepaid expenses and other current assets 35,524 (22,076)
Other assets (972) (12,765)
Accounts payable and accrued liabilities 638,005 (211,156)
Related Party Payables 30,406
Deferred revenue (20,375) 466,300
NET CASH USED IN OPERATING ACTIVITIES (3,267,564) (3,728,782)
Investing Activities:    
Investments in other assets (500) (31,220)
Cash acquired in business acquisition 15,612
Acquisition of property and equipment (18,307)
Disposal of property and equipment 7,167
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 6,667 (33,915)
Financing Activities:    
Proceeds from issuance of convertible notes 367,500 877,500
Repayment of convertible notes (172,932)
Repayment of notes payable (7,493) (14,672)
Proceeds from issuance of Series F Preferred Stock 100,000
Proceeds from issuance of common stock 2,255,284 3,669,504
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,715,291 4,359,400
INCREASE (DECREASE) IN CASH (545,606) 596,703
CASH - BEGINNING OF PERIOD 613,686 16,983
CASH - END OF PERIOD 68,080 613,686
Supplemental cash flow information:    
Cash paid for interest 11,814 56,742
Cash paid for taxes
Supplemental disclosure of non-cash financing and investing activities:    
Common stock issued for conversion of debt 226,681 4,000,604
Debt and accrued interest converted for common stock 271,189 499,053
Derivative liability relieved upon conversion of related debt 3,021,935
Beneficial conversion feature recognized as debt discount $ 745,128 $ 1,351,790
Common stock issued for acquisition 75,000
XML 36 R7.htm IDEA: XBRL DOCUMENT v3.20.2
General
 12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business description

NOTE 1 – General

 

Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) is incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2014, the Company changed its name to Rocky Mountain High Brands, Inc.

 

RMHB currently operates through its parent company, four wholly-owned subsidiaries, one majority-owned subsidiary, and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes.

 

RMHB is a consumer goods company that specializes in the developing, manufacturing, marketing, and distributing high-quality, health conscious, hemp oil and hemp extract-infused products that span various categories including beverage, food, fitness, skin care, and more. RMHB also markets a naturally high alkaline spring water as part of our brand portfolio. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (“THC”), the psychoactive constituent of cannabis. Recently, through a newly created subsidiary of RMHB, Rocky Mountain Productions, Inc., the Company acquired a bottling and canning facility and is now also in the business of canning both its own beverages as well as canning beverages for other customers.  Furthermore, as a result of equipment included in the acquisition of the facility, RMHB is also in the business of bottling hand sanitizer.  Because of   the demand resulting with the COVID-19 pandemic, RMHB anticipates continuing in the bottling of hand sanitizer for the foreseeable future.

 

In March 2018, the Company launched the HEMPd brand with gummies, water soluble drops, capsules, tinctures, lotions, and salves. The Company introduced four flavors of CBD-infused waters in 12 oz. cans in November 2018.

 

In July 2018, the Company acquired the assets of BFIT Brands, LLC and formed a new subsidiary, FitWhey Brands Inc. FitWhey marketed a line-up of five water-based protein drinks that include caffeine and B vitamins. In August 2019 the Company suspended the production of FitWhey products.

 

On June 12, 2019, the Company organized Sweet Rock, LLC (“Sweet Rock”), a 51% owned company, with Sweet Ally, Inc. Sweet Rock will manufacture and market CBD-infused chocolate, hard candies, and baked goods.

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle products, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles.

 

During 2018 and early 2019, the Company continued to market its lineup of naturally flavored hemp-infused functional beverages, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots through the first half of 2018.

 

The Company also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

 

On April 22, 2019 the reverse split of the Company’s stock, at a ratio of one share for every 20 shares, was effective. All common stock share and per share amounts in this document reflect this reverse split.
XML 37 R8.htm IDEA: XBRL DOCUMENT v3.20.2
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Summary of significant accounting policies

NOTE 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.

 

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

Cash

 

The Company maintains cash balances at various financial institutions. At times, these balances may exceed federally insured limits.

  

Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

 

Inventories

 

Inventories, which consist of the Company’s finished products held for resale, raw materials, and packaging, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.

  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instruments is as follows:

 

Balance, January 1, 2018  $5,609,389
Issued   —  
Exercises/Conversions   (3,257,359)
Change in fair value recognized in operations   (1,975,858)
Balance, December 31, 2018  $376,172
Issued   21,193
Exercises/Conversions/Expirations   (9,531)
Change in fair value recognized in operations   25,844
Balance, December 31, 2019  $413,678

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2019 and December 31, 2018:

 

   December 31, 2019  December 31, 2018
Estimated dividends   None    None
Expected volatility   137%   106%
Risk free interest rate   1.47%   2.41%
Expected term   .1 to 3.25 years     1 to 4.0 years

 

Property and Equipment 

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets which generally range from 3-5 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow

 

expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. In August 2019 the Company recorded a $118,066 impairment on the intangible assets recorded as a result of the BFIT Brands, LLC acquisition in July 2018. The goodwill related to this acquisition is fully impaired. No other impairment charges were recorded during the years ended December 31, 2019 and 2018.

 

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company evaluates and accounts for the exchange or modification of an outstanding debt instrument as an extinguishment of that instrument when the original and new terms are substantially different as defined under ASC 470.

 

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit).

  

Revenue From Contracts with Customers

 

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. No reserve for returns has been provided.

 

The following table represents sales by sales channel for the years ended December 31, 2019 and 2018:

 

   Year Ended
   December 31, 2019  December 31, 2018
Online  $144,565   $254,316
Distributor   26,610    78,853
Retailer   13,700    46,069
Private Label   20,375    —  
Total  $205,250   $379,238

 

All sales for all periods presented were to domestic customers, except the private label sales of $20,375 were to CBD Life of Mexico. This sale represents 10% of sales for the year ended December 31, 2019.

 

Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606.

 

The Company’s revenues accounted for under ASC 606, generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

 

In September 2019, the Company completed its initial production run and delivery of Green Lotus branded CBD-infused canned beverages for its private label customer, Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc. In late 2019, TWC informed the Company that some of the cans developed leaks and were unsaleable. Initially, TWC requested the Company rerun its production, but then requested a refund. In May 2020, the Company agreed to a settlement and release agreement whereby the Company agreed to issue 17,500,000 shares of common stock to TWC in exchange for mutual releases. The Company recorded this settlement in 2019 as a refund of the sales price of $322,000 that had been recorded as revenue in September 2019.

 

Advertising and Marketing

 

Advertising and marketing expenses are charged to operations as incurred.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

 

Segments

 

The Company has determined that it operates one reportable operating segment. This determination was made based on the management approach, as described in FASB ASC 280, “Reportable Segments.” The management approach is based on an entity’s internal organization and the information that the chief operating decision maker uses to make decisions about operating matters. It also takes into consideration the nature of products, production processes, types and classes of customers, distribution methods, the Company’s regulatory environment, and whether discrete financial information is available for reportable segments.

 

Recently Issued Accounting Pronouncements

 

Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing their right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted Topic 842, as amended, on January 1, 2020. Upon adoption, the Company did not have any leases that would require recognition on the its consolidated balance sheet.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the immediate recognition of management’s estimates of current and expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

In May 2018, the FASB issued ASU 2018-09, Compensation-Stock Compensation: Scope of Modification Accounting. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. This update is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-09 will have on its consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance is intended to reduce the complexity associated with issuers’ accounting for share-based payment transactions for acquiring goods and services. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements.

 

In July 2018, the FASB issued ASU 2018-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for the Company beginning January 1, 2020. Management does not believe that ASU 2018-11 will have a material impact on its consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. This update modifies the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-13 will have on its consolidated financial statements.
XML 38 R9.htm IDEA: XBRL DOCUMENT v3.20.2
Going Concern
 12 Months Ended
Dec. 31, 2019
Risks and Uncertainties [Abstract]  
Going concern

NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a total shareholders’ deficit of $2,622,351 and an accumulated deficit of $40,285,145 as of December 31, 2019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

During 2019 the Company funded its operations with sales of equity and debt securities. The COVID-19 pandemic of 2020 has added uncertainty into the financial markets that the Company relies on for its operating and investment funding. It is unclear how long, or to what extent, the pandemic will impact the Company in 2020 and beyond. On April 30, 2020 the Company purchased certain assets of Raw Pharma, LLC (“Raw Pharma”) and agreed to sublease Raw Pharma’s production facility. Management believes its Securities Purchase Agreement dated December 20, 2019 with GHS Investments, LLC (“GHS”), along with bridge financing from GHS or other sources, will provide sufficient funds to make up for any operating cash flows.

 

The Company’s business has been adversely affected by the instability, disruption, and quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

 

Significant disruptions to communications and travel, including travel restrictions and other protective quarantine measures against COVID-19 by governmental agencies, have increased the difficulty in delivering goods to our customers and could ultimately make such deliveries impossible. Travel restrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.

 

The COVID-19 pandemic has added uncertainty to the financial markets that the Company relies on for its operating and investment funding. It has also negatively impacted the Company’s ability to meet its external financial reporting deadlines.
XML 39 R10.htm IDEA: XBRL DOCUMENT v3.20.2
Inventory
 12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
Inventory

NOTE 4 – Inventory

 

As of December 31, 2019 and December 31, 2018, inventory consists of the following:

 

   December 31, 2019  December 31, 2018
Finished inventory  $160,763   $84,730
Raw materials and packaging   77,272    61,992
Total  $238,035   $146,722

 

During the year ended December 31, 2019 the Company recorded inventory obsolescence expense of $130,364 compared to $25,145 during the year ended December 31, 2018. In 2019 the obsolescence related to expired or unusable finished goods, ingredients, and packaging, primarily related to the FitWhey and Rocky Mountain High Brands. In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand. In 2018 the obsolescence expense related primarily to E-Juice and vape products that the Company no longer carries.
XML 40 R11.htm IDEA: XBRL DOCUMENT v3.20.2
Prepaid Expenses and Other Current Assets
 12 Months Ended
Dec. 31, 2019
Prepaid Expense and Other Assets [Abstract]  
Prepaid Expenses and Other Current Assets

NOTE 5 – Prepaid Expenses and Other Current Assets

 

As of December 31, 2019 and December 31, 2018, prepaid expenses and other current assets consists of the following:

 

   December 31, 2019  December 31, 2018
Prepaid officers’ compensation  $143,233   $291,617
Prepaid directors’ compensation   —      29,442
Prepaid marketing expenses   —      2,750
Other prepaid expenses and current assets   31,493    64,265
Total  $174,726   $388,074

 

During the years ended December 31, 2019 and 2018, the Company recorded amortization of prepaid officers and prepaid directors’ compensation of $177,824 and $268,724, respectively. The amortization was recorded as compensation expense.

 

During the year ended December 31, 2019 the Company made a $156,000 production deposit with a beverage processor. The deposit was recorded as a prepaid asset. The Company later determined that the processor would be unable to complete the required production and sought a refund of the deposit. The processor returned $20,000 of the deposit before filing for bankruptcy. The Company has determined the prepaid asset is no longer recoverable and expensed the remaining $136,000 in 2019.
XML 41 R12.htm IDEA: XBRL DOCUMENT v3.20.2
Property and Equipment
 12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment, Net [Abstract]  
Property, Plant and Equipment

NOTE 6 – Property and Equipment

 

As of December 31, 2019 and December 31, 2018, property and equipment consists of the following:

 

   December 31, 2019  December 31, 2018
Vehicles  $14,687   $29,598
Furniture and equipment   45,322    41,422
Personal computers   17,901    17,901
    77,910    88,921
Less:  accumulated depreciation   58,568    54,641
Total  $19,342   $34,280
XML 42 R13.htm IDEA: XBRL DOCUMENT v3.20.2
Intangible Assets
 12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

NOTE 7 – Intangible Assets

 

As of December 31, 2019 and December 31, 2018, intangible assets consist of the following:

 

   December 31, 2019  December 31, 2018
Goodwill  $—    $86,142
Capitalized software   31,220    62,220
Formulas   —     12,500
Trade name   —     2,500
    31,220    163,362
Accumulated amortization   (18,212)   (14,715)
Total  $13,008   $148,647

 

In August 2019, the Company recorded an impairment expense of $118,066, which consisted of goodwill of $86,142, capitalized software of $31,000, formulas of $12,500, and trade name of $2,500, net of accumulated amortization of $14,076. These intangible assets were acquired in connection with the acquisition of FitWhey Brands Inc.
XML 43 R14.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions
 12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisition

NOTE 8 – Acquisitions

 

FitWhey Brands Inc. (acquisition of the assets of BFIT Brands, LLC)

 

On July 25, 2018, the Company purchased the assets of BFIT Brands, LLC, an Arizona-based company. The acquired assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack. The Company paid $230,438 including common stock issued to the owners of BFIT of $75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000 to be paid to the owners of BFIT over time based on 5% of net sales of FitWhey products. No liabilities were assumed by the Company in the transaction.

The purchase price of the assets of BFIT Brands, LLC assets was allocated as follows:

 

Purchase Price   
Common stock issued  $75,000
Note payable and accrued interest forgiven   80,438
Earnout liability   75,000
Total  $230,438
     
Allocation    
Cash  $15,612
Accounts receivable   5,763
Inventory   76,922
Software   31,000
Formulas   12,500
Trademark   2,500
Goodwill   86,141
Total  $230,438

 

In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products until it develops a related hemp or CBD-infused product. As a result, the Company fully impaired the intangible assets related to its purchase of FitWhey. This resulted in an impairment charge of $118,066 for the December 31, 2019. Because all intangible assets were 100% impaired, it was determined that completion of an outside valuation was no longer necessary.

 

The following represents the unaudited pro forma statement of operations of the Company for the year ended December 31, 2018 had FitWhey been acquired on January 1, 2018:

 

   Year Ended December 31, 2018
Sales  $448,685
Cost of Sales   465,400
Inventory Obsolescence   25,145
Gross Loss   (41,860)
Operating Expenses   4,577,323
Loss From Operations   (4,619,183)
Other Expenses   535,142
Loss Before Income Tax Provision   (5,154,325)
Income Tax Provision   —  
Net Loss  $(5,154,325)
Net Loss Per Common Share-Basic and Diluted  $(0.06)
Weighted Average Shares Outstanding   80,285,967
XML 44 R15.htm IDEA: XBRL DOCUMENT v3.20.2
Accounts Payable amd Accrued Liabilities
 12 Months Ended
Dec. 31, 2019
Payables and Accruals [Abstract]  
Accounts Payable amd Accrued Liabilities

NOTE 9 – Accounts Payable and Accrued Liabilities

 

As of December 31, 2019 and December 31, 2018, accounts payable and accrued liabilities consist of the following:

 

   December 31, 2019  December 31, 2018
Accounts payable  $440,788   $308,717
Accrued compensation   51,500    25,500
Common stock payable   417,850    12,356
Other accrued expenses   233,079    158,641
Total  $1,143,217   $505,214
XML 45 R16.htm IDEA: XBRL DOCUMENT v3.20.2
Related Party Payables
 12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Payables

NOTE 10 – Related Party Payables

 

During 2019, Charles Smith, a member of the Company’s Board of Directors and its Chief Operating Officer, paid $30,406 to various vendors on behalf of the Company. As of December 31, 2019, this amount had not been repaid to Mr. Smith and is included in related party payables. There were no related party payables as of December 31, 2018.
XML 46 R17.htm IDEA: XBRL DOCUMENT v3.20.2
Convertible Notes Payable
 12 Months Ended
Dec. 31, 2019
Convertible Notes Payable [Abstract]  
Convertible Notes Payable

NOTE 11 – Convertible Notes Payable

 

As of December 31, 2019 and December 31, 2018, the Company’s convertible notes payable consists of the following:

 

   Interest Rates  Terms  Conversion Rates  December 31, 2019  December 31, 2018
GHS Investments, LLC (fixed conversion)   10%    .1-.75 years   $ 0.02-0.03    $1,035,750   $871,079
LSW Holdings, LLC (variable conversion)   6%   —       (b)     179,000    179,000
Discount                    (205,800)   (383,483)
Total                   $1,008,950   $666,596

 

(a) 50% discount off the lowest trading price for the common stock during the 10 trading days prior to conversion ($0.011).

 

The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception.

 

During the year ended December 31, 2019, the Company recognized a loss on extinguishment of debt of $172,910. On May 6, 2019 the Company and GHS Investments, LLC (“GHS”) amended seven convertible notes payable to extend the due dates and change the conversion price of each note. The Company recognized a loss on extinguishment of debt of $52,774 related to these amendments. On November 27, 2019 and December 31, 2019 the Company and GHS amended two convertible notes payable to extend the due dates and change the conversion price of each note. The Company recorded a loss on extinguishment of debt of $120,136 related to these amendments.

 

During the year ended December 31, 2018, the Company recognized a loss on extinguishment of debt of $191,138 related to the conversions of variable conversion rate convertible notes.

 

As of December 31, 2019 and 2018, the Company’s derivate liability related to its convertible notes payable was $403,971 and $290,875, respectively.

 

For the years ended December 31, 2019 and 2018, interest expense on these notes, including amortization of the discount, was $873,368, and $1,255,081, respectively.

 

All tangible and intangible assets of the Company are pledged as security.
XML 47 R18.htm IDEA: XBRL DOCUMENT v3.20.2
Notes Payable
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable

NOTE 12 – Notes Payable

 

As of December 31, 2019 and December 31, 2018, the Company’s notes payable consists of the following:

 

   Interest Rates  Term

  December 31, 2019  December 31, 2018
Notes payable   0% - 6%   Due   $30,000   $37,493 

 

As of December 31, 2019 and 2018, notes payable includes two non-interest bearing notes totaling $30,000 that originated prior to the Company’s 2014 bankruptcy proceedings. These notes were due in 2019, but the Company has been unable to locate the noteholders.

 

A three-year note executed on September 1, 2016 relating to the purchase of used office furniture and equipment from our landlord was paid in full on September 1, 2019. The note payable was in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,115. The Company imputed interest on the note and recorded a discounted note balance of $36,634 on September 1, 2016. As of December 31, 2018 the balance on this note was $7,493.

 

For the years ended December 31, 2019 and 2018, the Company recorded interest expense on these notes of $214 and $931.
XML 48 R19.htm IDEA: XBRL DOCUMENT v3.20.2
Deferred Revenue
 12 Months Ended
Dec. 31, 2019
Revenue Recognition and Deferred Revenue [Abstract]  
Deferred Revenue Disclosure

 NOTE 13 – Deferred Revenue

 

In December 2017, the Company executed a three-year Master Manufacturing Agreement with CBD Alimentos SA de CV (“CBD-Alimentos”), a Mexican food and beverage distributor. Under the agreement (as amended), CBD Alimentos, through its sister company, CBD Life, will be our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn, we will be CBD Alimentos’ exclusive supplier of such products. The beverages supplied to CBD Alimentos will be private label products made to order for CBD Alimentos, and we will cooperate on laboratory and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement, RMHB opened a separate operating bank account for all deposits made by CBD Alimentos towards the purchase of ingredients and packaging. CBD Alimentos is required to maintain a positive cash balance in the account at all times. The Company will have full unilateral authority to disburse funds from the bank account to vendors, suppliers, co-packers and the Company solely for the purposes of production and the Company’s margin on the sale. CBD Alimentos’ initial purchase order, including a deposit of $466,300 was received in December 2018. The initial deposit of $466,300 was accounted for as of December 31, 2018 as Deferred Revenue since production and delivery of the remaining finished product had not yet been completed. In December 2019, the Company began the manufacture and sale of beverage products to CBD Life and recorded the sale of the first truckload received by CBD Life for $20,375. As of December 31, 2019, the remaining balance of $445,925 is accounted for as Deferred Revenue.
XML 49 R20.htm IDEA: XBRL DOCUMENT v3.20.2
Shareholders' Deficit
 12 Months Ended
Dec. 31, 2019
Stockholders' Equity Attributable to Parent [Abstract]  
Shareholders' Deficiency

NOTE 14 – Shareholders’ Deficit

 

Common Stock

 

As of December 31, 2019, the Company has 200,000,000 shares of common stock authorized and 137,914,630 shares issued and outstanding. On April 22, 2019 the Company effected a 1-for-20 reverse stock split. All common share amounts in this report reflect this stock split.

 

Effective March 17, 2020 the Board of Directors approved an amendment to our Articles of Incorporation to increase the Company’s authorized common stock from 200,000,000 to 1,000,000,000 shares.

 

During the year ended December 31, 2019 the Company issued 43,333,761 shares of common stock, including 4,065,980 for convertible notes payable conversions, 25,403 for director and employee compensation, and 39,238,908 for cash. The Company also issued 3,470 rounding related shares in effecting the 1-for-20 reverse stock split.

 

During the year ended December 31, 2018 the Company issued 36,595,545 shares of common stock, including 14,468,528 for convertible notes payable conversions, 679,873 for director and employee compensation, 1,454,820 for option exercises, 407,527 for vendor services rendered, 373,134 for the FitWhey acquisition, and 19,302,572 for cash. In September 2018, the Company also cancelled 90,909 shares of common stock as part of a legal settlement.

 

On March 17, 2017, our Board of Directors approved the Rocky Mountain High Brands, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The purpose of the Incentive Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. Initially, the Board authorized 1,750,000 shares of the Company’s common stock to be included in the Plan. The Board of Directors awards these shares at its sole discretion. On July 14, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 3,250,000. On December 19, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 5,000,000.

 

Preferred Stock

 

As of December 31, 2019 the Company has 20,000,000 shares of Preferred Stock authorized and 12,801,154 designated through the various Series described below. The remaining 7,198,846 remain undesignated.

  

Series A Preferred Stock

 

The Company has 1,000,000 shares of Series A Preferred Stock designated.

 

From July 11, 2014 to February 28, 2017, our former Chairman of the Board held all of the1,000,000 shares of the Company’s Series A Preferred Stock. He transferred these shares to LSW Holdings, LLC (“LSW”) on February 28, 2017. As of December 31, 2017, LSW held all of these shares.

 

On March 13, 2017, the Board of Directors approved a Certificate of Designation for our Series A Preferred Stock. This document revises and restates the rights, preferences and features of our Series A Preferred Stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred Stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred Stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred Stock. Following the filing of the Certificate of Designation, holders of Series A Preferred Stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred Stock are convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred Stock.

 

On July 5, 2017, the Company again amended the Certificate of Designation for our Series A Preferred Stock. The amendment changed the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by the Company’s Board of Directors and LSW, the holder of our Series A Preferred Stock.

 

On July 24, 2017, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series A Preferred Stock that changed the voting rights back to 400 votes from 1,200 for every share of Series A Preferred Stock.

 

On August 30, 2018 in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, et al, a judgment by the District Court in Dallas County, Texas voided the Series A Preferred Stock ab initio. The shares were cancelled on October 26, 2018. As of December 31, 2019 and 2018 there are no shares of Series A Preferred Stock issued and outstanding.

 

Series B Preferred Stock

 

The Company has 7,000,000 shares of Series B Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series C Preferred Stock

 

The Company has 2,000,000 shares of Series C Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series D Preferred Stock

 

The Company has 2,000,000 shares of Series D Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series E Preferred Stock

 

The Company has 789,474 shares of Series E Preferred Stock designated and none issued and outstanding as of December 31, 2019 and 2018.

 

Series F Preferred Stock

 

On December 20, 2019 the Board of Directors designated 1,680 shares of Series F Preferred Stock. On that same day, the Company sold 130 shares of Series F Preferred Stock to GHS Investments, LLC (“GHS”) in accordance with a Securities Purchase Agreement with GHS. The Series F Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, is convertible to common stock based on a 20-day trailing volume weighted average low share price, and is senior to other preferred stock. As of December 31, 2019 there were 130 shares issued and outstanding. There were no shares issued and outstanding as of December 31, 2018.

 

Series G Preferred Stock

 

On December 20, 2019 the Board of Directors designated 10,000 shares of Series G Preferred Stock. On that same day, the Company granted 10,000 shares of Series G Preferred Stock to Charles Smith, a Board member and Chief Operating Officer of the Company, in exchange for $10,000 owed to Mr. Smith in compensation. The Series G Preferred Stock has a par value of $.001, is non-interest and non-dividend earning, and is convertible to common stock based on a 20-to-1 ratio. The holder of Series G Preferred Stock has the right to cast 20,000 votes for every one share of Series G Preferred Stock on any and all proposals to amend the Company’s Articles of Incorporation to increase the authorized capital stock of the Company. Mr. Smith exercised that right in December 2019 and the Series G Preferred Shares were converted to common stock in 2020. As of December 31, 2019 there were 10,000 shares issued and outstanding. There were no shares issued and outstanding as of December 31, 2018.

 

 Series H Preferred Stock

 

On February 25, 2020 the Board of Directors designated 5,000 shares of Series H Preferred Stock. The Board amended the designation on April 7, 2020. The Series H Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, and is convertible to common stock based on a 20-day trailing volume weighted average low share price. As of December 31, 2019 and 2018 there were no shares issued and outstanding.

 

Warrants

 

During the year ended December 31, 2019, the Company granted no common stock warrants, none were exercised, and 25,000 were forfeited. As of December 31, 2019, there were 607,500 warrants outstanding. Exercise prices range from $.001 to $.02 per share.

 

During the year ended December 31, 2018, the Company granted no common stock warrants and none were exercised or forfeited. As of December 31, 2018, there were 632,500 warrants outstanding. Exercise prices range from $.001 to $.02 per share.

 

Options

 

During the year ended December 31, 2019, the Company issued 125,000 options to purchase common stock to an employee. The employee was terminated during 2019 and the options were forfeited prior to vesting. The options had a vesting schedule of 2 years and an exercise price of $.20. Also during 2019, former members of the Board of Directors and consultants forfeited 2,312,839 options to purchase common stock. As of December 31, 2019 are were no options issued and outstanding.

 

During the year ended December 31, 2018, the Company issued 678,339 options to purchase common stock. The options had an exercise price of $.06 and vested immediately. During the year ended December 31, 2018, 1,755,000 options were exercised and none were forfeited. As of December 31, 2018, there were 2,312,839 options issued and outstanding.
XML 50 R21.htm IDEA: XBRL DOCUMENT v3.20.2
Noncontrolling Interest
 12 Months Ended
Dec. 31, 2019
Noncontrolling Interest [Abstract]  
Noncontrolling Interest

NOTE 15 – Noncontrolling Interests

 

In July 2019, the Company invested $500 in Sweet Rock, LLC, a Michigan limited liability company. The Company holds a 51% ownership and Sweet Ally, Inc. (“Sweet Ally”) invested $495 for a 49% ownership. The Company consolidates the financial statements of Sweet Rock and accounts for Sweet Ally’s ownership as a noncontrolling interest. During the year ended December 31, 2019 Sweet Rock incurred marketing expenses of $8,398. This activity is included in the consolidated financial statements of the Company with corresponding noncontrolling interests.
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Concentrations
 12 Months Ended
Dec. 31, 2019
Concentration Risks, Types, No Concentration Percentage [Abstract]  
Concentrations

NOTE 16 - Concentrations

 

For the year ended December 31, 2019, the Company’s two largest customers represented 10% and 7% of sales. For the year ended December 31, 2018, the Company’s two largest customers represented 21% and 12% of sales.
XML 52 R23.htm IDEA: XBRL DOCUMENT v3.20.2
Income Taxes
 12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

 NOTE 17 – Income Taxes

 

The reconciliation of income tax benefit at the U.S. statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2019 and 2018:

 

   Year Ended
  

December 31, 2019

 

December 31, 2018

U.S federal statutory rate   (21%)   (21%)
State income tax, net of federal benefit   (0.0%)   (0.0%)
Increase in valuation allowance   21%   21%
Income tax provision (benefit)   0.0%   0.0%

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2019 and December 31, 2018 consist of the following:

 

Deferred Tax Assets  December 31, 2019  December 31, 2018
Net Operating Losses  $4,620,000   $3,990,000
Less:  Valuation Allowance  $(4,620,000)  $(3,990,000)
Deferred Tax Assets – Net   —      —  

 

As of December 31, 2019, the Company has approximately $22,000,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2028. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. 
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Commitments
 12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments

NOTE 18 – Commitments

 

Office Leases

 

The Company executed a three-year lease for corporate office space effective September 1, 2016. The lease included monthly payments of $7,715 in year one, $7,972 in year two, and $8,229 in year three plus common area maintenance. The lease was accounted for on a straight-line basis over its term.

 

On September 5, 2019 the Company executed a six-month extension of its corporate office lease at $8,065 per month plus common area maintenance. The lease expired on February 29, 2020.

 

On February 28, 2020 the Company executed a six-month extension of its corporate office lease. The lease includes new space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

 

On January 18, 2018, WFLC entered into a 12-month office use agreement for office space in Denver, Colorado. Monthly payments were $91. The lease automatically renews for 12 months each January. Monthly payments in 2019 were $101..

 

Other Leases

 

The Company rents storage space from various third parties on a month-to-month basis.

 

Employee Agreements

 

The Company has entered into employment agreements with the following Board members and officers:

 

In 2014, the Company entered into a five-year employment agreement with David M. Seeberger, Vice President and General Counsel. Under the agreement, we agreed to compensate Mr. Seeberger at a rate of $120,000 per year and to bonus obligations based on the profitability of the Company. We also agreed to grant Mr. Seeberger an option to purchase 2,000,000 shares of common stock for par value at any time after January 1, 2015. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Seeberger. The new agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors appointed Mr. Seeberger as Chief Executive Officer and amended his contract to change his annual compensation to $150,000.

 

In January 2016, the Company entered into a five-year employment agreement with Michael Welch, Chief Financial Officer. Under the agreement, we agreed to compensate Mr. Welch at a rate of $120,000 per year and to pay a bonus based on the profitability of the Company. Mr. Welch also became Chief Executive Officer on March 1, 2016. His salary was increased to $150,000 per year. In addition, Mr. Welch received 10,000,000 warrants for common stock at a price of $.001 on January 4, 2016 that were exercisable on July 25, 2016. On February 1, 2018, the Company entered into a new three-year employment agreement with Mr. Welch. The new agreement includes base compensation of $150,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors appointed Mr. Welch as Chief Operating Officer and amended his contract to reflect the change in position.

 

On December 18, 2017, the Company entered into a five-year employment agreement with John Blackington, Chief Commercialization Officer. The agreement includes base compensation of $140,000 per year, 7,000,000 common stock options, an annual bonus of up to 30%, and discretionary bonuses as approved by the Board of Directors. The contract was terminated effective February 6, 2019.

 

On February 1, 2018, the Company entered into a three-year employment agreement with Jens Mielke, Chief Financial Officer. The agreement includes base compensation of $140,000 per year and discretionary bonuses as approved by the Board of Directors. On May 11, 2020 the Board of Directors amended Mr. Mielke’s contract to change his annual compensation to $150,000.

On February 1, 2018, the Company entered into a three-year employment agreement with Charles Smith, Chief Operating Officer. The agreement includes base compensation of $120,000 per year and discretionary bonuses as approved by the Board of Directors. Mr. Smith resigned his Board and Officer positions from the Company on January 31, 2020. He rejoined the Board on May 11, 2020, but does not have a formal compensation agreement with the Company.

 

Other Commitments

 

Under the terms of an Operating and Management Agreement (as amended) with Poafpybitty Family, LLC, the Company is required to pay the greater of 3% of the sales of Rocky Mountain High Water Company or $30,000 (adjusted annually for CPI% beginning in 2020) per year.
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Legal Proceedings
 12 Months Ended
Dec. 31, 2019
Legal Proceedings  
Legal Proceedings

NOTE 19 – Legal Proceedings

 

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C, now Lyonpride Music LLC v Rocky Mountain High Brands, Inc., Before the American Arbitration Association, 01-18-0003-1428.

 

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. Lyonpride sought monetary damages from the Company for breach of contract and the Company sought monetary damages against Lyonpride. The parties have settled the matter and are in the process of finalizing settlement documents. The settlement documents have had to be modified because of the Covid 19 issue as a portion of the settlement relates to performance by Lyonpride and the scheduling of the performance has had to be extended.

 

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

The Company sought the return of the Series A Preferred Stock (“Series A”) issued to Jerry Grisaffi (“Grisaffi”), RMHB’s former Chairman of the Board. The Company further alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself.

On August 30, 2018, the Trial Court in the 192nd District Court of Dallas County, Texas entered a final judgment in the Company’s favor and against Grisaffi in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock. The Court further voided ab initio the Series A Preferred Shares. The Court further ruled that Grisaffi take nothing by his counterclaims in the case.

 

In The Court Of Appeals For The Fifth District Of Texas Dallas, Texas, Jerry Grisaffi, Appellant v. Rocky Mountain High Brands, Inc, f/k/a Republic of Texas Brands, Inc., Appellee, No. 05-18-01020-CV.

 

Grisaffi appealed the Judgment described above. The Court of Appeals affirmed in part and reversed in part the Judgment and remanded it to the trial court for the purpose of the Company electing its remedy. The Company has elected its remedy of the $3,500,000 judgment against Grisaffi. Grisaffi has again appealed this matter. On November 19, 2019, Grisaffi filed a chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas, Case No. 19-33855-sgj. The Company has filed an Adversary Proceeding to deny Grisaffi the ability to discharge the judgment and has filed a motion to remove Grisaffi as the debtor in possession or to convert the case to a Chapter 7. The case has been converted by the Bankruptcy Court to a Chapter 7 case.

 

Dallas County Texas, Case Number DC-18-13491. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

 

This is the surviving case of the above case, having been severed on September 12, 2018. In this case, on August 12, 2019 the Court entered as Final Judgment, against Lily Li and LSW, holding that all Series A Preferred Shares in RMHB, including the shares issued to Grisaffi and later sold by him to LSW evidenced by Stock Certificate N0. 604 issued by RMHB, to LSW Holdings LLC in the amount of 1,000,000 shares, were void ab initio, and any potential rights thereunder were terminated. The Court further entered joint and several judgments against Lily Li and LSW Holdings LLC for $3,500,000, which was also joint and several with the Final Judgment against Grisaffi. This Final Judgment against Lily Li and LSW Holdings, LLC is final for all purposes and was not appealed. The Company plans to outsource the collection of this Judgment. The remaining Defendants settled with the Company by either returning shares of stock in the Company or paying a settlement sum to the Company which totaled $200,000. Other than collection of the Judgment this matter has been finalized.

 

Rocky Mountain High Brands, Inc. v La Dolce Vita Trust and Christine Guthrie, In Her Capacity As Trustee, In The 382nd District Court of Rockwall County, Texas, Cause No. 1-18-1608.

 

This is a case whereby the Company is attempting to collect on the Judgment obtained against Grisaffi. More specifically the Company is requesting the Court to order the La Dolce Vita Trust to turnover fraudulently transferred assets and for additional relief necessary to enforce the Company’s judgment against Grisaffi. Grisaffi is attempting to stay this case with his bankruptcy, the Company will seek an order from the Bankruptcy Court to continue in this case, or will work in conjunction with the Trustee appointed in the Chapter 7 case on this matter

 

Chet – 5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc., Supreme Court of the State of New York, County of Ulster, Case No. 18-4416.

 

The Plaintiff sued the Company, seeking $21,000 in damages for breach of contract. The Company contested that claim in its entirety and filed a counterclaim against the Plaintiff for an unspecified amount of damages. The parties have settled this matter.
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Other Income/Expenses
 12 Months Ended
Dec. 31, 2019
Other Income/Expenses

NOTE 20 – Other Income/Expenses

 

Loss on Extinguishment of Debt

 

For the year ended December 31, 2019, the Company recorded a loss on extinguishment of debt of $172,910 related to the amendment and settlement of convertible notes payable. For the year ended December 31, 2018, the Company recorded a net loss on extinguishment of debt of $191,138 related to the settlement of convertible notes payable.

 

Gain on Lawsuit Judgment and Legal Settlement

 

During the year ended December 31, 2019 the Company recorded a net Gain on Lawsuit and Legal Settlement of $200,817. On May 30, 2019 the Company recorded a gain on lawsuit judgment and legal settlement of $230,840 related to the settlement of a lawsuit the Company filed in 2017 against several defendants. The settlement was reached on May 30, 2019 and included a $200,000 cash payment by the defendants to the Company, the forgiveness of debt of $30,840 owed by the Company to one of the defendants, and the return of 6,750,000 shares of common stock. In December 2019 the Company agreed to pay $30,023 to settle its lawsuit with LyonPride Music, LLC.

 

During the year ended December 31, 2018 the Company recorded a net Gain on Lawsuit and Legal Settlement of $689,724. In August 2018, the Company recorded a $654,289 gain related to the lawsuit judgment the Company received against Jerry Grisaffi, our former Chairman of the Board. The Company de-recognized two notes payable to Mr. Grisaffi, plus accrued interest, in the amount of $418,865, and de-recognized the related derivative liability of $235,424. In September 2018, the Company executed a settlement with Statewide Beverage and recorded a gain on legal settlement of $34,435. As part of the settlement, the Company received 1,818,180 of its common shares that had previously been issued to the owners of Statewide Beverage and cancelled them. The Company also recorded the extinguishment of liabilities that had been recorded at the time of the sale of product to Statewide Beverage in 2016. In November 2018, the Company recorded a gain related to the lawsuit judgment the Company received against LSW in the amount of $1,000 related to a court order to void the Series A Preferred Stock initially issued to the Company’s former Chairman of the Board and later purchased by LSW. The $1,000 gain represents the par value of the 1,000,000 shares cancelled.

 

Gain (Loss) on Change in Fair Value of Derivative Liability

 

For the year ended December 31, 2019, the Company recorded a loss on the change in fair value of derivative liability of $25,844 compared to a gain of $1,975,858 for the year ended December 31, 2018. In 2019 the loss resulted from the impact of a decrease in the price of the Company’s common stock and its impact on convertible debt, while in 2018 the gain resulted from the decrease in the price of the Company’s underlying stock, which is used to calculate the fair value of the related derivative liability, from the beginning of the year to the end of the year.

XML 56 R27.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Events
 12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events.

NOTE 21 – Subsequent Events

 

Between January 1 and June 19, 2020, the Company issued 146,536,554 shares of common stock, including 27,000,000 for the acquisition of the assets of Raw Pharma, 17,925,000 for legal settlements, 22,413,568 for convertible notes payable conversions, 27,697,986 for director and employee compensation, 51,000,000 for payments to vendors, and 500,000 for the conversion of Series G Preferred Stock to common stock.

 

Between January 1 and June 19, 2020, the Company issued 200 shares of Series F Preferred Stock for cash.

 

Between January 1 and June 19, 2020, holders of convertible notes payable converted $278,200 of outstanding principal.

 

On February 19, 2020 the Company executed a convertible note payable with Eagle Equities, LLC (“Eagle Equities”). The note has a principal amount of $183,750, bears interest at 8%, is convertible to common stock at a conversion rate of $.03, and matures on August 19, 2021.

 

On February 25, 2020 the Board of Directors designated 5,000 shares of Series H Preferred Stock. The Board amended the designation on April 7, 2020. On April 7, 2020 the Company issued 11 shares of Series H Preferred Stock for cash.

 

On February 28, 2020 the Company executed a six-month extension of its corporate office lease. The lease includes new space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

 

On March 13, 2020 the Company exchanged four convertible notes payable with maturity dates in February and March 2020 for four convertible notes with due dates of December 13, 2020. All other terms are the same.

 

Effective March 17, 2020 the Board of Directors approved an amendment to our Articles of Incorporation to increase the Company’s authorized common stock from 200,000,000 to 1,000,000,000 shares.

 

On March 27, 2020 the Company executed a convertible note payable with Eagle Equities. The note has a principal amount of $115,000, bears interest at 8%, is convertible to common stock at a conversion rate of $.03, and matures on September 27, 2021.

 

On April 7, 2020 the Company executed a three-year consulting agreement with Eagle Processing & Distribution, Inc. (“EPD”). Under the agreement, EPD is to provide outsourced services related to sales and distribution, marketing, social media, and website maintenance, logistics and order fulfillment, production, inventory management, customer service, risk management, and assistance with obtaining financing. EPD was granted 50,000,000 shares of common stock as compensation for the first eight months of the contract with compensation for the remainder of the contract to be negotiated prior to the end of the initial eight months. On June 30, 2020 EPD returned 25,000,000 common shares of the previously issued 50,000,000 shares pending the execution of an amendment to the April 7, 2020 consulting agreement. These common shares have not been cancelled and are included in shares outstanding.

 

On April 21, 2020 the Company filed a Registration on Form S-8 to register 600,000 shares of common stock issued to a vendor as compensation for services provided.

 

On April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-owned Nevada corporation. On April 30, 2020, RMPI purchased certain of the assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle product, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles. The purchase price for the assets consists of a combination of $1,750,000 in cash, 27,000,000 shares of common stock, and the assumption or refinancing of Raw Pharma’s bank debts secured by equipment in the amount of $1,007,000. The Company is also assuming the lease of Raw Pharma’s 20,000 square foot facility and certain equipment leases. The Company assumed no other liabilities in the transaction.

 

On April 29, 2020 the Company executed a $150,100 loan agreement with Comerica Bank under the Paycheck Protection Program (“PPP”) of the Small Business Administration (“SBA”). The loan bears interest at 1% and is due on April 29, 2022. If the Company meets certain PPP qualifications the loan will be forgiven by the SBA. Otherwise, monthly loan payments will commence November 1, 2020.

 

On May 12, 2020 the Company executed a Settlement Agreement and Release with Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc., related to the 200,000 can production run the Company ran for TWC in September 2019. Pursuant to the Settlement Agreement the Company agreed to issue 17,500,000 shares of common stock, with a market value of $367,500, on the settlement date. As of December 31, 2019, the Company reversed the $322,000 previously recorded in September 2019, recorded a common stock payable of $367,500 and accrued a $15,000 payment made to TWC in January 2020 to assist with TWC’s customer service-related issues. The companies mutually released each other from all other liabilities, including a $75,000 account payable to TWC for CBD used in the manufacturing of the beverages. The companies further agreed that if RMHB files a lawsuit seeking damages against its can vendor, it would pay TWC 30% of any net recovery. RMHB is not required to take any further action.

 

On May 20, 2020 the Company executed a Release and Settlement Agreement with CHET-5 Broadcasting, Inc. (“CHET-5”) related to a breach of contract lawsuit filed by CHET-5 related to an advertising contract between the Company and CHET-5. The Company agreed to pay CHET-5 $9,000 in cash and 425,000 shares of common stock in exchange for full mutual releases.
XML 57 R28.htm IDEA: XBRL DOCUMENT v3.20.2
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Principles of consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Cash

The Company maintains cash balances at various financial institutions. At times, these balances may exceed federally insured limits.
Accounts Receivable and Allowance for Doubtful Accounts Receivable

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.
Inventories

Inventories, which consist of the Company’s finished products held for resale, raw materials, and packaging, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.
Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.

  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instruments is as follows:

 

Balance, January 1, 2018  $5,609,389
Issued   —  
Exercises/Conversions   (3,257,359)
Change in fair value recognized in operations   (1,975,858)
Balance, December 31, 2018  $376,172
Issued   21,193
Exercises/Conversions/Expirations   (9,531)
Change in fair value recognized in operations   25,844
Balance, December 31, 2019  $413,678

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2019 and December 31, 2018:

 

   December 31, 2019  December 31, 2018
Estimated dividends   None    None
Expected volatility   137%   106%
Risk free interest rate   1.47%   2.41%
Expected term   .1 to 3.25 years     1 to 4.0 years
Property and equipment

NOTE 6 – Property and Equipment

 

As of December 31, 2019 and December 31, 2018, property and equipment consists of the following:

 

   December 31, 2019  December 31, 2018
Vehicles  $14,687   $29,598
Furniture and equipment   45,322    41,422
Personal computers   17,901    17,901
    77,910    88,921
Less:  accumulated depreciation   58,568    54,641
Total  $19,342   $34,280
Impairment of Long-Lived Assets

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow

 

expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. In August 2019 the Company recorded a $118,066 impairment on the intangible assets recorded as a result of the BFIT Brands, LLC acquisition in July 2018. The goodwill related to this acquisition is fully impaired. No other impairment charges were recorded during the years ended December 31, 2019 and 2018.
Share-based Payments

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.
Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company evaluates and accounts for the exchange or modification of an outstanding debt instrument as an extinguishment of that instrument when the original and new terms are substantially different as defined under ASC 470.
Preferred Stock

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit).
Revenue from contracts with customers

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. No reserve for returns has been provided.

 

 

The following table represents sales by sales channel for the years ended December 31, 2019 and 2018:

 

   Year Ended
   December 31, 2019  December 31, 2018
Online  $144,565   $254,316
Distributor   26,610    78,853
Retailer   13,700    46,069
Private Label   20,375    —  
Total  $205,250   $379,238

 

All sales for all periods presented were to domestic customers, except the private label sales of $20,375 were to CBD Life of Mexico. This sale represents 10% of sales for the year ended December 31, 2019.

 

Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606.

 

The Company’s revenues accounted for under ASC 606, generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

 

In September 2019, the Company completed its initial production run and delivery of Green Lotus branded CBD-infused canned beverages for its private label customer, Texas Wellness Center (“TWC”), a subsidiary of GL Brands, Inc. In late 2019, TWC informed the Company that some of the cans developed leaks and were unsaleable. Initially, TWC requested the Company rerun its production, but then requested a refund. In May 2020, the Company agreed to a settlement and release agreement whereby the Company agreed to issue 17,500,000 shares of common stock to TWC in exchange for mutual releases. The Company recorded this settlement in 2019 as a refund of the sales price of $322,000 that had been recorded as revenue in September 2019.
Advertising and marketing

Advertising and marketing expenses are charged to operations as incurred.
Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.
Segments

The Company has determined that it operates one reportable operating segment. This determination was made based on the management approach, as described in FASB ASC 280, “Reportable Segments.” The management approach is based on an entity’s internal organization and the information that the chief operating decision maker uses to make decisions about operating matters. It also takes into consideration the nature of products, production processes, types and classes of customers, distribution methods, the Company’s regulatory environment, and whether discrete financial information is available for reportable segments.
Recently issued accounting pronouncements

Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing their right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted Topic 842, as amended, on January 1, 2020. Upon adoption, the Company did not have any leases that would require recognition on the its consolidated balance sheet.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the immediate recognition of management’s estimates of current and expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

In May 2018, the FASB issued ASU 2018-09, Compensation-Stock Compensation: Scope of Modification Accounting. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. This update is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-09 will have on its consolidated financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance is intended to reduce the complexity associated with issuers’ accounting for share-based payment transactions for acquiring goods and services. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements.

 

In July 2018, the FASB issued ASU 2018-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for the Company beginning January 1, 2020. Management does not believe that ASU 2018-11 will have a material impact on its consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. This update modifies the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Company beginning January 1, 2021. The Company is currently evaluating the impact that ASU 2018-13 will have on its consolidated financial statements.
XML 58 R29.htm IDEA: XBRL DOCUMENT v3.20.2
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
change in level 3
Balance, January 1, 2018  $5,609,389
Issued   —  
Exercises/Conversions   (3,257,359)
Change in fair value recognized in operations   (1,975,858)
Balance, December 31, 2018  $376,172
Issued   21,193
Exercises/Conversions/Expirations   (9,531)
Change in fair value recognized in operations   25,844
Balance, December 31, 2019  $413,678
The estimated fair value of the derivative instruments
   December 31, 2019  December 31, 2018
Estimated dividends   None    None
Expected volatility   137%   106%
Risk free interest rate   1.47%   2.41%
Expected term   .1 to 3.25 years     1 to 4.0 years
Sales by sales channel
   Year Ended
   December 31, 2019  December 31, 2018
Online  $144,565   $254,316
Distributor   26,610    78,853
Retailer   13,700    46,069
Private Label   20,375    —  
Total  $205,250   $379,238
XML 59 R30.htm IDEA: XBRL DOCUMENT v3.20.2
Inventory (Tables)
 12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
Inventory
   December 31, 2019  December 31, 2018
Finished inventory  $160,763   $84,730
Raw materials and packaging   77,272    61,992
Total  $238,035   $146,722
XML 60 R31.htm IDEA: XBRL DOCUMENT v3.20.2
Prepaid Expenses and Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses
   December 31, 2019  December 31, 2018
Prepaid officers’ compensation  $143,233   $291,617
Prepaid directors’ compensation   —      29,442
Prepaid marketing expenses   —      2,750
Other prepaid expenses and current assets   31,493    64,265
Total  $174,726   $388,074
XML 61 R32.htm IDEA: XBRL DOCUMENT v3.20.2
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Property and equipment
   December 31, 2019  December 31, 2018
Vehicles  $14,687   $29,598
Furniture and equipment   45,322    41,422
Personal computers   17,901    17,901
    77,910    88,921
Less:  accumulated depreciation   58,568    54,641
Total  $19,342   $34,280
XML 62 R33.htm IDEA: XBRL DOCUMENT v3.20.2
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible assets
   December 31, 2019  December 31, 2018
Goodwill  $—    $86,142
Capitalized software   31,220    62,220
Formulas   —     12,500
Trade name   —     2,500
    31,220    163,362
Accumulated amortization   (18,212)   (14,715)
Total  $13,008   $148,647
XML 63 R34.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisition (Tables)
 12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Allocation of assets from acquisition
Purchase Price   
Common stock issued  $75,000
Note payable and accrued interest forgiven   80,438
Earnout liability   75,000
Total  $230,438
     
Allocation    
Cash  $15,612
Accounts receivable   5,763
Inventory   76,922
Software   31,000
Formulas   12,500
Trademark   2,500
Goodwill   86,141
Total  $230,438
Pro Forma Results
   Year Ended December 31, 2018
Sales  $448,685
Cost of Sales   465,400
Inventory Obsolescence   25,145
Gross Loss   (41,860)
Operating Expenses   4,577,323
Loss From Operations   (4,619,183)
Other Expenses   535,142
Loss Before Income Tax Provision   (5,154,325)
Income Tax Provision   —  
Net Loss  $(5,154,325)
Net Loss Per Common Share-Basic and Diluted  $(0.06)
Weighted Average Shares Outstanding   80,285,967
XML 64 R35.htm IDEA: XBRL DOCUMENT v3.20.2
Accounts Payable amd Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2019
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Liabilities
   December 31, 2019  December 31, 2018
Accounts payable  $440,788   $308,717
Accrued compensation   51,500    25,500
Common stock payable   417,850    12,356
Other accrued expenses   233,079    158,641
Total  $1,143,217   $505,214
XML 65 R36.htm IDEA: XBRL DOCUMENT v3.20.2
Convertible Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2019
Convertible Notes Payable [Abstract]  
Convertible Notes Payable
   Interest Rates  Terms  Conversion Rates  December 31, 2019  December 31, 2018
GHS Investments, LLC (fixed conversion)   10%    .1-.75 years   $ 0.02-0.03    $1,035,750   $871,079
LSW Holdings, LLC (variable conversion)   6%   —       (b)     179,000    179,000
Discount                    (205,800)   (383,483)
Total                   $1,008,950   $666,596
XML 66 R37.htm IDEA: XBRL DOCUMENT v3.20.2
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable
   Interest Rates  Term

  December 31, 2019  December 31, 2018
Notes payable   0% - 6%   Due   $30,000   $37,493 
XML 67 R38.htm IDEA: XBRL DOCUMENT v3.20.2
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of reconciliation of income tax benefit
   Year Ended
  

December 31, 2019

 

December 31, 2018

U.S federal statutory rate   (21%)   (21%)
State income tax, net of federal benefit   (0.0%)   (0.0%)
Increase in valuation allowance   21%   21%
Income tax provision (benefit)   0.0%   0.0%
Schedule of Deferred Tax Assets and Liabilities
Deferred Tax Assets  December 31, 2019  December 31, 2018
Net Operating Losses  $4,620,000   $3,990,000
Less:  Valuation Allowance  $(4,620,000)  $(3,990,000)
Deferred Tax Assets – Net   —      —  
XML 68 R39.htm IDEA: XBRL DOCUMENT v3.20.2
General (Details Narrative)
 1 Months Ended 12 Months Ended
Apr. 22, 2019
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Name Change to Totally Hemp Crazy, Inc   Jul. 17, 2014
Name Change to Rocky Mountain High Brands, Inc.   Oct. 23, 2015
Acquired assets of BFIT Brands LLC   Jul. 25, 2018
Reverse stock split, description On April 22, 2019 the reverse split of the Company’s Stock, at a ratio of one share for every 20 shares, was effective. All common stock share and per share amounts in this document reflect this reverse split.  
XML 69 R40.htm IDEA: XBRL DOCUMENT v3.20.2
Level 3 Financial Instrument Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Accounting Policies [Abstract]    
Opening Balance of Financial Instrument $ 376,172 $ 5,609,389
Stock issued 21,193
Exercises (9,531) (3,257,359)
Change in fair value recognized in operations 25,844 (1,975,858)
Closing Balance of Finacial Instrument $ 413,678 $ 376,172
XML 70 R41.htm IDEA: XBRL DOCUMENT v3.20.2
Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Estimated dividends
Expected volatility 137.00% 106.00%
Risk-free interest rate 1.47% 2.41%
Term Minimum    
Expected term 1 month 7 days 1 year
Term Maximum    
Expected term 3 years 3 months 1 day 4 years
XML 71 R42.htm IDEA: XBRL DOCUMENT v3.20.2
Revenue From Contracts with Customers (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Revenue from Contract with Customer [Abstract]    
Online sales $ 144,565 $ 254,316
Private label sales 26,610 78,853
Distributor sales $ 13,700 $ 46,069
Retailer sales 20,375
Total sales $ 205,250 $ 379,238
XML 72 R43.htm IDEA: XBRL DOCUMENT v3.20.2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
May 31, 2020
Jun. 19, 2020
Dec. 31, 2019
Dec. 31, 2018
Impairment of intangible assets     $ 118,066  
Sales     $ 205,250 $ 379,238
Shares issued to vendors for services rendered, shares 17,500,000 51,000,000    
Refund of sales price $ 322,000      
Term Minimum        
Property plant and equipement useful life     3 years 5 years
International Customers        
Sales     $ 20,375  
Sales concentration     10.00%  
XML 73 R44.htm IDEA: XBRL DOCUMENT v3.20.2
Going Concern (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Risks and Uncertainties [Abstract]    
Shareholders deficit $ (2,622,351)  
Accumulated deficit $ (40,285,145) $ (35,018,351)
XML 74 R45.htm IDEA: XBRL DOCUMENT v3.20.2
Inventory (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Finished Inventory $ 160,763 $ 84,730
Raw Materials and Packaging 77,272 61,992
Total Inventory $ 238,035 $ 146,722
XML 75 R46.htm IDEA: XBRL DOCUMENT v3.20.2
Inventory (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Inventory obsolescence expense $ 130,364 $ 25,145
XML 76 R47.htm IDEA: XBRL DOCUMENT v3.20.2
Prepaid Expenses and Other Current Assets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Notes to Financial Statements    
Prepaid officers compensation $ 143,233 $ 291,617
Prepaid directors compensation 29,442
Prepaid marketing expenses 2,750
Other prepaid expenses and current assets 31,493 64,265
Total prepaid expenses and other current assets $ 174,726 $ 388,074
XML 77 R48.htm IDEA: XBRL DOCUMENT v3.20.2
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Notes to Financial Statements    
Compensation expense $ 177,824 $ 268,724
Prepaid asset 156,000  
Return of prepaid asset 20,000  
Expense no longer recoverable $ 136,000  
XML 78 R49.htm IDEA: XBRL DOCUMENT v3.20.2
Property And Equipment (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Property And Equipment Details    
Vehicles $ 14,687 $ 29,598
Furniture and Equipment 45,322 42,422
Personal computer book value 17,901 17,901
Subtotal 77,910 88,921
Less Accumulated Depreciation 58,568 54,641
Total $ 19,342 $ 34,280
XML 79 R50.htm IDEA: XBRL DOCUMENT v3.20.2
Intangible Assets (Details) - USD ($)
Dec. 31, 2019
Aug. 31, 2019
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill $ 86,142 $ 86,142
Capitalized software 31,220 31,000 62,220
Formulas 12,500 12,500
Trade name 2,500 2,500
Subtotal intangible assets 31,220   163,362
Accumulated amortization (18,212) $ 14,076 (14,715)
Total $ 13,008   $ 148,647
XML 80 R51.htm IDEA: XBRL DOCUMENT v3.20.2
Intangible Assets (Details Narrative) - USD ($)
 1 Months Ended
Aug. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]      
Impairment expense $ 118,066    
Goodwill 86,142 $ 86,142
Capitalized software 31,000 31,220 62,220
Formulas 12,500 12,500
Trade name 2,500 2,500
Accumulated amortization $ 14,076 $ (18,212) $ (14,715)
XML 81 R52.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions - Allocation of BFIT Assets (Details) - USD ($)
 1 Months Ended
Jul. 25, 2018
Dec. 31, 2019
Aug. 31, 2019
Dec. 31, 2018
Common stock issued   $ 137,915   $ 94,581
Cash allocation   68,080   613,686
Accounts receivable allocation   18,162   17,324
Inventory allocation   238,035   146,722
Goodwill   $ 86,142 $ 86,142
BFIT Asset Allocations        
Common stock issued $ 75,000      
Note payable and accrued interest forgiven 80,438      
Earnout liability 75,000      
Total purchase price 230,438      
Cash allocation 15,612      
Accounts receivable allocation 5,763      
Inventory allocation 76,922      
Software 31,000      
Formulas 12,500      
Trademark 2,500      
Goodwill 86,141      
Total allocations $ 230,438      
XML 82 R53.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions - Pro Forma Statement (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Inventory obsolescence $ 130,364 $ 25,145
Income tax provision
Net Income (Loss) per Common Share - Basic and Diluted $ (0.05) $ (0.04)
Weighted Average Shares Outstanding 115,143,080 80,285,967
Pro Forma Statement of Operations    
Sales   $ 448,685
Cost of sales   465,400
Inventory obsolescence   25,145
Gross loss   (41,860)
Operating expenses   4,577,323
Loss from operations   (4,619,183)
Other (income) expenses   535,142
Loss before income tax provision   (5,154,325)
Income tax provision  
Net loss   $ (5,154,325)
Net Income (Loss) per Common Share - Basic and Diluted   $ (0.06)
Weighted Average Shares Outstanding   80,285,967
XML 83 R54.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 31, 2019
Jul. 25, 2018
Dec. 31, 2019
Dec. 31, 2018
Common Stock Value Issued to BFIT owners     $ 82,263
Impairment of intangible assets     $ 118,066  
Impairment, percent impaired 10000.00%      
FitWhey Brands, Inc.        
Cash Paid for acquisition   $ 230,438    
Common Stock Value Issued to BFIT owners   75,000    
Forgiveness of debt   80,000    
Accrued Interest   438    
Due to owners over time   $ 75,000    
Net sales percentage   5.00%    
XML 84 R55.htm IDEA: XBRL DOCUMENT v3.20.2
Accounts Payable amd Accrued Liabilities (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Accounts Payable $ 440,788 $ 308,717
Accrued Compensation 51,500 25,500
Other Accrued Expenses 233,079 158,641
Total 1,143,217 505,214
Common Stock    
Accounts Payable $ 417,850 $ 12,356
XML 85 R56.htm IDEA: XBRL DOCUMENT v3.20.2
Convertible Notes Payable (Details) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 01, 2016
Dec. 31, 2019
Dec. 31, 2018
Convertible notes, term 3 years 0 days 0 days
Discount   $ (205,800) $ (383,483)
Total   $ 1,008,950 666,596
GHS Note Minimum Term      
Convertible notes, term   1 month 6 days  
GHS Note Maximum Term      
Convertible notes, term   9 months  
GHS Note Minimum Conversion Rate      
Conversion rate   2.00%  
GHS Note Maximum Conversion Rate      
Conversion rate   3.00%  
GHS Note Payable      
Convertible Notes Payable   $ 1,035,750 871,079
Convertible notes interest rate   10.00%  
LSW Note Payable      
Convertible Notes Payable   $ 179,000 $ 179,000
Convertible notes interest rate   6.00%  
XML 86 R57.htm IDEA: XBRL DOCUMENT v3.20.2
Convertible Notes Payable (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
May 06, 2019
Nov. 27, 2019
Sep. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Interest expense including amortization of discount     $ 1,225,081 $ 873,368  
Gain on extinguishment of debt       172,910 $ 191,138
Derivative liability       $ 403,971 $ 290,875
LSW Note Payable          
Discount rates       50.00%  
Conversion rate       1.10%  
Conversion rate details       50% discount off the lowest trading price for the common stock during the 10 trading days prior to conversion ($0.011)  
Amended Seven Convertible Notes Payable          
Gain on extinguishment of debt $ 52,774        
Amended Two Convertible Notes Payable          
Gain on extinguishment of debt   $ 120,136      
XML 87 R58.htm IDEA: XBRL DOCUMENT v3.20.2
Notes Payable (Details) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 01, 2016
Dec. 31, 2019
Dec. 31, 2018
Notes Payable   $ 30,000 $ 37,493
Note payable term 3 years 0 days 0 days
Minimum Interest      
Interest Rate   0.00% 0.00%
Maximum Interest      
Interest Rate   6.00% 6.00%
XML 88 R59.htm IDEA: XBRL DOCUMENT v3.20.2
Notes Payable (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Sep. 01, 2016
Sep. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Note payable, interest rate 0.00%      
Monthly Payment Amount $ 1,115      
Term of Note Payable 3 years   0 days 0 days
Interest Expense on Notes   $ 931 $ 214 $ 931
Amended Office Lease        
Note Payable $ 40,122      
Discounted note balance 36,634      
Balance on the Note $ 7,493      
Two Non Interest Notes        
Note Payable     $ 30,000 $ 30,000
XML 89 R60.htm IDEA: XBRL DOCUMENT v3.20.2
Deferred Revenue (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Deferred revenue $ 445,925 $ 466,300
Product sale $ 20,375  
CBD Alimentos Manufacturing Agreement    
Initial deposit for manufacturing agreement   $ 466,300
XML 90 R61.htm IDEA: XBRL DOCUMENT v3.20.2
Common Stock and Preferred Stock (Details)
 1 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2018
shares
Jun. 19, 2020
shares
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
USD ($)
shares
Mar. 17, 2020
shares
Dec. 19, 2017
shares
Jul. 14, 2017
shares
Mar. 17, 2017
shares
Common stock, shares authorized     200,000,000   1,000,000,000      
Common stock, shares outstanding     137,914,630 94,580,869        
Reverse stock split ratio     0.05          
Shares of Common Stock Issued for Convertible Notes     43,333,761 36,595,545        
Common Stock issued for convertible notes payable conversion   22,413,568 4,065,980 14,468,528        
Common stock issued for compensation   27,697,986 25,403 679,873        
Common stock issued for Cash | $     $ 39,238,908 $ 19,302,572        
Common stock issued as a result of reverse stock split     3,470          
Common stock issued for option exercises       1,454,820        
Common stock issued for services       407,527        
Common stock issued for acquisition   27,000,000 75,000        
Common shares cancelled 90,909   9,350        
Preferred Stock Authorized     20,000,000          
Preferred Stock Designated     12,801,154          
Undesignated Preferred Shares     7,198,846          
Incentive Plan                
Common stock, shares authorized           5,000,000 3,250,000 1,750,000
FirtWhey Acquisition                
Common stock issued for acquisition       373,134        
XML 91 R62.htm IDEA: XBRL DOCUMENT v3.20.2
Series A Preferred Stock (Details Narrative) - shares
 1 Months Ended
Jul. 05, 2017
Mar. 17, 2017
Dec. 31, 2019
Dec. 31, 2018
Jul. 24, 2017
Jul. 11, 2014
Preferred stock, shares designated     12,801,154      
Preferred stock, series A conversion terms On July 5, 2017, the Company again amended the Certificate of Designation for our Series A Preferred Stock. The amendment changed the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by the Company’s Board of Directors and LSW, the holder of our Series A Preferred Stock. On March 13, 2017, the Board of Directors approved a Certificate of Designation for our Series A Preferred Stock. This document revises and restates the rights, preferences and features of our Series A Preferred Stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred Stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred Stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred Stock. Following the filing of the Certificate of Designation, holders of Series A Preferred Stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred Stock are convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred Stock.        
Series A Preferred            
Preferred stock, shares designated     1,000,000 1,000,000    
Preferred stock, shares outstanding        
Preferred stock, shares issued upon conversion 100 1,200     400 400
XML 92 R63.htm IDEA: XBRL DOCUMENT v3.20.2
Series B Preferred Stock (Details Narrative) - shares
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated 12,801,154  
Series B Preferred    
Preferred stock, shares designated 7,000,000 7,000,000
Preferred stock, shares outstanding
XML 93 R64.htm IDEA: XBRL DOCUMENT v3.20.2
Series C Preferred Stock (Details Narrative) - shares
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated 12,801,154  
Series C Preferred    
Preferred stock, shares designated 2,000,000 2,000,000
Preferred stock, shares outstanding
XML 94 R65.htm IDEA: XBRL DOCUMENT v3.20.2
Series D Preferred Stock (Details Narrative) - shares
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated 12,801,154  
Series D Preferred    
Preferred stock, shares designated 2,000,000 2,000,000
Preferred stock, shares outstanding
XML 95 R66.htm IDEA: XBRL DOCUMENT v3.20.2
Series E Preferred Stock (Details Narrative) - shares
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated 12,801,154  
Series E Preferred    
Preferred stock, shares designated 789,474 789,474
Preferred stock, shares outstanding
XML 96 R67.htm IDEA: XBRL DOCUMENT v3.20.2
Series F Preferred Stock (Details Narrative) - USD ($)
 1 Months Ended
Dec. 20, 2019
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated   12,801,154  
Preferred Stock, par value   $ 0.001 $ 0.001
Preferred stock, stated value of shares  
Series F Preferred      
Preferred stock, shares designated 1,680    
Preferred stock, shares outstanding   130
Preferred stock, shares sold 130    
Preferred Stock, par value $ 0.001    
Preferred stock, stated value of shares $ 1,200    
Preferred stock, dividend accrual rate 12.00%    
XML 97 R68.htm IDEA: XBRL DOCUMENT v3.20.2
Series G Preferred Stock (Details Narrative) - USD ($)
 1 Months Ended
Jul. 05, 2017
Dec. 20, 2019
Mar. 17, 2017
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated       12,801,154  
Preferred Stock, par value       $ 0.001 $ 0.001
Preferred stock, conversion rate On July 5, 2017, the Company again amended the Certificate of Designation for our Series A Preferred Stock. The amendment changed the conversion ratio of our Series A Preferred Stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred Stock. The amendment was approved by the Company’s Board of Directors and LSW, the holder of our Series A Preferred Stock.   On March 13, 2017, the Board of Directors approved a Certificate of Designation for our Series A Preferred Stock. This document revises and restates the rights, preferences and features of our Series A Preferred Stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred Stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred Stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred Stock. Following the filing of the Certificate of Designation, holders of Series A Preferred Stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred Stock are convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred Stock.    
Series G Preferred          
Preferred stock, shares designated   10,000   10,000  
Preferred stock, shares outstanding       10,000
Preferred stock, shares issued for compensation   10,000      
Compensation owed in exchange for shares issued   $ 10,000      
Preferred Stock, par value   $ 0.001      
Preferred stock, conversion rate   The holder of Series G Preferred Stock has the right to cast 20,000 votes for every one share of Series G Preferred Stock      
Preferred stock, shares issued upon conversion   20,000      
XML 98 R69.htm IDEA: XBRL DOCUMENT v3.20.2
Series H Preferred Stock (Details Narrative) - USD ($)
 1 Months Ended
Feb. 25, 2020
Dec. 31, 2019
Dec. 31, 2018
Preferred stock, shares designated   12,801,154  
Preferred Stock, par value   $ 0.001 $ 0.001
Preferred stock, stated value of shares  
Series H Preferred      
Preferred stock, shares designated 5,000    
Preferred stock, shares outstanding  
Preferred Stock, par value $ 0.001    
Preferred stock, stated value of shares $ 1,200    
Preferred stock, dividend accrual rate 12.00%    
XML 99 R70.htm IDEA: XBRL DOCUMENT v3.20.2
Warrants (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Common Stock warrants granted $ 108,205
Warrants    
Common stock warrants outstanding 607,500 632,500
Common Stock warrants granted $ 0 $ 0
Common Stock warrants exercised 0 0
Warrants forfeited 25,000 0
Warrants | Minimum Exercise Price    
Common stock warrants, exercise price $ .001 $ .001
Warrants | Maximum Exercise Price    
Common stock warrants, exercise price $ .02 $ .02
XML 100 R71.htm IDEA: XBRL DOCUMENT v3.20.2
Options (Details Narrative) - Options - $ / shares
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Options issued 125,000 678,339
Options outstanding 2,312,839
Options forfeited 2,312,839
Options exercised   1,755,000
Exercise Price of Options $ .20 $ .06
Options vesting schedule 2 years 0 days
XML 101 R72.htm IDEA: XBRL DOCUMENT v3.20.2
Noncontrolling Interest (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Jul. 31, 2019
Dec. 31, 2019
Rocky Mountain High Brands, Inc.    
Investment in Sweet Rock, LLC $ 500  
Ownership in investment, percent 51.00%  
Sweet Ally, Inc.    
Investment in Sweet Rock, LLC $ 495  
Ownership in investment, percent 49.00%  
Sweet Rock, LLC    
Marketing expenses   $ 8,398
XML 102 R73.htm IDEA: XBRL DOCUMENT v3.20.2
Concentrations (Details)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Large Customer One    
Major customer sales concentration 10.00% 21.00%
Large Customer Two    
Major customer sales concentration 7.00% 12.00%
XML 103 R74.htm IDEA: XBRL DOCUMENT v3.20.2
Reconciliation of income tax benefit (Details)
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2019
Dec. 31, 2018
Reconciliation of income tax benefit Details      
U.S federal statutory rate (35.00%) (21.00%) (21.00%)
State income tax, net of federal benefit   (0.00%) (0.00%)
Increase in valuation allowance   21.00% 21.00%
Income tax provision (benefit)   0.00% 0.00%
XML 104 R75.htm IDEA: XBRL DOCUMENT v3.20.2
Net deferred tax liability (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Net deferred tax liability Details    
Net Operating Losses $ 4,620,000 $ 3,990,000
Less: Valuation Allowance (4,620,000) (3,990,000)
Deferred tax assets - net
XML 105 R76.htm IDEA: XBRL DOCUMENT v3.20.2
Income Taxes (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2019
Dec. 31, 2018
Income Tax      
Federal and state net operating loss carryovers   $ 22,000,000  
Federal corporate tax rate 35.00% 21.00% 21.00%
Federal corporate tax rate after change 21.00%    
XML 106 R77.htm IDEA: XBRL DOCUMENT v3.20.2
Commitments (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2019
Feb. 28, 2020
Sep. 05, 2019
Jan. 18, 2019
Jan. 18, 2018
Sep. 01, 2016
Monthly lease payment   $ 3,549        
Lease expiration date Feb. 29, 2020          
Original Office Lease            
Term of Lease           3 years
Monthly lease payment           $ 7,715
Original Office Lease Year Two            
Monthly lease payment           7,972
Original Office Lease Year Three            
Monthly lease payment           $ 8,339
Amended Office Lease            
Term of Lease     6 months      
Monthly lease payment     $ 8,065      
Amended Office Lease Two            
Term of Lease   6 months        
Monthly lease payment   $ 3,549        
Denver Colorado Lease            
Term of Lease       12 months 12 months  
Monthly lease payment       $ 101 $ 91  
XML 107 R78.htm IDEA: XBRL DOCUMENT v3.20.2
Commitments - Employee Agreements (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
May 11, 2020
Jan. 04, 2016
Feb. 01, 2018
Dec. 18, 2017
Mar. 01, 2016
Jan. 31, 2016
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2014
Annual compensation               $ 143,233 $ 291,617  
Options issued               108,205  
Warrants issued               $ 108,205  
David M. Seeberger                    
Annual compensation                   $ 120,000
Options issued                   2,000,000
Term of employment agreement                   5 years
David M. Seeberger Agreement Two                    
Annual compensation     $ 120,000              
Term of employment agreement     3 years              
David M. Seeberger Amended Agreemernt                    
Annual compensation $ 150,000                  
Michael Welch                    
Annual compensation           $ 120,000        
Term of employment agreement           5 years        
Michael Welch CEO                    
Annual compensation         $ 150,000          
Warrants issued   $ 10,000,000                
Warrants issued, exercise price   $ 0.001                
Warrants issued, date exercisable   Jul. 25, 2016                
Michael Welch Agreement Two                    
Annual compensation     $ 150,000              
Term of employment agreement     3 years              
John Blackington                    
Annual compensation       $ 140,000            
Options issued       7,000,000            
Term of employment agreement       5 years            
Annual bonus percentage       30.00%            
Jens Mielke                    
Annual compensation     $ 140,000              
Jens Mielke Amended Agreement                    
Annual compensation $ 150,000                  
Charles Smith                    
Annual compensation     $ 120,000              
Poafpybitty Family, LLC.                    
Sales commission rate             3.00%      
Annual sales commission to be paid             $ 30,000      
XML 108 R79.htm IDEA: XBRL DOCUMENT v3.20.2
Legal Proceedings (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 12, 2019
Sep. 30, 2018
Aug. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Preferred stock issued voided   90,909   9,350
Grisaffi          
Court judgement award     $ 3,500,000    
Lily Li and LSW Holdings, Inc.          
Court judgement award $ 3,500,000        
Preferred stock issued voided 1,000,000        
Remaining Defendants          
Court judgement award $ 200,000        
CHET-5 Broadcasting          
Damages sought in lawsuit       $ 21,000  
XML 109 R80.htm IDEA: XBRL DOCUMENT v3.20.2
Other (Income)/Expenses (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 31, 2019
May 30, 2019
Nov. 30, 2018
Sep. 30, 2018
Aug. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Gain on extinguishment of debt related to amendement of convertible debt           $ 172,910 $ 191,138
Gain on change in fair value of derivative liability           25,844 (1,975,858)
Gain from legal settlement           $ 200,817 $ 689,724
Legal Settlement              
Cash received from legal settlement   $ 200,000          
Forgiveness of debt from legal settlement   $ 30,840          
Shares of common stock returned to company in legal settlement   6,750,000          
Gain from legal settlement   $ 230,840          
Former Chairman Grisaffi              
Gain from legal settlement         $ 654,289    
De-recognized notes payable         418,865    
De-recognized related derivative liability         $ 235,424    
Statewide Beverage              
Shares of common stock returned to company in legal settlement       1,818,180      
Gain from legal settlement       $ 34,435      
LyonPride Music, LLC Settlement              
Payment for legal settlement $ 30,023            
LSW Holdings, LLC              
Shares of common stock returned to company in legal settlement     1,000,000        
Gain from legal settlement     $ 1,000        
XML 110 R81.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Events (Details Narrative) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
Apr. 07, 2020
May 31, 2020
Apr. 21, 2020
Mar. 27, 2020
Feb. 19, 2020
Jun. 19, 2020
Dec. 31, 2019
Dec. 31, 2018
Mar. 17, 2020
Feb. 28, 2020
Feb. 25, 2020
Dec. 20, 2019
Preferred stock, shares designated             12,801,154          
Common stock, shares authorized             200,000,000   1,000,000,000      
Shares issued during period           146,536,554            
Shares Issued for Aquisitions           27,000,000 75,000        
Shares Issued as part of legal settlement           17,925,000            
Shares issued upon conversion of convertible notes           22,413,568 4,065,980 14,468,528        
Shares issued for cash, shares             $ 39,238,908 $ 19,302,572        
Shares issued for compensation           27,697,986 25,403 679,873        
Shares issued to vendors for services rendered, shares   17,500,000       51,000,000            
Conversions of convertible note principal           $ 278,200            
Monthly lease payment                   $ 3,549    
Series F Preferred Stock                        
Preferred stock, shares designated                       1,680
Shares Issued for Aquisitions                    
Shares Issued as part of legal settlement                    
Shares issued upon conversion of convertible notes                    
Shares issued for cash, shares           $ 200 $ 130        
Shares issued for compensation                      
Shares issued to vendors for services rendered, shares                    
Series G Preferred Stock                        
Preferred stock, shares designated             10,000         10,000
Shares Issued for Aquisitions                    
Shares Issued as part of legal settlement                    
Shares issued upon conversion of convertible notes           500,000        
Shares issued for cash, shares                    
Shares issued for compensation             10,000        
Shares issued to vendors for services rendered, shares                    
Eagle Equities, LLC                        
Convertible note, principal amount       $ 115,000 $ 183,750              
Convertible note, interest rate       8.00% 8.00%              
Convertible note, conversion rate       3.00% 3.00%              
Convertible note, maturity date       Sep. 27, 2021 Aug. 19, 2021              
Series H Preferred                        
Preferred stock, shares designated                     5,000  
Shares issued for cash, shares $ 11                      
Form S-8 Registration                        
Shares issued to vendors for services rendered, shares     600,000                  
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This document revises and restates the rights, preferences and features of our Series A Preferred Stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred Stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred Stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred Stock. Following the filing of the Certificate of Designation, holders of Series A Preferred Stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred Stock are convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred Stock. On July 5, 2017, the Company again amended the Certificate of Designation for our Series A Preferred Stock. 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Cover - USD ($)
 12 Months Ended
Dec. 31, 2019
Jul. 06, 2020
Cover [Abstract]    
Document Type 10-K  
Amendment Flag false  
Document Period End Date Dec. 31, 2019  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2019  
Current Fiscal Year End Date --12-31  
Entity File Number 000-55609  
Entity Registrant Name Rocky Mountain High Brands, Inc.  
Entity Central Index Key 0001670869  
Entity Incorporation, State or Country Code NV  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Public Float   $ 252,546,937
Entity Common Stock, Shares Outstanding   284,451,184