Warrant No.5
THESECURITIESREPRESENTEDBYTHISCERTIFICATEHAVENOTBEENREGISTEREDUNDERTHE SECURITIES ACT OF 1933, AS AMENDED("THEACT"), OR THE SECURITIES LAWS OF ANYSTATE,AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTIIBCATEDOROTHERWISEDISPOSED OF EXCEPT PURSUANT TO (i) ANEFFECTIVEREGISTRATI0NSTATEMENT UNDERTHE ACT ANDANYAPPLICABLESTATE LAWS,(ii) TO THE EXTENT APPLICABLE,RULE144 UNDER THE ACT(ORANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OFCOUNSEL,IFSUCH OPINIONSHALLBEREASONABLYSATISFACTORY TOCOUNSELTO THEISSUER, THATAN EXEMPTIONFROMREGISTRATIONUNDERTHE ACTAND APPLICABLESTATELAWISAVAILABLE.
WARRANT
ROCKY MOUNTAIN HIGH BRANDS INC.
(Incorporated under the laws of the State of Nevada)
This"Common StockPurchaseWarrant",effectiveOctober,30,2015,("Warrant"),entitles Roy Meadows,anindividual,residingat207 JasmineLane,Longwood, Florida32779,orher successors or assigns, (the"Holder"),for value received, subject to thetermsand conditions setforth herein, to purchase from Rocky Mountain High Brands Inc., formerly named Totally Hemp Crazy Inc., a Nevada corporation (the"Company"),its successorsor assigns, inwhole or inpart, forty-one million, fourhundred and fifty-four thousand,eight hundred andfifty-one(41,454,851)shares ofcommon stock of the Company (the"CommonStock"),whichshall be fully paidand nonassessable securities of the Company (the "WarrantSecurities"), upon paymentof an exercise priceper share ofCommon Stock by the Holder,hersuccessors, assigns,of thelesserof(i)$0.005pershare,or(ii)an eighty percent(80%)discount to theaverage of thefive(5) lowestbid prices during the thirty(30) trading days prior to the dateof exercise of theWarrant,inwhole or in part (the"ExercisePrice"), and in accordance tothe otherterms and conditions herein.
1. Exercisability.Inaccordancewithfederalandstatesecuritieslawsandregulation,this Warrantmaybeexercisedinwholeorinpart,beginning on the date which is the earlier ofsix (6) months from the Company becoming a Reporting Company (as defined as an issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended, the "Exchange Act", which is subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act and is hereinafter referred to as a SEC "Repotting Company"), orone (1)yearfromthedate hereofifnotaReporting Company, and up to the datewhich is three(3) years from the date hereof (the "Exercise Period"), or throughMarch25,2018, by presentationand surrenderhereof to theCompanyofanoticeofelectionto purchaseduly executed andaccompaniedby paymentbycheckorwire transferof theExercise Pricefor suchsharesto theCompanyat theCompany's offices, or exercisedin accordancewithSection6 below.Notwithstandingthe above, the Holder may not exercise any warrantsif at the time of such exercise the amountof common stockissuedupon exercise, when added to other shares of Company common stock owned by the Holder or which can be acquired by Holderupon exercise or conversionof any otherinstrument, would cause the Holdertoown morethan nine and ninety-nine-tenths percent (9.99%) of the Company's outstanding common stock (the "OwnershipLimitation"), which Ownership Limitationshallbereducedtofour and ninety-nine-tenths percent (4.99%)ofthe Company'soutstandingcommonstock should the Company become a Reporting Company.
2. Manner ofExercise.In caseofthepurchaseof lessthanalltheWarrantSecurities,atthe request oftheHoldertheCompany shallcancel this Warrant uponthesurrender hereofand shallexecute and deliver a new warrant oflike tenor forthebalance of the Warrant Securities.Upon the exercise of this Warrant, the issuance ofcertificates forsecurities, properties or rights underlying thisWarrant shall be made forthwith without charge tothe Holder including, withoutlimitation, any taxthat may be payable in respect ofthe issuance thereof; provided, however,that theCompany shall not be required to pay any tax in respect of incomeor capital gainof the Holder.
The CompanyshallcausetheWarrantSecuritiestobedeliveredtotheHolderwithinfive(5) business days of any Exercise by the Holder (the"Issuance"),together with a Board of Directors resolution of the Company, and an attorney’s opinion letter, provided at the sole expense of the Company, addressed to the Company's transfer agent, verifying the validity of theIssuance to the Holder.
If andto theextentthisWarrantisexercised,inwholeorinpart,theHoldershallbeentitledto receiveacertificate representingthe WarrantSecuritiesso purchased, uponpresentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied bypaymentof the purchaseprice.
3. Adjustment in Number of Shares
(A)AdjustmentforReclassifications.Incaseatanytimeorfromtimetotimeafterthe issuedatethe holdersoftheCommon Stock of theCompany(oranyshares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on orafter the record date fixed for the determination of eligible stockholders, shall havebecome entitled toreceive,without payment therefore, other oradditional stockor other securities or property (includingcash)bywayofstock split,spin off,reclassification, combination ofsharesor similarcorporaterearrangement (exclusive ofany stock dividend ofitsor any subsidiary'scapital stock),then and in eachsuch casethe Holder ofthisWarrant, uponthe exercise hereofas providedin Sectionl, shallbe entitled to receive the amount of stock and other securities and property which such Holder would hold onthe dateof suchexerciseif on theissue datehe had beenthe holder of record of the numberof shares of Common Stock of the Companycalledfor onthe face of this Warrant and hadthereafte1 during theperiod from theissuedate,to and includingthedate ofsuch exercise,retained suchshares and/or allother or additional stockand other securities and property receivable by him asaforesaidduring suchperiod, givingeffect to all adjustmentscalledfor during suchperiod.In the event of any such adjustment, the Exercise Price shall beadjusted proportionally.
(B)Adjustment for Reorganization, Consolidation,Merger.In case ofanyreorganization oftheCompany(or anyothercorporationthestockorothersecuritiesofwhichare atthetimereceivable on the exercise ofthis Warrant) aftertheissuedate,or in case, after such date,the Company (or any such other corporation) shall consolidate with ormergeintoanothercorporation or convey allor substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant; upontheexercise hereof asprovided in Section 1atany time after the consummation of such reorganization,consolidation, merger or conveyance, shall be entitledtoreceive,inlieu ofthestock or other securitiesor·property to which such Holder would beentitled had the Holder exercised this Warrant immediatelyprior thereto, all subjecttofurther adjustment asprovided herein; ineachsuchcase, theterms of this Warrant shall be applicable to the shares of stock or other securities or property of any successor of the Company as the result of any reorganization, consolidation or merger,receivable uponthe exercise of this Warrant after consummation of anyreorganization, consolidation ofmerger.
4. No Requirement to Exercise.Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness ofa registration statement.
5.No Stockholder Rights.Unless and until this Warrant is exercised, this Warrant shall not entitletheHolderhereoftoanyvotingrightsorotherrightsasastockholderoftheCompany,ortoany otherrightswhatsoever exceptthe rights herein expressed, and,no dividends shall bepayable or accrue in respect ofthis Warrant.
6. Cashless Exercise.In lieu of delivering the Exercise Price in Cash, Holder, at her option,mayinstructtheCompanytoretain,inpaymentoftheExercisePrice,anumberofthesharesof CommonStock (the "PaymentShares")equal tothequotientofthe aggregateExercisePrice of the Warrants thenbeingexercised dividedby theMarket Priceof such PaymentShares as of the date of exercise, and to deduct thenumber of PaymentSharesfromthe sharesof Common Stock tobe deliveredtosuch holder. For purposes of this Warrant, Market Priceshall meanthe closingbid priceof theCompany's commonstockon thetradingday immediately before theexercisedate. Notwithstanding theabove, thisSection6shallonlybe applicableprovided that theCompany is tradingon a recognized exchangeon the dateofexercise.
For purposesofRule144andsub-section(d)(3)(ii)thereof,itisintended,understoodandacknowledged thattheCommonStockissued upon Exercise ofthisWarrant in aCashlessExercisetransaction shallbe deemed tohavebeen acquired atthe time this Warrant wasissued. Moreover, itisintended, understood andacknowledgedthattheholdingperiodfor theCommon StockissueduponExerciseof this Warrant in a CashlessExercise transactionshall be deemedto have commencedon the date thisWarrantwasissued.
7. Exchange.,This Warrant is exchangeable upon the surrender hereof by the Holderto theCompanyfornewwarrantsofliketenorrepresentingintheaggregatetherighttopurchase thenumberofWarrantSecuritiespurchasable hereunder each of suchnew warrants to represent theright to purchase such number of Warrant Securities as shall bedesignated bytheHolder atthe timeof such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destructionormutilationofthisWarrant,and,incaseofJoss,theftordestruction, ofindemnityorsecurity reasonablysatisfactoryto it andreimbursement tothe company of all reasonableexpensesincidentalthereto,and upon surrenderand cancellation hereof, if mutilated, theCompany will makeand deliveranew warrant of like tenor and amount, in lieu hereof.
8.Elimination of Fractional Interests..The Company shall not be required toissuecertificatesrepresentingfractions ofsecuritiesupontheexerciseofthisWarrant,norshallitbe requiredtoissuescripor pay cash inlieu offractional interests.All fractional interestsshall be eliminated hy rounding any fraction up tothe nearest whole number of securities,propertiesorrights receivable upon exercise ofthis Warrant.
9. ReservationofSecurities.TheCompanyshallatalltimesreserveandkeepavailableout ofitsauthorizedsharesofCommonStockorothersecurities, solelyforthe purposeofissuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights asshall beissuable uponthe exercise hereof. The Companycovenantsandagrees that, upon exercise ofthisWarrantandpayment of the Principal Value, allshares of CommonStock and other securitiesissuable uponsuch exerciseshall bedulyandvalidly issued,fully paid, non-assessable andnotsubject tothe preemptive rightsofany stockholder.
1O. Notices to Holder.If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:
(a) the Company shall take a record of the holders of any class of itssecurities
for the purpose of entitling them to receive a dividend or distribution payable otherwise thanincash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend ordistributionon the books of the Company; or
(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible intoor exchangeableforsharesofcapitalstockoftheCompany,oranyoptionorwarranttosubscribetherefor;or
( c) A dissolution,liquidationor winding up of the Company(otherthaninconnectionwithaconsolidation ormerger)or a sale of allor substantiallyall of its property, assets and business as an entirety shall be proposed, then, in any one or more said events, the Company shall
give writtennoticeofsucheventtotheHolderatleastfifteen(15)dayspriortothedatefixedasarecord date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend,distribution,convertibleorexchangeablesecuritiesorsubscriptionrights, orentitled tovote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such recorddate or the date of closing the transferbooks, as the case may be.
11. Transferability,This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.
12. Informational Requirements.The Companywill transmit to the Holder such information, documents andreportsas are generally distributed to stockholders of the Companyconcurrentlywiththedistributionthereoftosuchstockholders.
13. Notice.Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission, to the last known address for eachparty.
14. Consent to Jurisdiction or Service.The Company consents to the jurisdictionof anycourt of the State of Texas or Nevada, and of any federal court located in Texas or Nevada, in any action or proceeding arising outofor in connection with this Warrant, wherein said court shall apply Nevada law. The Company waives personal seivice of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made, bycei1ifiedmail directed to the Company at the location provided in Section 13 hereof, or, in the alternative, inanyother form or manner permitted bylaw.
15.Successors.All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successorsand assigns.
16. Attorneys Fees.In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.
17.Governing Law.THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OFLAW.
IN WITNESSWHEREOF,theCompanyhascausedthisWarrant tobeexecutedby thesignature ofitsOfficerwhosename appearsbelowandto be delivered in Dallas, Texason the30th day of October, 2015.
Acknowledged:
By:/s/ Roy Meadows
Roy Meadows
NOTICE OF EXERCISE TO: ROCKY MOUNTAIN HIGH BRANDSINC.
(1) Theundersignedherebyelectstopurchase shares ofthecommon stockofTotallyHempCrazy,Inc.,a Nevadacorporation(the"Company"),pursuantto the terms of the attached Warrant, andtenders herewith payment of the exercise price in full, together with all applicabletransfer taxes, ifany; or
The undersigned hereby electstopurchase shares ofthecommon stock of the Company pursuant to the terms of the cashless exercise provisions set forth in Section 6 of the attached Warrant, and shall tender payment of all applicable transfer taxes, ifany.
(2) Pleaseissueacertificateorcertificatesrepresentingsaid sharesoftheCompany's common stock in the name of the undersigned or in such other name as is specifiedbelow:
(Address)._
(Date) (Signature)
(Print name)
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