OPERATING AND MANAGEMENT AGREEMENT
OF SWEET ROCK, LLC
(A Michigan Limited Liability Company)
This Operating and Management Agreement (this “Agreement”) is entered into on June 24, 2019 to be effective to the fullest extent permissible under applicable law as of June 24, 2019 (the “Effective Date”), by and amongSweet Rock, LLC., a Michigan limited liability company (the “Company”) and the members thereof beingROCKY MOUNTAIN HIGH BRANDS, INC., a Nevada corporation (“RMHB”), andSweet ALLY, INC.(“SWEET ALLY”).RMHB andSWEET ALLY are referred to from time to time individually as a “Member,” and collectively as the “Members.” Certain capitalized terms used but not defined elsewhere in thisAgreement have the meanings set forth inSection 15 below.
The parties have agreed to organize and operate a limited-liability company in accordance with the terms and subject to the conditions set forth in thisAgreement.
NOW, THEREFORE, for good and valuable consideration, the parties have entered into the following agreement:
The purpose of the entity will be to establish new brands and manufacture product lines primarily consisting primarily of edibles that will be distributed both nationally and internationally.
2.1 Principal Office. The principal office of theCompany shall be located at 1778 Holland Drive, Suite B, Holt, Michigan 48842. TheCompany may have such other offices, either within or without the State of Michigan as theManager (defined below) may designate or as the business of theCompany may from time to time require.
2.2 Registered Office, Registered Agent. The address of the registered office of theCompany required to be maintained in the State of Michigan is 1778 Holloway Dr., Holt Michigan. The resident agent at such office is James A. Siver. The registered office and registered agent may be changed from time to time by action of theManager and by filing the prescribed form with the Michigan Secretary of State.
2.3 Term. The term of theCompanycommences on June 12, 2019, the date on which theCompany’s Certificate of Formation (the “Certificate”) was filed with the Secretary of State of the State of Michigan and shall continue perpetually unless sooner terminated as provided in thisAgreement.
2.1 Manager Designation.
(a) The business and affairs of theCompany will be managed, operated and controlled by or under the direction of a single manager (the “Manager”). The Members hereby designateMichael R. Welch as the initialManager. TheManager will have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of theCompany, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of theCompany, subject only to the terms of thisAgreement, including the terms ofSection 2.2.
(b) TheCompany and theMembers will take such actions as may be required to ensure that the number ofManagers is at all times one (1), and that suchManagershall at all times beMichael R. Welch or its designee.
2.2 Manager Limitations. Notwithstanding anything to the contrary in thisAgreement, theManager shall not undertake or cause theCompany to undertake any of the following without the written approval of the holders of not less than 60% of the issued and outstanding Units:
(a) Hire any personnel for theCompany;
(b) Borrow any money, execute any guaranty or long-term lease, or grant any security interests in theCompany’s assets;
(c) Issue or sell any equity interests of theCompany, other than those issued to theMembers pursuant to theMembership Interest Purchase Agreement;
(d) Enter into, amend, waive or terminate any Related Party Agreement (other than the original execution of theMembership Interest Purchase Agreement);
(e) Sell any material assets of theCompany in any single or series of related transactions; or
(f) Dissolve, wind-up or liquidate, or take any action that will result in the dissolution, winding-up or liquidation of, theCompany or anyCompany subsidiary or initiate a bankruptcy proceeding involving theCompany or anyCompany subsidiary.
2.3 Compensation. TheManager will not receive any salary or other compensation for its services asManager;provided, however, that theManager will be reimbursed by theCompanyfor any reasonable expenses incurred by theManager in connection with the performance of its duties asManager.
2.4 Officers. TheManager may appoint one or more individuals as officers of theCompany as it deems necessary or desirable to carry on the business of theCompanyand theManager may delegate to any such officers such power and authority as theManagerdeems advisable. Any individual may hold two or more offices of theCompany. Each officer will hold office until his or her successor is designated by theManager or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to theCompany. Any officer may be removed by theManager with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by theManager.
3.1 Annual Meeting. The annual meeting of theMembers shall be held in the month of July in each year, beginning with the year 2020, for the purpose updating the Members and shall be held in Holt, Michigan.
3.2 Special Meetings. Subject to the Notice provisions of 3.4,Special Meetings of the Members, for any purpose or purposes, may be called by theManager.
3.3 Regular Meetings.Regular Meetings of the Members, for any purpose or purposes, shall be called by theManager on a monthly, quarterly, or annual basis.
3.4 Notice of Meeting. Except where notice is not required, as provided herein, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten (10) days before the date of the meeting, by or at the direction of the manager(s), to eachMember of record entitled to vote at such meeting. When all theMembersof theCompanyare present at any meeting and do not object to notice, or if those not present sign in writing a waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting are as valid as if a meeting were formally called and notice had been given.
3.5 Place of Meeting. Except as provided herein, all regular meetings of theMembers may be conducted telephonically.
3.6 Waiver of Attendance. Attendance by aMember at a meeting shall be deemed a waiver of any objection to notice or place of a meeting, unless theMemberappears solely for purposes of objecting to notice or place of meeting.
3.7 Quorum. A quorum of any meeting of theMembers will require the presence of all of theMembers. Subject toSection 3.8, no action at any meeting may be taken by theMembers unless the appropriate quorum is present. Subject toSection 3.8, no action may be taken by theMembersat any meeting at which a quorum is present without the affirmative vote ofMembers holding not less than 60% of the issued and outstanding Units.
3.8 Action Without a Meeting. Notwithstanding anything to the contrary, any matter that may be voted on, consented to or approved by theMembers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is or are, as applicable signed by aMember orMembers holding not less than 60% of the issued and outstanding Units.
3.9 Proxies. On any matter that is to be voted on byMembers, aMember may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Every proxy will be revocable in the discretion of theMember executing it unless otherwise provided in such proxy;provided, that such right to revocation will not invalidate or otherwise affect actions taken under such proxy prior to such revocation.
3.10 Telephonic Meeting.Membersof theCompany may participate in any meeting of theMembersby means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matter(s) to be discussed. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
4.1 Fiscal Year. For both accounting and tax reporting purposes, the fiscal year of theCompany shall be the twelve (12) month period ending on December 31 of each year.
4.2 Accountant. An accountant may be selected from time to time by theManager to perform such tax and accounting services as may from time to time be required. It is further agreed to by all parties thatSweet Rock, LLCwill become a client ofInternational Development and Investment Group, Inc. hereinafter known asIDI, for purposes of accounting, financial reporting, and third-party oversight.
4.3 Bank Account. The parties agree that a separate operating account will be established for business operations and managed byIDI.
4.4 Deposits. All cash funds of theCompany shall be deposited from time to time to the credit of theCompanyin theBank Account established for theCompany.
4.5 Checks, Drafts, Etc. All checks, drafts, notes, liabilities incurred by theCompany, or other orders for the payment of money issued in the name of theCompanyshall be signed by theManager or by an officer of theCompany designated for that purpose by theManager.
4.6 Legal Counsel. One or more attorney(s) at law may be selected from time to time by theManagerto review the legal affairs of theCompany and to perform such other services as may be required and to report to theMembers with respect thereto.
| 5. | MEMBERSHIP RECORDS AND TRANSFER OF OWNERSHIP |
5.1 Membership Records. TheManager shall maintain a current record of theMembers, their equity ownership interest in theCompany, their capital accounts, and theirMember percentages.
5.2 Transfer of Ownership. Subject toSection 13.12, noMember may transfer his, her or itsUnits in theCompany at any time unless first offering the interest to the otherMembers in writing pursuant to the terms ofSection 5.3. The transferee shall have no right to participate in the management of the business and affairs of theCompanyor to become aMember without the unanimous written consent of all theMembers. The transferee shall only be entitled to receive the share of the profits or other compensation and the return of contributions, if any, to which thatMember would otherwise be entitled.
5.3 First Right of Refusal. Upon the proposed transfer ofUnits, the remainingMembers shall have the option to purchase the interest of the transferringMember in theCompanyor the interest intended to be transferred by theMember. All such purchases shall be on terms and conditions as follows:
(a) If the sellingMemberand the otherMembers are not able to agree upon the value of the applicable interest, then such interest will be appraised by anAppraiserselected and paid for by the sellingMember. The otherMember(s), within fifteen (15) days after receipt of such appraisal, may object to the appraisal. In such an event, the interest shall be appraised by two (2) newAppraisers, one (1) of whom shall be selected and paid for by theMember wishing to sell or assign his, her or its interest, and one (1) by the remainingMembers of theCompany, however, not usingSweet Rock LLC funds to pay for the appraisal.
(b) The appointedAppraisers will appraise theCompany interest and affix thereto a dollar value. In the event that theAppraisers are unable to arrive at the same appraisal figure, after attempting to do so in good faith, then in that event the average between the two (2) appraisal figures shall be used to arrive at the appraisal value upon which the purchase price is fixed.
(c) Each remainingMembershall have the right to subscribe for such interest in the proportion that his holdings of interest bear to the then total interests owned by all of the remainingMembers. In the event any of the remainingMembers fail to subscribe for all of their proportionate share of such interest, then the remainingMemberswho purchased their full share shall, within ten (10) days thereafter, have the right to purchase proportionately such interest until each remainingMember has the opportunity to purchase all of such interest of the sellingMember.
(d) The appraised sum so determined shall be paid to the sellingMember over a period of time and in such amounts as determined by theMembers by mutual agreement. If no agreement can be reached, then the sale shall be for a term of five (5) years at an interest rate equal to the applicable federal rate in effect at the date of sale.
(e) If the otherMembersdo not elect, within thirty (30) days following the date on which the appraised sum for the interest is determined, to purchase the interest that is proposed to be transferred, then the transferringMember may transfer such interest at any time during the one hundred and twenty (120) day period following the date on which the appraised sum for the interest is determined.
(f) No such transfer by a sellingMember shall of itself effect dissolution of thisCompany. Any such transfer of an interest shall be reflected by a properly amended version of thisAgreement. However, if there is a dissolution of theCompanywhile aMemberis being paid, perSection 5.3(d.), theMembershall be paid in full prior to the distribution of theCompany.
(g) No person who obtains the interest of anyMember in theCompanyshall have the right to become a substituteMemberwithout the unanimous written consent of all of theMembers.
5.4 Prohibition on Hypothecation by Members. NoMember shall mortgage or grant a security interest in his, her, or its interest in theCompany.
| 6. | CAPITAL AND CAPITAL CONTRIBUTIONS |
6.1 Capital of the Company. The capital of theCompany shall be the aggregate amount of the capital contribution made to it by theMembers.
6.2 Original Contribution of Members. On theEffective Date, each theMember shall contribute $500 as initial capital contribution.
6.3 Membership Percentages. EachMember holds the number ofUnits set forth onSchedule A hereto.
6.4 No Additional Capital Contributions. Additional capital contributions will be made only with the unanimous written consent of theMembers.
An individual capital account shall be maintained for eachMember under the rules for maintaining capital accounts as may be prescribed in federal treasury regulations. Unless required to the contrary by regulations, aMember’s capital account shall be his, her, or its original capital contribution, increased by his, her, or its share of (a) income, (b) gain, and (c) tax-exempt income of theCompany, and reduced by his or her share of (d) distributions of money or property, (e) deductions, (f) losses, and (g) otherCompany expenditures.
| 8. | ADMISSION OF NEW MEMBERS |
NewMembers may be admitted to theCompany upon unanimous written consent by all of theMembers.
| 9. | PROFIT AND LOSS ALLOCATIONS |
9.1 Unit Activity. All profits of theCompany will be allocated equally to theMembers, or 50% of the profits to eachMember, as long as there are only twoMembers.If new members are admitted perSection 8, the profits and losses shall be divided per the terms prescribed by the Majority in a 60% vote.
9.2 Losses, Expenditures and Deductions.Any and all losses, expenditures, and deductions shall be allocated equally to theMembers’accounts.
10.1 Available Cash. For the first 12 months of operations of theCompany, theAvailable Cashwill be used to reinvest in theCompany to grow the operations of theCompany, unless otherwise agreed to by written approval of not less than 60% of the issued and outstanding units. After the first 12 months, within thirty (30) days following the first business day of each fiscal quarter of theCompany, theManager will (a) determine the amount, if any, of allAvailable Cash that existed on such first business day, and (b) cause all suchAvailable Cash to be distributed to the holders of theUnits as set forth inSchedule A hereto.
11.1 Books and Records. The books and records of theCompany required by theActshall be kept at the principal office of theCompany. Other books and records shall be kept at such other places, within or without the State of Michigan, as theManagershall from time to time determine.
11.2 Right of Inspection. AnyMember of record shall have the right to examine, at any reasonable time or times, for all purposes, the financial statements, the books and records of account, minutes and records ofMembers and to make copies thereof, with copies at theMember’sexpense. Such inspection may be made by any agent or attorney of theMember.
11.3 Financial Records. All financial records shall be maintained and reported based on generally acceptable accounting practices. All financial records will be maintained by IDI on behalf ofSweet Rock, LLC.
| 12. | DISSOLLUTION AND LIQUIDATION |
12.1 Events of Dissolution. TheCompany will be dissolved, and its affairs wound up only upon the occurrence of any of the following events:
(a) An election to dissolve theCompany made by in writing by the written approval of the holders of not less than 60% of the issued and outstandingUnits;
(b) The sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all the assets of theCompany; or
(c) The entry of a decree of judicial dissolution.
12.2 Effectiveness of Dissolution. Dissolution of theCompany will be effective on the day on which the event described inSection 12.1 occurs, but theCompany will not terminate until the winding up of theCompany has been completed, the assets of theCompany have been distributed as provided inSection 12.3 and theCertificate has been cancelled as provided inSection 12.4.
12.3 Liquidation. If theCompanyis dissolved pursuant toSection 12.1, theCompanywill be liquidated, and its business and affairs wound up in accordance with applicable law and the following provisions:
(a) Liquidator. TheManager will act as liquidator to wind up theCompany(in such capacity, the “Liquidator”). TheLiquidator will have full power and authority to sell, assign, and encumber any or all of theCompany’s assets and to wind up and liquidate the affairs of theCompany in an orderly and business-like manner.
(b) Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator will cause a proper accounting to be made by a recognized and reputable firm of certified public accountants of theCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.
(c) Distribution of Proceeds. TheLiquidator will liquidate the assets of theCompany and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) First, to the payment of all of theCompany’s debts and liabilities to its creditors (includingMembers, if applicable) and the reasonable expenses of liquidation (including sales commissions incident to any sales of assets of theCompany);
(ii) Second, to the establishment of and additions to reserves that are determined by the Liquidator in its reasonable discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of theCompany; and
(iii) Third, to theMembers in the same manner as distributions are made underSection 10.
(d) Discretion of Liquidator. Notwithstanding the provisions ofSection 12.3(c) that require the liquidation of the assets of theCompany, but subject to the order of priorities set forth inSection 12.3(c), if upon dissolution of theCompany theLiquidatordetermines that an immediate sale of part or all of theCompany’s assets would be impractical or could cause undue loss to theMembers, theLiquidator may defer the liquidation of any assets except those necessary to satisfyCompany liabilities and reserves, and may, in its reasonable discretion, distribute to theMembers, in lieu of cash, as tenants in common and in accordance with the provisions ofSection 12.3(c), undivided interests in suchCompanyassets as theLiquidatordeems not suitable for liquidation. Any such distribution in kind will be subject to such conditions relating to the disposition and management of such properties as theLiquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its fair market value.
12.4 Cancellation of Certificate. Upon completion of the distribution of the assets of theCompany as provided inSection 12.3(c), theCompany will be terminated and theLiquidator will cause the cancellation of theCertificate in the State of Michigan and of all qualifications and registrations of theCompany as a foreign limited liability company in jurisdictions other than the State of Michigan and will take such other actions as may be necessary to terminate theCompany.
12.5 Survival of Rights, Duties and Obligations. Dissolution, liquidation, winding up or termination of theCompany for any reason will not release any party from any loss which at the time of such dissolution, liquidation, winding up or termination already had accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up or termination. For the avoidance of doubt, none of the foregoing will replace, diminish or otherwise adversely affect anyMember’sright to indemnification pursuant toSection 13.3.
12.6 Recourse for Claims. EachMember will look solely to the assets of theCompany for all distributions with respect to theCompanyand suchMember’s capital account and will have no recourse therefor (upon dissolution or otherwise) against theManager, theLiquidatoror any otherMember.
13.1 Notice. Whenever notice of any kind is required or permitted under the terms and provisions of theAct, theCertificate, or this Agreement, the same may be deposited with the U.S. Postal Service by registered or certified mail, postage prepaid, to the indicated parties at their address set forth onSchedule A hereto (or at such other address for a party as is specified in a notice given in accordance with thisSection 13.1): or in lieu thereof, by regular first class mail, postage prepaid, private carrier, email transmission, or delivery in person. If properly mailed by registered or certified mail, the date of mailing shall be the effective date of notice. Otherwise, the effective date of notice shall be the date of actual receipt by the party entitled to notice.
13.2 Waiver of Notice. Whenever any notice is required to be given pursuant to the provisions of theAct, theCertificate, or thisAgreement, a waiver thereof, in writing, signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
13.3 Indemnification. To the fullest extent permissible under theAct, theCompany shall indemnify, defend, and hold harmless anyPerson who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of theCompany) by reason of the fact that he or she is or was aMember,Manager, or officer of theCompany, against all losses, liabilities, damages, and expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the indemnified party in connection with such action, suit or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not in itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interest of theCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
13.4 Other Indemnification. TheCompany shall indemnify any employee, agent, attorney, or other person acting on behalf of theCompany under the same terms and conditions as set forth inSection 13.3.
13.5 Indemnification Funding; Insurance. TheCompany shall fund the indemnification obligations provided bySection 13.3 or13.4 in such manner and to such extent as theManager may from time to time deem proper. TheManager may, in its discretion, cause theCompanyto maintain insurance coverage to provide for any expenses of indemnification of theCompanyor for any other reason.
13.6 Gender and Number. Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural thereof.
13.7 Articles and Other Headings. TheArticlesand other headings contained in thisAgreement are for reference purposes only and shall not affect the meaning or interpretation.
13.8 Reimbursement of Officers and Members. TheManager, employees, agents, attorneys, andMembers shall receive reimbursement for expenses reasonably incurred in the performance of their duties.
13.9 Counterparts. ThisAgreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of thisAgreementdelivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of thisAgreement.
13.10 Applicable Law, Jurisdiction and Venue. To the fullest extent permitted by law, all questions concerning the construction, validity, and interpretation of thisAgreementand the performance of the obligations imposed by thisAgreement shall be governed by the internal law, not the conflicts, of the State of Michigan. AllMembershereby specifically waive any and all sovereign immunity regarding the subject matter and enforceability of thisAgreementagainst the respective parties hereto and others, including without limitation, lenders, vendors, managers, members, contractors, attorneys, agents, and representatives; and expressly consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.
13.11 Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of thisAgreementand that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of thisAgreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders without any requirement for a bond or other security (a) restraining and enjoining any act which would constitute a breach, or (b) compelling the performance of any obligation which, if not performed, would constitute a breach.
13.12 Tax Matters Partner. TheMembers hereby appoint theManager to serve as the “tax matters partner” (as such term is defined in Code Section 6231(b)) for theCompany.
13.13 Anticipated Transactions. It is anticipated that the members and manager may have other legal and financial relationships, whether a conflict or not. Representatives of thisCompany, along with representatives of other entities, may from time to time participate in the joint development of contracts and transactions designed to be fair and reasonable to each participant and to afford an aggregate benefit to all participants. Such relationships shall be subject to the provisions ofSection 2.2(d).
ThisAgreement may be altered, amended, restated, or repealed and a newAgreement may be adopted by a unanimous vote of theMembers.
| 15. | CERTAIN DEFINED TERMS.For purposes of this Agreement, the following terms have the following meanings: |
“Act” means theMichigan Limited Liability Company Act, as it may be amended from time to time.
“Affiliate” means, with respect to anyPerson, any otherPerson who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, suchPerson. For purposes of this definition, “control,” when used with respect to any specifiedPerson, means the power, direct or indirect, to direct or cause the direction of the management and policies of suchPerson, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” have correlative meanings.
“Appraiser” means a qualified independent appraiser, accountant, or investment bank who is, or that is, knowledgeable and experienced in valuing entities similar to theCompany.
“Available Cash” as of any date means all cash funds of theCompany on hand as of such date from all sources, reduced by: (a) allCompany Costs and Expenses that are due and payable as of such date or that are expected to become due and payable in the next 90 days; and (b) provision for reasonable working capital reserves, with the amount of such reserves to be reasonably determined by theManager.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Costs and Expenses” mean all of the expenditures made or to be made with respect to the operations, business, and affairs of theCompany.
“Membership Interest” means an interest in theCompany owned by aMember, including suchMember’s right (a) to a distributive share of net income, net losses and other items of income, gain, loss and deduction of theCompany; (b) to a distributive share of the assets of theCompany upon distribution or liquidation; (c) to vote on, consent to or otherwise participate in any decision of theMembers to the extent and subject to the limitations provided in thisAgreement; and (d) to any and all other benefits to which suchMembermay be entitled as provided in thisAgreementor theAct.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Related Party Agreement” means any transaction, agreement, or contract with anyPersonthat is aMember, or anAffiliateof aMember.
“Unit” means a unit representing a fractional part of theMembership Interestsof theMembers and having the privileges, preference, duties, liabilities, obligations and rights specified in thisAgreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed and delivered thisAgreementas of theEffective Date.
The Company:
SWEET ROCK, LLC
By: Rocky Mountain High Brands, Inc.
Its: Managing Manager
By:/s/Michael R. Welch
Name: Michael R. Welch
Title:Chief Executive Officer
The Members:
ROCKY MOUNTAIN HIGH BRANDS, INC.
By:/s/Michael R. Welch
Name: Michael R. Welch
Title: Chief Executive Officer
SWEET ALLY, INC.
By:/s/ Leonard J. Cusenza
Name: Leonard J. Cusenza
Title: President
Schedule A
Member Schedule*
| Member | Voting Units | Equity Units |
| | Number | Percentage | Number | Percentage |
SWEET ALLY, INC. 1778 Holland Drive, Suite B Holt, Michigan 48842 | 49 | 49.00% | 49 | 49.00% |
ROCKY MOUNTAIN HIGH BRANDS, INC 9101 LBJ Freeway, Suite 200 Dallas, TX 75243 | 51 | 51.00% | 51 | 51.00% |
| Total: | 100 | 100.00% | 100 | 100.00% |
