RMHB Rocky Mountain High Brands Inc (PK)

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On February 27, 2020, our Board of Directors approved the designation of a new class of Series H Preferred Stock consisting of 5,000 shares, stated value $1,000 per share. Holder of Series H Preferred Stock are entitled to receive dividends at the rate of 14% of the stated value to be paid quarterly in arrears. Dividends may be paid, at our option, in the form of cash or common stock valued at the conversion price for Series H Preferred Stock. All shares of Series H Preferred Stock are convertible at the option of the holder to shares of common stock at a price equal to 120% of the volume weighted average price for our common stock during the 5 trading days preceding the conversion date. All conversions are limited such that no holder of Series H Preferred Stock may effect conversion that would result in the holder owning more than 4.99% of our common stock.

At any time following one (1) year from issuance, all shares of Series H Preferred Stock may, at our option, be redeemed by the payment of: (i) cash, (ii) common stock valued at the conversion price then in effect, or (iii) a combination thereof. At two (2) years following the issue date, all shares of Series H Preferred Stock then outstanding will automatically convert to shares of our common stock at the conversion price then in effect.

Shares of Series H Preferred Stock are entitled to vote on an as-if-converted basis on all matters submitted to a vote of our shareholders. With respect to rights upon liquidation, winding up, or dissolution, shares of Series H Preferred Stock rank junior to our Series F Convertible Preferred Stock and senior to our common stock and any other previously issued classes of preferred stock.