ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Delaware corporation and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent RIGHTS AGREEMENT Dated as of March 1, 2015Rights Agreement • March 2nd, 2015 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 22nd, 2015 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 10th, 2014 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2014, is among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (the “Company”), Rocky Mountain Chocolate Factory, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“HoldingCo”), and RKB Merger Corp., a Colorado corporation and a direct, wholly-owned subsidiary of HoldingCo (“MergerCo”).
LOAN AGREEMENT (Unsecured) (Paycheck Protection Program)Loan Agreement • April 16th, 2020 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
CREDIT AGREEMENTCredit Agreement • October 6th, 2022 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
THIS CREDIT AGREEMENT (this "Agreement") dated October 13, 2021, is by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). This Agreement amends, restates and supersedes in its entirety, and is given as a replacement for, and not in satisfaction of or as a novation with respect to, that certain Credit Agreement dated October 30, 2015 by and between Borrower and Bank, as such may have been amended from time to time prior to the date hereof.
COOPERATION AGREEMENTCooperation Agreement • December 5th, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
This Cooperation Agreement (this “Agreement”), dated December 3, 2019 (the “Effective Date”), is between AB Value Management LLC (“AB Value”) and Rocky Mountain Chocolate Factory, Inc. (the “Company”).
COOPERATION AGREEMENTCooperation Agreement • August 16th, 2021 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
This Cooperation Agreement (this “Agreement”), dated August 12, 2021 (the “Effective Date”), is between Global Value Investment Corp. (“GVIC”) and Rocky Mountain Chocolate Factory, Inc. (the “Company”).
SECURED PROMISSORY NOTERocky Mountain Chocolate Factory, Inc. • May 4th, 2023 • Sugar & confectionery products
THIS SECURED PROMISSORY NOTE IS SUBJECT TO A RIGHT OF OFFSET DESCRIBED WITHIN THAT CERTAIN ASSET PURCHASE AGREEMENT OF EVEN DATE HEREWITH BETWEEN MAKER AND HOLDER AND THE AMOUNT(S) PAYABLE HEREUNDER IS SUBJECT TO SUCH OFFSET RIGHT.
SECOND RESTATED EMPLOYMENT AGREEMENTConsulting Agreement • May 29th, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
This Second Restated Employment Agreement (“Agreement”), dated as of February 26, 2019 is between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (“Employer”), and Bryan J. Merryman (“Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 4th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
RETIREMENT SEPARATION AND GENERAL RELEASE AGREEMENTRetirement Separation and General Release Agreement • May 29th, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
This RETIREMENT SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”), effective as of the latest date of the Parties’ (as defined below) signatures below (the “Effective Date”), is by and between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”), and Franklin E. Crail (“Employee”) (each a “Party” and collectively the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), made effective as of the 8th day of March, 2023, by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Delaware corporation (the “Corporation”), and Starlette B. Johnson (“Director”).
ROCKY MOUNTAIN CHOCOLATE FACTORY EXCLUSIVE SUPPLIER OPERATING AGREEMENTExclusive Supplier Operating Agreement • December 23rd, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
This EXCLUSIVE SUPPLIER OPERATING AGREEMENT (this “Agreement”) is made and entered into on this 20th day of December, 2019 (the “Effective Date”) by and between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (“RMCF”) and Edible Arrangements, LLC, a Delaware limited liability company (“EA”). RMCF and EA may be referred to herein individually as a “Party” or collectively as the “Parties”. In consideration of the mutual covenants exchanged herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2022 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated September 26, 2022, is entered into by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • January 13th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
This Separation Agreement and General Release (hereinafter “Agreement”) is hereby entered into effective as of September 30, 2022 between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. (hereinafter “the Company”) and EDWARD L. DUDLEY (hereinafter “Mr. Dudley”), who are collectively referred to herein as the “Parties.” As set forth in more detail below, by signing this Agreement, Mr. Dudley understands that he, among other things, is giving up claims (both known and unknown) he might have against the Company, is releasing the Company from all liability, and is agreeing not to file a lawsuit of any kind against the Company. In consideration of the mutual promises contained herein, and other good and valuable consideration as hereinafter recited, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated September 20, 2023, is entered into by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • May 8th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
This Retirement Agreement and General Release (hereinafter “Agreement”) is hereby entered into effective as of May 3, 2023 by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. (hereinafter “the Company”) and GREGORY L. POPE (hereinafter “Mr. Pope”), who are collectively referred to herein as the “Parties.” As set forth in more detail below, by signing this Agreement, Mr. Pope understands that he, among other things, is giving up claims (both known and unknown) he might have against the Company, is releasing the Company from all liability, and is agreeing not to file a lawsuit of any kind against the Company. In consideration of the mutual promises contained herein, and other good and valuable consideration as hereinafter recited, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
November 8, 2021Second Restated Employment Agreement • November 9th, 2021 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Colorado
This letter (this “Amendment”) is effective as of November 3, 2021 (the “Effective Date”) and serves to amend that certain Second Restated Employment Agreement, dated as of February 26, 2019, between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”), and you, which is attached hereto as Exhibit A (the “Employment Agreement”). Except as specifically modified by this Amendment, all other terms and conditions of the Employment Agreement will continue in full force and effect, unmodified in any way. In the event of any inconsistency or conflict between the provisions of the Employment Agreement and this Amendment, the provisions of this Amendment will prevail and govern.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 23rd, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • New York
March 16, 2020 Via Email Edible Arrangement, LLC Atlanta, GA 30328 USA Attention: Tariq Farid Re: ECommerce Licensing Agreement and Exclusive Supplier Operating Agreement Ladies and Gentlemen:Letter Agreement • March 23rd, 2020 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
This letter agreement (“Letter Agreement”), dated March 16, 2020, makes reference to that certain (i) Exclusive Supplier Operating Agreement, dated as of December 20, 2019 (“Supply Agreement”), by and between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (“RMCF”) and Edible Arrangements, LLC, a Delaware limited liability company. (“EA”); and (ii) that certain Ecommerce Licensing Agreement, dated as of the date hereof (“License Agreement”), by and between RMCF and EA. Capitalized terms used herein, but not otherwise defined, will have the meanings given to them in the License Agreement.
PLEDGE AGREEMENTPledge Agreement • May 4th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of May 1, 2023, is made and entered into by and between U-Swirl International, Inc., a Nevada corporation (the “Pledgee”), Bob Partners X, LLC, a Delaware limited liability company (the “Pledgor 1”), and Kishan Patel, Nimesh Dahya, Nealesh Dahya, Sanjay Patel, Ravi Patel and Mina Yu (collectively “Pledgor 2”), and U Swirl, LLC, a Delaware limited liability company (“Buyer” and, together with Pledgor 1 and Pledgor 2, collectively, the “Pledgors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 23rd, 2019 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
This Amendment (the “Amendment”) to Rights Agreement is entered into as of December 20, 2019, by and between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement dated as of March 1, 2015, by and between the Company and the Rights Agent (the “Rights Agreement”).
ROCKY MOUNTAIN CHOCOLATE FACTORY ECOMMERCE LICENSING AGREEMENTEcommerce Licensing Agreement • March 23rd, 2020 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products • Delaware
This ECOMMERCE LICENSING AGREEMENT (this “Agreement”) is made and entered into on this 16th day of March 2020 (the “Effective Date”) by and between Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (“RMCF”), and Edible Arrangements, LLC, a Delaware limited liability company (“EA”). RMCF and EA may be referred to herein individually as a “Party” or collectively as the “Parties”.
SECURITY AGREEMENTSecurity Agreement • May 4th, 2023 • Rocky Mountain Chocolate Factory, Inc. • Sugar & confectionery products
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 1, 2023 (the “Effective Date”), is made by and among U-SWIRL INTERNATIONAL, INC., a Nevada corporation (“Creditor”), BOB PARTNERS X, LLC, a Delaware limited liability company (“Partners”), U SWIRL, LLC, a Delaware limited liability company (“U-Swirl”), U SWIRL FRANCHISING LLC, a Delaware limited liability company (“Franchising”), and U SWIRL GIFT CARD LLC, an Arizona limited liability company (“Gift Card” and, together with Franchising, U-Swirl and Partners, “Debtors”). Creditor and Debtors are referred to herein individually as a “Party” and collectively, “Parties”.
