1 EXHIBIT 99.2 FORM OF EMPLOYMENT AGREEMENT This Restated Employment Agreement ("Agreement"), dated as of __________, 1999 is between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation ("Employer"), and ______________ ("Employee"). R E C I...Consulting Agreement • May 21st, 1999 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
Form 5500-C/R Department of the Treasury Internal Revenue Service ----------------- Department of Labor Pension and Welfare Benefits Administration ----------------- Pension Benefit Guaranty Corporation...Rocky Mountain Chocolate Factory Inc • August 28th, 1997 • Sugar & confectionery products
RECITALS:Asset Purchase Agreement • June 12th, 1998 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
RECITALCredit Agreement • October 5th, 2001 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
Exhibit 10.1 ROCKY MOUNTAIN CHOCOLATE FACTORY FRANCHISE AGREEMENT Franchisee:________________________ Date:______________________________ Franchised Location:_______________ ___________________________________ ROCKY MOUNTAIN CHOCOLATE FACTORY, INC....Franchise Agreement • July 14th, 2004 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
and AMERICAN SECURITIES TRANSFER & TRUST, INC. Rights AgentAgreement • May 28th, 1999 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
1 EXHIBIT 4.2 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • October 5th, 2001 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 29th, 2014 • 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”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 14th, 2013 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Nevada
THIS INVESTOR RIGHTS AGREEMENT is made as of the 14th day of January, 2013, by and between U-Swirl, Inc., a Nevada corporation (the “Company”), and Aspen Leaf Yogurt, LLC, a Colorado limited liability company (the “Investor”).
FOURTH AMENDMENT TO TERM LOAN AND CREDIT AGREEMENT THIS FOURTH AMENDMENT OF TERM LOAN AND CREDIT AGREEMENT (the "Fourth Amendment") is entered into this 23rd day of December, 1997, by and between Norwest Bank Colorado, National Association (the...Term Loan and Credit Agreement • June 12th, 1998 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
Wells Fargo Bank West, N.A. Fourth Amendment to Credit Agreement This Fourth Amendment to Credit Agreement (this "Agreement") is entered into as of October 31, 2003, by and between Rocky Mountain Chocolate Factory, Inc. ("Borrower"), and Wells Fargo...Credit Agreement • January 14th, 2004 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
ROCKY MOUNTAIN CHOCOLATE FACTORY FRANCHISE AGREEMENTFranchise Agreement • July 9th, 2009 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
THIS AGREEMENT (the “Agreement”) is made this ___day of , 20___, by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation, located at 265 Turner Drive, Durango, Colorado 81303 (the “Franchisor”) and , located at (the “Franchisee”), who, on the basis of the following understandings and agreements, agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 22nd, 2014 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Nevada
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of January 17, 2014, by and among U-Swirl, Inc., a Nevada corporation (“Buyer”), Yogli Mogli Franchise LLC, a Georgia limited liability company (“YMF”), Yogli Mogli LLC, a Georgia limited liability company (“YM”), Yogli Mogli Newnan LLC, a Georgia limited liability company (“YMN”), Yogli Mogli Enterprises LLC, a Georgia limited liability company (“YME”), and Yogli Mogli Wheaton, LLC, an Illinois limited liability company (“YMW” and together with YMF, YM, YMN, and YME, “Sellers”).
LOAN AND SECURITY AGREEMENT Dated as of January 16, 2014 by and between U-SWIRL, INC. and ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.Loan and Security Agreement • January 22nd, 2014 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 16, 2014, by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation (“Lender”), and U-SWIRL, INC., a Nevada corporation (“Borrower”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • January 22nd, 2014 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
Principal Loan Date Maturity Loan No Call / Coll Account Officer InitialsBusiness Loan Agreement • October 15th, 2013 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 14th, 2013 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of January 14, 2013, by and between U-Swirl, Inc., a Nevada corporation (“Buyer”) and Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (“Seller”).
THIRD AMENDMENT TO TERM LOAN AND CREDIT AGREEMENTTerm Loan and Credit Agreement • May 29th, 1997 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • October 14th, 2010 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
THIS COMMERCIAL SECURITY AGREEMENT dated July 31, 2010, is made and executed between Rocky Mountain Chocolate Factory, Inc. (“Grantor”) and Wells Fargo Bank, National Association (“Lender”).
ROCKY MOUNTAIN CHOCOLATE FACTORY FRANCHISE AGREEMENTFranchise Agreement • July 12th, 2005 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 14th, 2010 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
THIS BUSINESS LOAN AGREEMENT dated July 31, 2010, is made and executed between Rocky Mountain Chocolate Factory, Inc. (“Borrower”) and Wells Fargo Bank, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
GUITTARD® FIRM CONTRACT G460, G461 Since 1868 October 14, 2008Rocky Mountain Chocolate Factory Inc • May 26th, 2009 • Sugar & confectionery products
At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.
Indicates confidential material that has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been separately filed with the Securities and Exchange Commission.Master License Agreement • July 13th, 2012 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
THIS AGREEMENT (the “Agreement”) is made this 27th day of April 2012, by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation, with its principal place of business located at 265 Turner Drive, Durango, Colorado 81303, USA (the “Licensor”) and RMCF Asia, Ltd., a Hong Kong corporation with its principal place of business located at RMCF Japan Co., Ltd., 1/F Nihon Jitensha Kaikan 1, 1-9-15 Akasaka, Minato-ku, Tokyo, 107-0052, Japan (the “Master Licensee”) who, on the basis of the mutual covenants, promises and agreements contained herein, agree as follows:
GUITTARD® FIRM CONTRACT F 113 through F 117 Since 1868 February 3, 2005Rocky Mountain Chocolate Factory Inc • May 18th, 2005 • Sugar & confectionery products
At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.
KAHALA FRANCHISE CORP. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. MASTER LICENSE AGREEMENTLicense Agreement • October 13th, 2009 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Arizona
WHEREAS, RMCF franchises gourmet chocolate and confections stores and manufactures an extensive line of premium chocolates and other confectionery products under the Rocky Mountain Chocolate Factory E: name and associated trademarks and service marks; and
Exhibit 10.13 EXHIBIT 10.13Indemnification Agreement • June 12th, 1998 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
GUITTARD® FIRM CONTRACT G971 Since 1868 JAN 19, 2010Rocky Mountain Chocolate Factory Inc • July 15th, 2010 • Sugar & confectionery products
At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.
GUITTARD® FIRM CONTRACT E 772 Since 1868 MARCH 4, 2004Rocky Mountain Chocolate Factory Inc • November 5th, 2004 • Sugar & confectionery products
At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.
GUITTARD(R) FIRM CONTRACT E 772Rocky Mountain Chocolate Factory Inc • May 25th, 2004 • Sugar & confectionery products
CUSTOMER COPY GUITTARD CHOCOLATE COMPANY MANUFACTURERS OF CHOCOLATE AND COCOA PRODUCTS o 10 GUITTARD ROAD, BURLINGAME, CA 94010-2203 P.O. BOX 4308 o BURLINGAME, CA 94011-4308 (650) 697-4427 o (800) 4682462 o FAX (650) 692-2761 o www.guittard.com
ASSET PURCHASE AGREEMENTAssumption Agreement • January 22nd, 2014 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of January 17, 2014, by and among U-Swirl, Inc., a Nevada corporation (“Buyer”), CherryBerry Enterprises LLC, an Oklahoma limited liability company, CherryBerry Corporate LLC, an Oklahoma limited liability company, and CherryBerry, LLC, an Oklahoma limited liability company (CherryBerry Enterprises LLC, CherryBerry Corporate LLC and CherryBerry LLC are collectively referred to as “CherryBerry” or the “Sellers”), solely for purposes of Section 3.6, Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (“RMCF”) and, and solely for purposes of Article 8, Dallas Jones and Robyn Jones (the “Members”).
FORM OF EMPLOYMENT AGREEMENTConsulting Agreement • May 14th, 2007 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Colorado
This Restated Employment Agreement (“Agreement”), dated as of , 1999 is between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (“Employer”), and (“Employee”).
EXHIBIT (B)(1) March 20, 2000 Mr. Bryan Merryman Chief Operating Officer Rocky Mountain Chocolate Factory 265 Turner Dr. Durango, CO 81301 Dear Bryan: Norwest Bank Colorado, N.A. (the "Bank") hereby commits to the following loan arrangement with Rocky...Rocky Mountain Chocolate Factory Inc • March 21st, 2000 • Sugar & confectionery products
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 5th, 2005 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products
THIS BUSINESS LOAN AGREEMENT dated July 31, 2005, is made and executed between Rocky Mountain Chocolate Factory, Inc. (“Borrower”) and Wells Fargo Bank, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
TEST LICENSE AGREEMENTTest License Agreement • May 26th, 2009 • Rocky Mountain Chocolate Factory Inc • Sugar & confectionery products • Arizona
THIS TEST LICENSE AGREEMENT (“Test Agreement”) between Cold Stone Creamery, Inc. (“CSC”) and Rocky Mountain Chocolate Factory, Inc. (“RMCF”) is made and entered into this 16 day of April, 2009 (the “Effective Date”), by and between RMCF and CSC pursuant to the recitals and terms herein. CSC and RMCF shall be collectively referred to as the “Parties.”
