References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any
particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
PROMISE TO PAY. Rocky Mountain Chocolate Factory, Inc. (“Borrower”) promises to pay to
Wells Fargo Bank, National Association (“Lender”), or order, in lawful money of the United States
of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00) or so much as
may be outstanding, together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on July 28, 2010. In addition, Borrower will pay regular monthly payments of all
accrued unpaid interest due as of each payment date, beginning August 28, 2009, with all subsequent
interest payments to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid interest; then to
principal; and then to any late charges. Borrower will pay Lender at Lender’s address shown above
or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based
on changes in an index which is the floating rate equal to the Prime Rate set from time to time by Lender that
serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto
(the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender
in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a
substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon