Material Agreement Form 8 K

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by Rocky Mountain Chocolate Factory, Inc. (the "Company") on May 4, 2023 (the "Prior 8-K"), on May 1, 2023, the Company was issued a three-year secured promissory note in the original principal amount of $1.0 million (the "Promissory Note") secured by the security agreement (the "Security Agreement") and the pledge agreement (the "Pledge Agreement"), each dated as of the same date as the Promissory Note. The descriptions of the Promissory Note, the Security Agreement, and the Pledge Agreement are qualified in their entirety by reference to the Prior 8-K.

On July 26, 2024, the Company and Isaac Lee Collins, LLC (the "Purchaser") entered into a Promissory Note and Security Assignment and Assumption Agreement (the "Agreement"). Pursuant to the terms of the Agreement, the Company irrevocably assigned and transferred to the Purchaser all of its right, title, and interest in and to the Promissory Note, the Security Agreement, and the Pledge Agreement, and the Purchaser agreed to assume the same in consideration of $666,666.66. As of July 19, 2024, the outstanding principal balance of the Promissory Note was $916,666.66, and the outstanding unpaid interest was $50,000.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.