ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
LOCK-UP AGREEMENT
August 24, 1995
Xxxxx Xxxxxxx Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that you (the "Underwriter") propose to
enter into a Purchase Agreement with Rocky Mountain Chocolate Factory,
Inc. (the "Company") providing for the public offering (the "Public Offering")
by you of the Company's common stock, $.03 par value (the "Common Stock")
pursuant to the Company's Registration Statement on Form S-1 to be
filed with the Securities and Exchange Commission.
In consideration of your agreement to purchase and make the
Public Offering of the Common Stock, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned
hereby agrees, for a period of 180 days after commencement of the Public
Offering, not to, without the prior written consent of Xxxxx Xxxxxxx
Inc., offer for sale, sell, contract to sell, grant any option for the
sale of or otherwise dispose of any Common Stock or any securities
convertible into or exchangeable for, or any options or rights to
purchase or acquire, Common Stock (collectively, "Securities").
Furthermore, the undersigned hereby agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent
against the transfer of Securities held by the undersigned except in
compliance with this Lock-Up Agreement.
ROCKY MOUNTAIN HOLDINGS COMPANY
By /S/ XXXXX XX. XXXXX
Its CHAIRMAN
CORONET INSURANCE COMPANY COMPANY
By /S/ XXXXX XX. XXXXX
Its CHAIRMAN
Accepted as of the date
first set forth above:
XXXXX XXXXXXX INC.
By:
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