POWER OF ATTORNEY
I, Elisabeth B. Charles, hereby authorize and designate each of Tracy
Wojcik, Jeremy Kinney and Ned Prusse, signing singly, as
my true and lawful attorney-in-fact to:
(1) execute for and on my behalf, in my capacity as an officer
and/or director of Rocky Mountain Chocolate Factory, Inc. and its affiliates
(the "Company"), the Form ID and Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on my behalf which
may be necessary or desirable to complete and execute any such Form ID or
Form 3, 4 or 5 and timely file such form with the Securities and Exchange
Commission, any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
to my benefit, in my best interest, or legally required of me, it being
understood that the statements executed by such attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
I hereby further grant to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
I might or could do if personally present, with full power of substitutes
or revocation, hereby ratifying and confirming all that such attorney-in
fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. I hereby acknowledge that the
foregoing attorneys-in-fact, in serving in such capacity at my request,
are not assuming, nor is the Company assuming, any of my responsibilities
to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
I am no longer required to file the Form ID or Forms 3, 4 and 5 with
respect to my holdings of and transactions in securities issued by the
Company, unless earlier revoked by me in a signed writing delivered to
the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly
executed as of this 15th day of October, 2021.
/s/ Elisabeth B. Charles
Elisabeth B. Charles
