Specimen Common Stock Certificate

EXHIBIT 4.1

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

     The Corporation will furnish without charge to each stockholder who so requests the Corporation’s Articles of Incorporation, as amended, and the Statement of Resolution Establishing Series of Shares of $1.00 Cumulative Convertible Preferred Stock, which set forth the designations and amounts, and the voting powers, preferences and rights, and the qualifications, limitations and restrictions thereof, in respect of each class of stock and series thereof. Such request may be made to the Corporation or the Transfer Agent.

     Keep this certificate in a safe place. If it is lost, stolen or destroyed the Corporation may require a bond of indemnity as a condition to the issuance of a replacement certificate.

     This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement dated as of May 18, 1999, as it may be amended from time to time (the “Rights Agreement”), between Rocky Mountain Chocolate Factory, Inc. and American Securities Transfer & Trust, Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Rocky Mountain Chocolate Factory, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Rocky Mountain Chocolate Factory, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or its Affiliates or Associates (as such terms are defined in the Rights Agreement) and by any subsequent holder of such Rights are null and void and nontransferable.

     The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

		TEN COM		-as tenants in common		UNIF GIFT MIN ACT-                      Custodian
		TEN ENT		-as tenants by the entireties		(Cust)		(Minor)
		JT TEN		-as joint tenants with right of		under Uniform Gifts to Minors
				survivorship and not as tenants		Act
				in common		(State)

Additional abbreviations may also be used though not in the above list.

 

For Value Received,                                                                                        hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE. OF ASSIGNEE)

                                                                                                                                                                                                                     Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                                      attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated                                                                   

		NOTICE:		the signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever

Signature(s) Guaranteed: