Rocky Brands, Inc. Sample Contracts

AGREEMENT
Lease Agreement • August 14th, 1998 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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WITNESSETH:
Loan and Security Agreement • August 13th, 2002 • Rocky Shoes & Boots Inc • Footwear, (no rubber)
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1 Exhibit 4.1 RIGHTS AGREEMENT DATED AS OF NOVEMBER 5, 1997 BY AND BETWEEN ROCKY SHOES & BOOTS, INC.
Rights Agreement • November 13th, 1997 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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BETWEEN
Lease Agreement • March 16th, 2005 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Puerto Rico
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BY AND AMONG
Asset Purchase Agreement • April 30th, 2003 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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BY AND AMONG
Note Purchase Agreement • January 12th, 2005 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Maryland
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AMENDMENT NO. 2 TO
Loan and Security Agreement • November 1st, 2005 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • New York
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EXECUTION VERSION LOAN AND SECURITY AGREEMENT DATED AS OF JANUARY 6, 2005
Loan and Security Agreement • January 12th, 2005 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • New York
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W I T N E S S E T H
Rights Agreement • December 9th, 2004 • Rocky Shoes & Boots Inc • Footwear, (no rubber)
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AMENDMENT NO. 1 TO
Loan and Security Agreement • January 21st, 2005 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • New York
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1 EXHIBIT 1.1 ROCKY SHOES & BOOTS, INC. 1,700,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Rocky Shoes & Boots Inc • September 19th, 1997 • Footwear, (no rubber) • Tennessee
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PROVISIONS ----------
Loan Modification Agreement • August 14th, 2000 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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RECITALS
Loan and Security Agreement • March 28th, 2002 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Michigan
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1 Exhibit 10.49 ROCKY SHOES & BOOTS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 27th day of April, 1999, (the "Agreement") between Rocky Shoes & Boots, Inc., an Ohio corporation ("Rocky Shoes"), and John E. Friday (the "Employee").
Employment Agreement • March 30th, 2000 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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PROVISIONS
Revolving Credit Loan Agreement • August 14th, 1998 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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1 Exhibit 10.23 FOURTH AMENDMENT TO PROMISSORY NOTE THIS FOURTH AMENDMENT TO PROMISSORY NOTE (the "Amendment") is made and entered into as of January 28, 1997, by and among Bank One, Columbus, NA, a national banking association, with its principal...
Rocky Shoes & Boots Inc • March 31st, 1997 • Footwear, (no rubber) • Ohio
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RECITALS --------
Loan and Security Agreement • April 2nd, 2001 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Michigan
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RECITALS --------
Loan and Security Agreement • April 2nd, 2001 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Michigan
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ROCKY BRANDS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2023 • Rocky Brands, Inc. • Footwear, (no rubber) • Ohio

This Agreement is made effective as of the 13th day of March, 2023 by and between SARAH O’CONNOR and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

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1 Exhibit 10.18 CONTINUING SECURITY AGREEMENT
Continuing Security Agreement • March 31st, 1997 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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TERMINATION OF BUY AND SELL AGREEMENT
Buy and Sell Agreement • November 16th, 1998 • Rocky Shoes & Boots Inc • Footwear, (no rubber)
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ROCKY SHOES & BOOTS, INC. RESTRICTED STOCK AGREEMENT [RELATING TO SHARES GRANTED TO NON-EMPLOYEE DIRECTORS AS A RETAINER] UNDER THE 2004 STOCK INCENTIVE PLAN
Rocky Shoes & Boots Inc • January 7th, 2005 • Footwear, (no rubber) • Ohio
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1,800,000 Shares ROCKY BRANDS, INC. COMMON STOCK (WITHOUT PAR VALUE) UNDERWRITING AGREEMENT
Underwriting Agreement • May 11th, 2010 • Rocky Brands, Inc. • Footwear, (no rubber) • New York

Rocky Brands, Inc., an Ohio corporation (the “Company”), proposes to issue and sell to Robert W. Baird & Co. Incorporated (“Baird”) and D.A. Davidson & Co. (“D.A. Davidson” and, collectively with Baird, the “Underwriters”) 1,800,000 shares of common stock, (without par value) of the Company (the “Firm Shares”).

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ABL LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2021 • Rocky Brands, Inc. • Footwear, (no rubber) • New York

THIS ABL LOAN AND SECURITY AGREEMENT is dated as of March 15, 2021, among ROCKY BRANDS, INC., an Ohio corporation (“Parent”), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (“Lifestyle”), ROCKY BRANDS US, LLC, a Delaware limited liability company (“Rocky US”), LEHIGH OUTFITTERS, LLC, a Delaware limited liability company (“Lehigh”), ROCKY OUTDOOR GEAR STORE, LLC, an Ohio limited liability company (“Rocky Outdoor”), US FOOTWEAR HOLDINGS LLC, a Delaware limited liability company (“US Footwear”; Parent, Lifestyle, Rocky US, Lehigh, Rocky Outdoor and, after giving effect to the US Footwear Acquisition, US Footwear, each, a “Borrower” and together, the “Borrowers”) the other Subsidiaries of Parent party to this Agreement from time to time as Obligors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).

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RECITALS --------
Loan and Security Agreement • March 28th, 2002 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Michigan
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EXHIBIT 10.7 REVOLVING CREDIT LOAN AGREEMENT
Revolving Credit Loan Agreement • March 31st, 1997 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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TERM LOAN AGREEMENT AND FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
Credit Loan Agreement • September 11th, 1997 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Ohio
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ROCKY BRANDS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2014 • Rocky Brands, Inc. • Footwear, (no rubber) • Ohio

This Agreement is made effective as of the 2nd day of January, 2014 by and between RICHARD SIMMS and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.

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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 1st, 2023 • Rocky Brands, Inc. • Footwear, (no rubber) • New York

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is dated as of March 15, 2021, among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware limited liability company ("Lehigh"), ROCKY OUTDOOR GEAR STORE, LLC, an Ohio limited liability company ("Rocky Outdoor"), US FOOTWEAR HOLDINGS LLC, a Delaware limited liability company ("US Footwear"; Parent, Lifestyle, Rocky US, Lehigh, Rocky Outdoor and, after giving effect to the US Footwear Acquisition, US Footwear, each, a "Borrower" and together, the "Borrowers") the other Subsidiaries of Parent party to this Agreement from time to time as Obligors, the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and TCW ASSET MANAGEMENT COMPANY LLC, as agent for the Lenders (in such capacity, "Agent").

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Due: May 31, 2003 $25,200,000 No._________________ Date: May 29, 1998 Promise to Pay: On or before May 31, 2003 (or such later date as may be provided in the Loan Agreement (defined below)), for value received, the undersigned, Rocky Shoes & Boots,...
Rocky Shoes & Boots Inc • August 14th, 1998 • Footwear, (no rubber)
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RECITALS
Loan and Security Agreement • November 14th, 2002 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • Michigan
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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 3rd, 2022 • Rocky Brands, Inc. • Footwear, (no rubber) • New York

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is dated as of March 15, 2021, among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware limited liability company ("Lehigh"), ROCKY OUTDOOR GEAR STORE, LLC, an Ohio limited liability company ("Rocky Outdoor"), US FOOTWEAR HOLDINGS LLC, a Delaware limited liability company ("US Footwear"; Parent, Lifestyle, Rocky US, Lehigh, Rocky Outdoor and, after giving effect to the US Footwear Acquisition, US Footwear, each, a "Borrower" and together, the "Borrowers") the other Subsidiaries of Parent party to this Agreement from time to time as Obligors, the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and TCW ASSET MANAGEMENT COMPANY LLC, as agent for the Lenders (in such capacity, "Agent").

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Rocky Brands, Inc. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 27th, 2015 • Rocky Brands, Inc. • Footwear, (no rubber) • Ohio

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Rocky Brands, Inc., an Ohio corporation (the “Company”) and _______________ (the “Grantee”).

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AMENDED AND RESTATED RIGHTS AGREEMENT dated as of June 7, 2012 by and between ROCKY BRANDS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
Rights Agreement • June 12th, 2012 • Rocky Brands, Inc. • Footwear, (no rubber) • Illinois

This Amended and Restated Rights Agreement (“Agreement”) is made and entered into as of June 7, 2012, by and between Rocky Brands, Inc., an Ohio corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 25th, 2010 • Rocky Brands, Inc. • Footwear, (no rubber) • New York

THIS AMENDMENT NO. 3 (this “Amendment No. 3”) is entered into as of May 19, 2010, by and among ROCKY BRANDS, INC., a corporation organized and existing under the laws of the State of Ohio (“Parent”), LIFESTYLE FOOTWEAR, INC., a corporation organized and existing under the laws of the State of Delaware, ROCKY BRANDS WHOLESALE LLC, a limited liability company organized and existing under the laws of the State of Delaware, LEHIGH OUTFITTERS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (and formerly known as Rocky Brands Retail LLC), ROCKY BRANDS INTERNATIONAL, LLC, a limited liability company organized and existing under the laws of the State of Ohio (the foregoing entities, jointly and severally, as the context requires, “Borrower” or “Borrowers”), the financial institution(s) listed on the signature pages hereof and their respective successors and Eligible Assignees (each individually a “Lender” and collectively, “Lenders”), GMAC COMME

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