Exhibit 4.1







 


 


 


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


 


 



    	 



    	 	



    



 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	 	 	 
	Section 2.	Appointment of Rights Agent	7
	 	 	 
	Section 3.	Issuance of Right Certificates	7
	 	 	 
	Section 4.	Form of Right Certificates	9
	 	 	 
	Section 5.	Countersignature and Registration	9
	 	 	 
	Section 6.	Transfer, Split Up, Combination and Exchange of Rights	 
	 	Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	10
	 	 	 
	Section 7.	Exercise of Rights	11
	 	 	 
	Section 8.	Cancellation and Destruction of Right Certificates	12
	 	 	 
	Section 9.	Reservation and Availability of Capital Stock	13
	 	 	 
	Section 10	Securities Record Date	13
	 	 	 
	Section 11.	Adjustment of Exercise Price, Number of Shares Issuable	 
	 	Upon Exercise of Rights or Number of Rights	14
	 	 	 
	Section 12.	Certificate of Adjusted Exercise Price or Number of Shares	 
	 	Issuable Upon Exercise of Rights	19
	 	 	 
	Section 13.	Consolidation, Merger, or Sale or Transfer of	 
	 	Assets or Earning Power	19
	 	 	 
	Section 14.	Fractional Rights and Fractional Shares	21
	 	 	 
	Section 15.	Rights of Action	22
	 	 	 
	Section 16.	Agreement of Right Holders	23
	 	 	 
	Section 17.	Right Holder and Right Certificate Holder	 
	 	Not Deemed a Shareholder	23
	 	 	 
	Section 18.	Concerning the Rights Agent	23



 






    	 



    	 	



    



 


	 	 	 
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent	24
	 	 	 
	Section 20.	Duties of Rights Agent	24
	 	 	 
	Section 21.	Change of Rights Agent	26
	 	 	 
	Section 22.	Issuance of New Right Certificates	27
	 	 	 
	Section 23.	Redemption of Rights	27
	 	 	 
	Section 24.	Exchange of Rights	28
	 	 	 
	Section 25.	Notice of Certain Events	29
	 	 	 
	Section 26.	Notices	29
	 	 	 
	Section 27.	Supplements and Amendments	30
	 	 	 
	Section 28	Certain Covenants	31
	 	 	 
	Section 29.	Successors	31
	 	 	 
	Section 30.	Benefits of this Agreement	31
	 	 	 
	Section 31.	Severability	32
	 	 	 
	Section 32.	Governing Law	32
	 	 	 
	Section 33.	Counterparts	32
	 	 	 
	Section 34.	Descriptive Headings	32
	 	 	 
	Section 35.	Force Majeure	32







 






    	 



    	 	



    



TABLE OF EXHIBITS


 


 


 


		Exhibit A	Section (E) of Article FOURTH of the Second Amended and
Restated Articles of Incorporation



 


		Exhibit B	Form of Right Certificate



 


 






    	 



    	 	



    



AMENDED AND RESTATED


RIGHTS AGREEMENT


 


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”).


 


WHEREAS, in June 2009
the Board of Directors of the Company authorized and declared a dividend of one preferred stock purchase right (a “Right”)
for each Common Share (as hereinafter defined) of the Company, which dividend was payable on June 22, 2009 (the “Record Date”),
to the holders of record of Common Shares as of the Close of Business (as hereinafter defined) on such date, on the terms and subject
to the conditions contained in the Rights Agreement, dated June 11, 2009, between the Company and the Rights Agent (the “Original
Rights Agreement”); and


 


WHEREAS, the Board of
Directors of the Company deems desirable and in the best interests of the Company and its shareholders to amend and restate the
terms of the Original Rights Agreement to extend the Original Rights Agreement for five years and to adjust the Exercise Price
of the Rights (as defined herein).


 


NOW, THEREFORE, in consideration
of the foregoing recitals and the mutual agreements set forth herein, and for the benefit of the holders of Rights, the parties
hereto hereby agree as follows:


 


Section 1.Certain Definitions.


 


For purposes of this
Agreement, the following terms have the meanings indicated:


 


(a)“Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act, as in effect on the date hereof.


 


(b)A Person shall
be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”:


 


(i) any securities
that such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes
of Section 13(d) of the Exchange Act and Rule 13d-3 promulgated under the Exchange Act, in each case as in effect on the date hereof;


 


(ii) any
securities that such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right
is exercisable immediately, or only after the passage of time, compliance with regulatory requirements, the fulfillment of a condition,
or otherwise) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or otherwise, provided that a Person shall not be deemed the Beneficial Owner
of, or to Beneficially Own, securities tendered pursuant to a tender offer or exchange offer made by or on behalf of such Person
or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange;


 






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(iii) any
securities that such Person or any of such Person’s Affiliates or Associates has the right to vote, alone or in concert
with others, pursuant to any agreement, arrangement or understanding, provided that a Person shall not be deemed the Beneficial
Owner of, or to Beneficially Own, any security if the agreement, arrangement or understanding to vote such security (A) arises
solely from a revocable proxy given to such Person or any of such Person’s Affiliates or Associates in response to a public
proxy solicitation made pursuant to and in accordance with the applicable rules and regulations of the Exchange Act, and (B) is
not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report);


 


(iv) any
securities that are Beneficially Owned, directly or indirectly, by any other Person with which such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (other
than voting pursuant to a revocable proxy as described in the proviso to Section 1(b)(iii) hereof) or disposing of any securities
of the Company;


 


(v) any
securities in respect of which such Person or any of such Person’s Affiliates or Associates has a Synthetic Long Position
(as hereinafter defined); and


 


(vi) on any day on or after the Distribution Date, all Rights that prior to such date were represented
by certificates for Common Shares that such Person Beneficially Owns on such day.


 


Notwithstanding anything to the contrary
in this Section 1(b), a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner
of, or to Beneficially Own, any securities acquired through such Person’s participation in good faith in a firm commitment
underwriting until the expiration of 40 days after the date of such acquisition.


 


(c)“Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange is closed.


 


(d)“Close
of Business” on any given date shall mean 5:00 o’clock p.m., eastern time, on such date; provided, however, that if
such date is not a Business Day, it shall mean 5:00 o’clock p.m., eastern time, on the next succeeding Business Day.


 






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(e)“Closing
Price” of a stock or other security on any day shall be the last sale price, regular way, per share of such stock or unit
of such other security on such day or, in case no such sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange or, if such stock or other security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which such stock or other security is listed or admitted to trading or,
if such stock or other security is not listed or admitted to trading on any national securities exchange, the last quoted sale
price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the
Financial Industry Regulatory Authority (“FINRA”) or such other system then in use or, if on any such date such stock
or other security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional
market maker that makes a market in such stock or other security and that is selected by the Board of Directors of the Company.


 


(f)“Common
Share” shall mean one share of the Common Stock, no par value, of the Company, unless used with reference to a Person other
than the Company, in which case it shall mean one share of the class of capital stock (or equity interest) of such other Person
having the greatest voting power per share or, if such Person is a Subsidiary of another Person, of the Person that ultimately
controls such Person.


 


(g)“Common
Share Equivalent” shall have the meaning ascribed to it in Section 11(a)(iii) hereof.


 


(h)“Current
Market Price” per share of a stock or unit of any other security on any date shall mean the average of the daily Closing
Prices of such stock or other security for the 30 consecutive Trading Days through and including the Trading Day immediately preceding
the date in question; provided, however, that if any event shall have caused the Closing Price on any Trading Day during such 30-day
period not to be fully comparable with the Closing Price on the date in question (or, if no Closing Price is available on the date
in question, on the Trading Day immediately preceding the date in question), then each such noncomparable Closing Price so used
shall be appropriately adjusted by the Board of Directors of the Company in order to make the Closing Price on each Trading Day
during the period used for the determination of the Current Market Price fully comparable with the Closing Price on such date in
question (or, if applicable, the immediately preceding Trading Day). “Current Market Price” per share of any stock
or unit of such other security that is not publicly held or so listed or traded, and “Current Market Price” of any
other property, shall mean the fair value per share of such stock or unit of such other security, or the fair value of such other
property, respectively, as determined in good faith by the Board of Directors of the Company based upon such appraisals or valuation
reports of such independent experts as the Board of Directors shall in good faith determine appropriate, which determination shall
be described in a statement filed by the Company with the Rights Agent.


 


(i)“Distribution
Date” shall have the meaning ascribed to it in Section 3 hereof.


 






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(j)“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(k)“Exchange
Ratio” shall have the meaning ascribed to it in Section 24(a) hereof.


 


(l)“Exempt
Person” shall mean the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of
a Subsidiary of the Company, and any Person holding Voting Shares for or pursuant to the terms of any such employee benefit plan.


 


(m)“Exercise
Price” shall have the meaning ascribed to it in Section 7(c) hereof.


 


(n)“Expiration
Date” shall mean June 7, 2017, unless the Distribution Date shall occur on or prior to such date and the Rights shall have
separated from the Common Shares pursuant to the terms of this Agreement, in which case “Expiration Date” shall mean
the date which is the third anniversary of the Distribution Date.


 


(o)“Person”
shall mean any individual, firm, partnership, corporation, association, group (as such term is used in Rule 13d-5 promulgated under
the Exchange Act as in effect on the date hereof) or other entity, and shall include any successor (by merger or otherwise) of
such entity.


 


(p)“Preferred
Share” shall mean one share of the Series B Junior Participating Cumulative Preferred Stock, no par value, of the Company,
which shall have the rights and preferences set forth in Section (E) of Article FOURTH of the Second Amended and Restated Articles
of Incorporation attached hereto as Exhibit A.


 


(q)“Preferred
Share Equivalents” shall have the meaning ascribed to it in Section 11(b) hereof.


 


(r)“Record
Date” shall have the meaning ascribed to it in the recitals hereto.


 


(s)“Redemption
Date” shall mean the date of the action of the Board of Directors of the Company authorizing and directing the redemption
of the Rights pursuant to Section 23(a) hereof or the exchange of the Rights pursuant to Section 24(a) hereof.


 


(t)“Redemption
Price” shall have the meaning ascribed to it in Section 23(a) hereof.


 


(u)“Right”
shall have the meaning ascribed to it in the recitals hereto.


 


(v)“Rights
Agent” shall have the meaning ascribed to it in the recitals hereto.


 


(w)“Section
11(a)(ii) Event” shall have the meaning ascribed to it in Section 11(a)(ii) hereof.


 


(x)“Section
13(a) Event” shall have the meaning ascribed to it in Section 13(a) hereof.


 






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(y)“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(z)“Subsidiary”
of any Person shall mean any corporation or other Person of which equity securities or equity interests representing a majority
of the voting power are owned, directly or indirectly, or which is effectively controlled, by such Person.


 


(aa)“Surviving
Person” shall have the meaning ascribed to it in Section 13(a) hereof.


 


(bb)“Synthetic
Long Position” shall mean any option, warrant, convertible security, stock appreciation right or other contractual right,
whether or not presently exercisable, which has an exercise or conversion privilege or a settlement payment or mechanism at a price
related to Common Stock or a value determined in whole or part with reference to, or derived in whole or in part from, the market
price or value of Common Stock, whether or not such right is subject to settlement in whole or in part in Common Stock, and which
increases in value as the value of Common Stock increases or which provides to the holder of such right an opportunity, directly
or indirectly, to profit or share in any profit derived from any increase in the value of Common Stock, but shall not include:


 


(i) rights of a pledgee
under a bona fide pledge of Common Stock;


 


(ii) rights of all
holders of Common Stock to receive Common Stock pro rata, or obligations to dispose of Common Stock, as a result of a merger, exchange
offer, or consolidation involving the Company;


 


(iii) rights or obligations
to surrender Common Stock, or have Common Stock withheld, upon the receipt or exercise of a derivative security or the receipt
or vesting of equity securities, in order to satisfy the exercise price or the tax withholding consequences of receipt, exercise
or vesting;


 


(iv) interests in broad-based
index options, broad-based index futures, and broad-based publicly traded market baskets of stocks approved for trading by the
appropriate federal governmental authority;


 


(v) interests or rights
to participate in employee benefit plans of the Company held by employees or former employees of the Company; or


 


(vi) options granted
to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering.


 


The shares of Common
Stock in respect of which a Person has a Synthetic Long Position shall be the notional or other number of shares of Common Stock
specified in a filing by such Person or any of such Person’s Affiliates or Associates with the Securities and Exchange Commission
in respect of which shares of Common Stock are the “subject security” or in the documentation evidencing the Synthetic
Long Position as being subject to be acquired upon the exercise or settlement of the applicable right or as the basis upon which
the value or settlement amount of such right, or the opportunity of the holder of such right to profit or share in any profit,
is to be calculated in whole or in part or, if no such number of shares of Common Stock is specified in any filing or documentation,
as determined by the Board in good faith to be the number of shares of Common Stock to which the Synthetic Long Position relates.


 






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(cc)“Trading
Day” shall mean, as to any stock or other security, a day on which the principal national securities exchange on which such
stock or other security is listed or admitted to trading is open for the transaction of business or, if such stock or other security
is not listed or admitted to trading on any national securities exchange, a Business Day.


 


(dd)“Unavailable
Adjustment Shares” has the meaning ascribed to it in Section 11(a)(iii) hereof.


 


(ee)“Voting
Share” shall mean (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to
vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation,
sale of all or substantially all of the Company’s assets, liquidation, dissolution or winding up. References in this Agreement
to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total
votes entitled to be cast by the holders of the outstanding Voting Shares.


 


(ff)“20%
Ownership Date” shall mean the first date after the declaration by the Board of Directors referred to in the first recital
hereto of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant
to Section 13(d) of the Exchange Act) by the Company or a 20% Shareholder containing the facts by virtue of which a Person has
become a 20% Shareholder.


 


(gg)“20%
Shareholder” shall mean any Person that, together with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of such number of Voting Shares of the Company as constitutes a percentage of the then outstanding Voting Shares that is
equal to or greater than 20%; provided, however, that the term “20% Shareholder” shall not include: (i) an Exempt Person;
(ii) any Person that, together with all Affiliates and Associates of such Person, became the Beneficial Owner of 20% or more of
the Voting Shares of the Company on or prior to June 11, 2009 (“Existing Owner”), unless and until such Existing Owner,
after June 11, 2009, becomes the Beneficial Owner of additional Voting Shares representing 1% or more of the Voting Shares or,
after first becoming the Beneficial Owner of less than 20% of the Voting Shares, again becomes the owner of 20% or more of the
Voting Shares; or (iii) any Person if such Person would not otherwise be a 20% Shareholder but for a reduction in the number of
outstanding Voting Shares resulting from a stock repurchase program or other similar plan of the Company or from a self-tender
offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term “20%
Shareholder” shall include such Person from and after the first date upon which (A) such Person, since the date of the commencement
of such plan or tender offer, shall have acquired Beneficial Ownership of, in the aggregate, a number of Voting Shares of the Company
equal to 1% or more of the Voting Shares of the Company then outstanding and (B) such Person, together with all Affiliates and
Associates of such Person, shall Beneficially Own 20% or more of the Voting Shares of the Company then outstanding. In calculating
the percentage of the outstanding Voting Shares that are Beneficially Owned by a Person for purposes of this subsection (ff), Voting
Shares that are Beneficially Owned by such Person shall be deemed outstanding, and Voting Shares that are not Beneficially Owned
by such Person and that are subject to issuance upon the exercise or conversion of outstanding conversion rights, exchange rights,
rights (other than Rights), warrants or options shall not be deemed outstanding. Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person that would otherwise be a 20% Shareholder pursuant to the foregoing
provisions of this Section 1(ff) and Section 1(b) hereof has become such inadvertently, and such Person (a) promptly notifies the
Board of Directors of such status and (b) as promptly as practicable thereafter, either divests of a sufficient number of Voting
Shares so that such Person would no longer be a 20% Shareholder, or causes any other circumstance, such as the existence of an
agreement respecting Voting Shares, to be eliminated such that such Person would no longer be a 20% Shareholder as defined pursuant
to this Section 1(ff) and 1(b), then such Person shall not be deemed to be a 20% Shareholder for any purposes of this Agreement.
Any determination made by the Board of Directors of the Company as to whether any Person is or is not a 20% Shareholder shall be
conclusive and binding upon all holders of Rights.


 






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Section 2.Appointment of Rights
Agent.


 


The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable,
upon ten days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no
event be liable for, the acts or omissions of any such co-Rights Agent.


 


Section 3.Issuance of Right Certificates.


 


(a)“Distribution
Date” shall mean the date, after the date hereof, that is the earliest of (i) the tenth Business Day (or such later day as
shall be designated by the Board of Directors of the Company) following the date of the commencement of, or the first public announcement
of the intent of any Person, other than an Exempt Person, to commence, a tender offer or exchange offer, the consummation of which
would cause any Person to become a 20% Shareholder, (ii) the date of the first Section 11(a)(ii) Event or (iii) the date of the
first Section 13(a) Event.


 


(b)Until the Distribution
Date, (i) the Rights shall be represented by certificates for Common Shares (all of which certificates for Common Shares shall
be deemed to be Right Certificates) and not by separate Right Certificates, and Rights associated with any uncertificated Common
Shares will be represented by the registration of the of such Common Shares in the Company’s share register in the names
of the holders thereof (which registration shall also be deemed to be registration of ownership of the Rights) and not by separate
Rights Certificates (ii) the record holder of the Common Shares represented by each of such certificates shall be the record holder
of the Rights represented thereby and (iii) the Rights shall be transferable only in connection with the transfer of Common Shares.
Until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the surrender for transfer of such certificates
for Common Shares shall also constitute the surrender for transfer of the Rights represented thereby.


 


 



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(c)As soon as practicable
after the Distribution Date, and after notification by the Company, the Rights Agent shall send, at the Company’s expense,
by first-class, postage-prepaid mail to each record holder of Common Shares, as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, a Right Certificate substantially in the form of Exhibit B hereto
representing one Right for each Common Share so held. From and after the Distribution Date, the Rights shall be represented solely
by such Right Certificates and may only be transferred by the transfer of such Right Certificates, and the holders of such Right
Certificates, as listed in the records of the Company or any transfer agent or registrar for such Rights, shall be the record holders
of such Rights.


 


(d)[reserved].


 


(e)Certificates
for Common Shares issued at any time after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date
or the Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend:


 


This certificate also represents Rights
that entitle the holder hereof to certain rights as set forth in an Rights Agreement, dated as of June 11, 2009, as amended and
restated on June 7, 2012, as by and between the Corporation and Computershare Trust Company, N.A., as Rights Agent (the “Rights
Agreement”), the terms and conditions of which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Corporation.


 


Under certain circumstances specified
in the Rights Agreement, such Rights will be represented by separate certificates and will no longer be represented by this certificate.
Under certain circumstances specified in the Rights Agreement, Rights beneficially owned by certain persons may become null and
void. The Corporation will mail to the record holder of this certificate a copy of the Rights Agreement without charge promptly
following receipt of a written request therefor.


 


In the case of the initial transaction
statement or subsequent periodic statements with respect to uncertificated Common Shares, such statements shall bear the following
legend:


 


The registration in the share register
of the shares of common stock to which this initial transaction or subsequent period statement relates also represents Rights that
entitle the holder hereof to certain rights as set forth in an Rights Agreement, dated as of June 11, 2009, as amended and restated
on June 7, 2012, as by and between the Corporation and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”),
the terms and conditions of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive
offices of the Corporation.


 






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Under certain circumstances specified
in the Rights Agreement, such Rights will be represented by separate certificates and will no longer be represented by this certificate.
Under certain circumstances specified in the Rights Agreement, Rights beneficially owned by certain persons may become null and
void. The Corporation will mail to the registered holder of such shares a copy of the Rights Agreement without charge promptly
following receipt of a written request therefor.


 


(f)In the event
that at any time on or after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a)
Event and prior to the earlier of the Redemption Date or the Expiration Date, the Company shall issue any Common Shares pursuant
to the exercise of conversion rights, exchange rights, rights (other than Rights), warrants or options that shall have been issued
or granted prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event,
then, unless the Board of Directors of the Company shall have provided otherwise at the time of the issuance or grant of such conversion
rights, exchange rights, rights (other than Rights), warrants or options, the Rights Agent shall, as soon as practicable after
the date of such event, send by first-class, postage-prepaid mail to the record holder of such Common Shares, at the address of
such holder as shown on the records of the Company, a Right Certificate substantially in the form of Exhibit B hereto representing
one Right for each Common Share so issued.


 


(h)Notwithstanding
the foregoing provisions of this Section 3, the Rights Agent shall not send any Right Certificate to any 20% Shareholder or any
of its Affiliates or Associates or to any Person if the Rights held by such Person are Beneficially Owned by a 20% Shareholder
or any of its Affiliates or Associates. Any determination made by the Board of Directors of the Company as to whether any Common
Shares are or were Beneficially Owned at any time by a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder shall
be conclusive and binding upon all holders of Rights.


 


Section 4.Form of Right Certificates.


 


The Right Certificates
and the form of assignment, including certificate, and the form of election to purchase, including certificate, printed on the
reverse thereof, when, as and if issued, shall be substantially the same as Exhibit B hereto, and may have such marks of identification
or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange upon which the Rights or the securities of the Company issuable
upon exercise of the Rights may from time to time be listed, or to conform to usage. Subject to Section 22 hereof, Right Certificates,
whenever issued, that are issued in respect of Common Shares that were issued and outstanding as of the Close of Business on the
Distribution Date, shall be dated as of the Distribution Date.


 






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Section 5.Countersignature and Registration.


 


(a)The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice
President, either manually or by facsimile signature, and may have affixed thereto the Company’s seal or a facsimile thereof
attested by its Secretary or any Assistant Secretary, either manually or by facsimile signature. The Right Certificates shall be
countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right
Certificates), either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates may nevertheless be countersigned
by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such officer of the Company. Any Right Certificate may be signed
on behalf of the Company by any person who at the actual date of such execution shall be a proper officer of the Company to sign
such Right Certificate, even though such person was not such an officer at the date of the execution of this Agreement.


 


(b)Following the
Distribution Date, the Rights Agent shall keep or cause to be kept at its offices books for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of Right Certificates, the
number of Rights represented on its face by each Right Certificate and the date of each Right Certificate.


 


Section 6.Transfer,
Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.


 


(a)Subject to the
provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long
as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split up, combined
or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered.
Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged
at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and
duly executed, with signature guaranteed and such other and further documentation as the Rights Agent may reasonably request. Thereupon,
the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested.
The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Right Certificates.


 






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(b)Upon receipt
by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and,
at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of such Right Certificate, if mutilated, along with signature guarantees
and such other and further documentation as the Rights Agent may reasonably request, the Company shall issue and deliver to the
Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such
lost, stolen, destroyed or mutilated Right Certificate.


 


Section 7.Exercise of Rights.


 


(a)Until the Distribution
Date, no Right may be exercised.


 


(b)Subject to Section
7(d) and (g) hereof and the other provisions of this Agreement, at any time after the Close of Business on the Distribution Date
and prior to the Close of Business on the earlier of the Redemption Date or the Expiration Date, the registered holder of any Right
Certificate may exercise the Rights represented thereby in whole or in part upon surrender of such Right Certificate, with the
form of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed,
to the Rights Agent at the office of the Rights Agent, along with a signature guarantee and such other and further documentation
as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise
of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such
Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth of a Preferred Share (or, following
the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property
in accordance with the provisions of this Agreement).


 


(c)The Exercise
Price for the exercise of each Right shall initially be $40.00 (Forty dollars) and shall be payable in lawful money of the United
States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following
the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with
the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided
in Sections 7(e), 11 and 13 hereof and the other provisions of this Agreement.


 


(d)Notwithstanding
anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the
date of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by a 20% Shareholder or any Affiliate or
Associate of a 20% Shareholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this
Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder
is a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder) shall thereafter have no right to exercise such Rights.


 






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(e)Prior to the
Distribution Date, if the Board of Directors of the Company shall have determined that such action adequately protects the interests
of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Preferred Shares that would
otherwise be issuable (after the Close of Business on the Distribution Date) upon the exercise of each Right and payment of the
Exercise Price, (i) cash, (ii) other equity securities of the Company, (iii) debt securities of the Company, (iv) other property,
or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market
Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes
any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.


 


(f)Upon receipt
of a Right Certificate representing exercisable Rights, with the form of election to purchase, including certificate, completed
and duly executed, with signature guaranteed, accompanied by payment of the Exercise Price for each Right to be exercised and an
amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section
9 hereof by certified check or cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly
(i) requisition from the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a
Section 13(a) Event, Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement),
certificates for the number of Preferred Shares (or such other securities) to be purchased, and the Company hereby irrevocably
authorizes such transfer agent to comply with all such requests, and/or, as provided in Section 14 hereof, requisition from the
depositary agent described therein depositary receipts representing such number of one-hundredths of a Preferred Share (or such
other securities) as are to be purchased (in which case certificates for the Preferred Shares (or such other securities) represented
by such receipts shall be deposited by the transfer agent with such depositary agent) and the Company hereby directs such depositary
agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional Preferred Shares (or such other securities) in accordance with Section 14 hereof, (iii) after receipt of
such certificates, depositary receipts or cash, cause the same to be delivered to or upon the order of the registered holder of
such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt
thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.


 


(g)Notwithstanding
the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably
be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred
Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve
the Company of its obligations under Section 9(c) hereof.


 


(h)In case the
registered holder of any Right Certificate shall exercise less than all of the Rights represented thereby, a new Right Certificate
representing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder
of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof.


 






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Section 8.Cancellation and Destruction
of Right Certificates.


 


All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to
any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent,
shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by this Agreement.
The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all canceled Right Certificates to the Company or shall, at the written request of the Company, destroy such canceled Right
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.


 


Section 9.Reservation and Availability
of Capital Stock.


 


(a)Subject to Section
7(e) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or
out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time
to time be sufficient to permit the exercise in full of all outstanding Rights.


 


(b)In the event
that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use
its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for
such issuance to be listed on such exchange upon official notice of issuance upon such exercise.


 


(c)If necessary
to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution
Date, to register such securities under the Securities Act and any applicable securities laws and to keep such registration effective
until the earlier of the Redemption Date or the Expiration Date.


 


(d)The Company
shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the
time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized
and issued and fully paid and nonassessable securities.


 


(e)The Company
shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance
or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required
to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than,
or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the
Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the
exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate
at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due.


 






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(f)With respect
to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall
be applicable only upon and following the occurrence of a Section 11(a)(ii) Event.


 


Section 10.Securities Record Date.


 


Each person in whose
name any certificate for securities of the Company is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the securities represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate representing such Rights was duly surrendered and payment of the Exercise Price (and any applicable transfer
taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the securities transfer
books of the Company are closed, such person shall be deemed to have become the record holder of such securities on, and such certificate
shall be dated, the next succeeding Business Day on which the securities transfer books of the Company are open.


 


Section 11.Adjustment
of Exercise Price, Number of Shares Issuable Upon Exercise of Rights or Number of Rights. 


 


The Exercise Price,
the number and kind of securities that may be purchased upon exercise of a Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 11.


 


(a)(i)In the event that
the Company shall at any time after the Close of Business on the Record Date and prior to the Close of Business on the earlier
of the Redemption Date or the Expiration Date (A) declare or pay any dividend on the Preferred Shares payable in Preferred Shares
or Voting Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number
of Preferred Shares or (D) issue Preferred Shares or Voting Shares in a reclassification of the Preferred Shares (including any
such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
then, and upon each such event, the number and kind of Preferred Shares or other securities issuable upon the exercise of a Right
on the date of such event shall be proportionately adjusted so that the holder of any Right exercised on or after such date shall
be entitled to receive, upon the exercise thereof and payment of the Exercise Price, the aggregate number and kind of Preferred
Shares or other securities or other property, as the case may be, that, if such Right had been exercised immediately prior to such
date and at a time when such Right was exercisable and the transfer books of the Company were open, such holder would have owned
upon such exercise and would have been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.
If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof.


 



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(ii)In
the event (a “Section 11(a)(ii) Event”) that a 20% Ownership Date shall have occurred and neither the Redemption Date
nor the Expiration Date shall have occurred prior to the tenth Business Day following such 20% Ownership Date, then, and effective
as of the end of such tenth Business Day, proper provision shall be made so that except as provided in Section 7(d) hereof, each
holder of a Right shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement
and payment of the then current Exercise Price, in lieu of the securities or other property otherwise purchasable upon such exercise,
such number of Common Shares of the Company as shall equal the result obtained by multiplying the then current Exercise Price by
the then number of one-hundredths of a Preferred Share for which a Right was exercisable (or, if the Distribution Date shall not
have occurred prior to the date of such Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share for which a
Right would have been exercisable if the Distribution Date had occurred on the Business Day immediately preceding the date of such
Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, and dividing that product by 50% of the Current Market
Price (determined pursuant to Section 11(d) hereof) of a Common Share on the date of occurrence of the relevant Section 11(a)(ii)
Event (such number of shares being hereinafter referred to as the “Adjustment Shares”). Successive adjustments shall
be made pursuant to this paragraph each time a Section 11(a)(ii) Event occurs.


 


(iii)In
the event that on the date of a Section 11(a)(ii) Event the aggregate number of Common Shares that are authorized by the Company’s
Second Amended and Restated Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon
exercise of the Rights is less than the aggregate number of Adjustment Shares thereafter issuable upon the exercise in full of
the Rights in accordance with Section 11(a)(ii) hereof (the excess of such number of Adjustment Shares over and above such number
of Common Shares being hereinafter referred to as the “Unavailable Adjustment Shares”), then, and upon each such event,
the Company shall substitute for the pro rata portion of the Unavailable Adjustment Shares that would otherwise be issuable thereafter
upon the exercise of each Right and payment of the Exercise Price, (A) cash, (B) other equity securities of the Company (including,
without limitation, shares of preferred stock of the Company or units of such shares having the same Current Market Price as one
Common Share (a “Common Share Equivalent”)), (C) debt securities of the Company, (D) other property or (E) any combination
of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable
Adjustment Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action
pursuant to this Section 11(a)(iii), such action shall apply uniformly to all outstanding Rights.


 






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(b)In the event
that the Company shall, at any time after the Close of Business on the Record Date and prior to the Close of Business on the earlier
of the Redemption Date or the Expiration Date, fix a record date prior to the earlier of the Redemption Date or the Expiration
Date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them initially to subscribe for
or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“Preferred
Share Equivalents”)) or securities convertible into Preferred Shares or Preferred Share Equivalents, at a price per Preferred
Share or Preferred Share Equivalent (or having a conversion price per share, if a security convertible into Preferred Shares or
Preferred Share Equivalents) less than the Current Market Price per Preferred Share on such record date, then, and upon each such
event, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be equal to the sum of the number of Preferred
Shares outstanding on such record date plus the number of Preferred Shares that the aggregate offering price of the total number
of Preferred Shares and/or Preferred Share Equivalents to be so offered (and/or the aggregate initial conversion price of the convertible
securities to be so offered) would purchase at such Current Market Price, and the denominator of which shall be equal to the number
of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or Preferred Share Equivalents
to be offered for subscription or purchase (or into which the convertible securities to be so offered are initially convertible);
provided, however, that if such rights, options or warrants are not exercisable immediately upon issuance but become exercisable
only upon the occurrence of a specified event or the passage of a specified period of time, then the adjustment to the Exercise
Price shall be made and become effective only upon the occurrence of such event or such passage of time, and such adjustment shall
be made as if the record date for the issuance of such rights, options or warrants had been the business day immediately preceding
the date upon which such rights, options or warrants became exercisable. Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment to the Exercise Price shall be
made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Exercise
Price shall be adjusted to be the Exercise Price that would then be in effect if such record date had not been fixed.


 


(c)In the event
that the Company shall, at any time after the Close of Business on the Record Date and prior to the Close of Business on the earlier
of the Redemption Date or the Expiration Date, fix a record date for the making of a distribution to all holders of the Preferred
Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving
corporation) of securities or assets (other than a distribution of securities for which an adjustment is required under Section
11(a)(i) or (b) hereof or a regular quarterly cash dividend), then the Exercise Price to be in effect after such record date shall
be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of
which shall be equal to the excess of the Current Market Price per Preferred Share on such record date over and above the fair
market value of the portion of the securities or assets to be so distributed with respect to one Preferred Share, and the denominator
of which shall be equal to such Current Market Price per Preferred Share. Such adjustments shall be made successively whenever
such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be adjusted to
be the Exercise Price that would then be in effect if such record date had not been fixed.


 






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(d)For the purpose
of any computation under this Section 11, if the Preferred Shares are not publicly held or traded, the “Current Market Price”
per Preferred Share shall be conclusively deemed to be the Current Market Price per Common Share multiplied by 100.


 


(e)No adjustment
in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise
Price; provided, however, that any adjustments that by reason of this Section 11(e) are not required to be made shall be cumulated
and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or
to the nearest one-hundredth of a Common Share or other share or one-ten thousandth of a Preferred Share, as the case may be.


 


(f)If, as a result
of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive
any securities of the Company other than Preferred Shares, the number of such other securities so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to Preferred Shares contained in this Section 11, and the other provisions of this Agreement with respect to Preferred
Shares shall apply on like terms to any such other securities.


 


(g)All Rights originally
issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall represent the right to purchase,
at the adjusted Exercise Price, the number of one-hundredths of a Preferred Share purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.


 


(h)Unless the Company
shall have exercised its election as provided in Section 11(i) below, upon each adjustment of the Exercise Price as a result of
the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such adjustment
shall thereafter represent the right to purchase, at the adjusted Exercise Price, that number of one-hundredths of a Preferred
Share (calculated to the nearest one-ten thousandth of a Preferred Share) obtained by multiplying (i) the number of one-hundredths
of a Preferred Share purchasable upon the exercise of one Right immediately prior to such adjustment of the Exercise Price by (ii)
the Exercise Price in effect immediately prior to such adjustment, and dividing the product so obtained by the Exercise Price in
effect immediately after such adjustment.


 


(i)The Company
may elect, on or after the date of any adjustment of the Exercise Price, to adjust the number of Rights instead of making any adjustment
in the number of Preferred Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment
of the number of Rights shall be exercisable for the number of one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest one one-hundredth of a Right) obtained by dividing the Exercise Price in effect immediately
prior to the adjustment of the Exercise Price by the Exercise Price in effect immediately after such adjustment of the Exercise
Price. The Company shall make a public announcement of its election to adjust the number of Rights pursuant to this Section 11(i),
indicating the record date for the adjustment and, if known at the time, the amount of the adjustment to be made. Such record date
may be the date on which the Exercise Price is adjusted or any day thereafter, but, if separate Right Certificates have been issued,
it shall be at least ten days after the date of such public announcement. If separate Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to
be distributed to holders of record of Right Certificates on such record date Right Certificates representing, subject to Section
14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment or, at the option of the
Company, cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such
holders prior to the date of such adjustment, and upon surrender thereof if required by the Company, new Right Certificates representing
all the Rights to which such holders shall be entitled after such adjustment. Right Certificates to be so distributed shall be
issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified
in the public announcement.


 






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(j)Irrespective
of any adjustment or change in the Exercise Price or the number of one-hundredths of a Preferred Share issuable upon the exercise
of one Right, the Right Certificates theretofore and thereafter issued may continue to express the Exercise Price per one one-hundredth
of a Preferred Share and the number of Preferred Shares issuable upon the exercise of one Right that were expressed in the initial
Right Certificates issued hereunder.


 


(k)Before taking
any action that would cause an adjustment reducing the Exercise Price below one one-hundredth of the then par value, if any, of
the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the advice
or opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable one
one-hundredths of a Preferred Share at such adjusted Exercise Price.


 


(l)In any case
in which this Section 11 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified
event, the Company may elect to defer, until the occurrence of such event, the issuance to the holder of any Right exercised after
such record date of the number of one-hundredths of a Preferred Share and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the number of one-hundredths of a Preferred Share and other capital stock or securities
of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other appropriate instrument representing such holder’s
right to receive such additional shares upon the occurrence of the event requiring such adjustment.


 


(m)Anything in
this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such further adjustments in the number of
one-hundredths of a Preferred Share that may be purchased upon exercise of one Right, and such further adjustments in the Exercise
Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion
shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Shares, (ii) issuance wholly
for cash of any Preferred Shares at less than the Current Market Price thereof, (iii) issuance wholly for cash of Preferred Shares
or securities that by their terms are convertible into or exchangeable for Preferred Shares, (iv) dividends on Preferred Shares
payable in Preferred Shares or (v) issuance of rights, options or warrants referred to Section 11(b) hereof, hereafter made by
the Company to holders of its Preferred Shares shall not be taxable to such shareholders.


 






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(n)In the event
that the Company shall, at any time after the Close of Business on the Record Date and prior to the Close of Business on the earliest
of the date of the first Section 11(a)(ii) Event, the date of the first Section 13(a) Event, the Redemption Date or the Expiration
Date, (i) pay any dividend on the Common Shares payable in Common Shares, (ii) subdivide the outstanding Common Shares, (iii) combine
the outstanding Common Shares into a smaller number of Common Shares or (iv) issue Common Shares in a reclassification of the Common
Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), then, and upon each such event, the Exercise Price to be in effect after such event shall be determined
by multiplying the Exercise Price in effect immediately prior to such event by a fraction, the numerator of which shall be equal
to the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be equal to the number
of Common Shares outstanding immediately after such event. Successive adjustments shall be made pursuant to this Section 11(n)
each time such a dividend is paid or such a subdivision, combination or reclassification is effected. If an event occurs that would
require an adjustment under both this Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n)
shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


Section 12.Certificate
of Adjusted Exercise Price or Number of Shares Issuable Upon Exercise of Rights.


 


Whenever an adjustment
is made as provided in Section 11 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and
a brief statement of the facts giving rise to such adjustment, (b) file with the Rights Agent and with each transfer agent for
the securities issuable upon exercise of the Rights a copy of such certificate and (c) mail a brief summary thereof to each holder
of Rights in accordance with Section 25 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such
certification or to give such notice shall not affect the validity or the force and effect of such adjustment. Any adjustment to
be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.


 


Section 13.Consolidation, Merger,
or Sale or Transfer of Assets or Earning Power.


 


(a)In the event
(a “Section 13(a) Event”) that, at any time on or after the 20% Ownership Date and prior to the earlier of the Redemption
Date or the Expiration Date, (1) the Company shall, directly or indirectly, consolidate with or merge with and into any other Person
and the Company shall not be the continuing or surviving corporation in such consolidation or merger, (2) any Person shall, directly
or indirectly, consolidate with or merge with and into the Company and the Company shall be the continuing or surviving corporation
in such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock
or other securities of any Person or cash or any other property, or (3) the Company and/or any one or more of its Subsidiaries
shall, directly or indirectly, sell or otherwise transfer, in one or more transactions (other than transactions in the ordinary
course of business), assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons other than the Company or one or more of its wholly owned Subsidiaries (such Persons,
together with the Persons described in clauses (1) and (2) above shall be collectively referred to in this Section 13 as the “Surviving
Person”), then, and in each such case, proper provision shall be made so that:


 


 



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(i)except
as provided in Section 7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof
in accordance with the terms of this Agreement and payment of the then current Exercise Price, in lieu of the securities or other
property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and nonassessable
Common Shares of the Surviving Person as shall be equal to a fraction, the numerator of which is the product of the then current
Exercise Price multiplied by the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately
prior to the first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section
13(a) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had
occurred on the Business Day immediately preceding the date of such Section 13(a) Event, or, if a Section 11(a)(ii) Event has
occurred prior to such Section 13(a) Event, the product of the number of one-hundredths of a Preferred Share purchasable upon
the exercise of a Right (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event,
the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on
the Business Day immediately preceding the date of such Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event,
multiplied by the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event), and the denominator of which is
50% of the Current Market Price per Common Share of the Surviving Person on the date of consummation of such Section 13(a) Event;


 


(ii)the
Surviving Person shall thereafter be liable for and shall assume, by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this Agreement;


 


(iii)the
term, “Company,” shall thereafter be deemed to refer to the Surviving Person; and


 


(iv)the Surviving Person
shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance
with Section 9 hereof) in connection with such consummation as may be necessary to ensure that the provisions hereof shall thereafter
be applicable to its Common Shares thereafter deliverable upon the exercise of Rights.


 






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(b)Notwithstanding
the foregoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof,
then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the
Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and
the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company.


 


(c)The Company
shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered
to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a)
Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect
of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section
13(a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as
practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall:


 


(i)prepare
and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise
of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as
practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with all applicable
state securities laws;


 


(ii)use its best efforts to list (or continue the listing of) the Rights and the Common Shares of the
Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the
Rights and such Common Shares to meet the eligibility requirements for quotation on any national quotation service; and


 


(iii)deliver
to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements
for registration on Form 10 (or any successor form) under the Exchange Act.


 


(d)In the event
that at any time after the occurrence of a Section 11(a)(ii) Event some or all of the Rights shall not have been exercised pursuant
to Section 11 hereof prior to the date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner
described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event,
Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to,
this Section 13.


 


 



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(e)The provisions
of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.


 


Section 14.Fractional Rights and
Fractional Shares.


 


(a)The Company
shall not be required to issue fractions of Rights or to distribute Right Certificates that represent fractional Rights. If the
Company shall determine not to issue such fractional Rights, the Company shall pay to the registered holders of the Right Certificates
with respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have
been issued as provided herein, an amount in cash equal to the same fraction of the Current Market Price of a whole Right on the
Business Day immediately prior to the date upon which such fractional Rights would otherwise have been issuable.


 


(b)The Company
shall not be required to issue fractions of Common Shares or Preferred Shares (other than fractions that are integral multiples
of one one-hundredth of a Preferred Share) upon exercise of Rights, or to distribute certificates that represent fractional Common
Shares or Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share). Fractions
of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be represented
by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that
such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of Preferred Shares. If the Company shall determine not to issue fractional Common
Shares or Preferred Shares (or depositary receipts in lieu of Preferred Shares), the Company shall pay to the registered holders
of Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the
time such Rights are exercised as provided herein, an amount in cash equal to the same fraction of the Current Market Price of
a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a
whole Common Share or Preferred Share shall be the Closing Price per share for the Trading Day immediately prior to the date of
such exercise.


 


(c)The holder of
a Right, by the acceptance of such Right, expressly waives such holder’s right to receive any fractional Rights or any fractional
Common Shares or Preferred Shares upon exercise of such Right, except as permitted by this Section 14.


 


Section 15.Rights of Action.


 


All rights of action
in respect of this Agreement, except the rights of action given to the Rights Agent under Section 18 hereof, are vested in the
respective registered holders of the Right Certificates and certificates for Common Shares representing Rights, and any registered
holder of any Right Certificate or of such certificate for Common Shares, without the consent of the Rights Agent or of the holder
of any other Right Certificate or any other certificate for Common Shares may, in such holder’s own behalf and for such holder’s
own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise
act in respect of, such holder’s right to exercise the Rights represented by such Right Certificate or by such certificate
for Common Shares in the manner provided in such Certificate and in this Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy
at law for any breach of this Agreement and shall be entitled to specific performance, and injunctive relief against actual or
threatened violations, of the obligations of any Person under this Agreement.


 






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Section 16. Agreement of Right Holders.


 


Every holder of a Right,
by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that:


 


(a)prior to the
Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such
Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable
only in connection with the transfer of such Common Shares;


 


(b)after the Distribution
Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal
office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and
such other and further documentation as the Rights Agent may reasonably request; and


 


(c)the Company
and the Rights Agent may deem and treat the person in whose name the Right Certificate is registered as the absolute owner thereof
and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.


 


Section 17.Right Holder and Right
Certificate Holder Not Deemed a Shareholder.


 


No holder, as such,
of any Right or Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the securities
of the Company that may at any time be issuable upon the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any Right or Right Certificate, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders
at any meeting thereof, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, in each case
until such Right or the Rights represented by such Right Certificate shall have been exercised in accordance with the provisions
hereof.


 


Section 18.Concerning the Rights
Agent.


 






    	23



    	 



    
 


 


(a)The Company
agrees to pay to the Rights Agent the compensation agreed to in writing by the Company and the Rights Agent for all services rendered
by it hereunder, as well as its reasonable out-of-pocket expenses. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct
on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration
of this Agreement, including, without limitation, the costs and expenses of defending against any claim of liability arising under
this Agreement.


 


(b)The Rights Agent
shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common
Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed
and executed by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof.


 


(c)Notwithstanding
anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised
of the likelihood of such loss or damage and regardless of the form of action.


 


Section 19.Merger or Consolidation
or Change of Name of Rights Agent.


 


(a)Any corporation
into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor
to the Rights Agent under this Agreement without the execution or filing of any instrument or any further act on the part of any
of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions
of Section 21 hereof. If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of
the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature
of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and if at that time any of the Right Certificates
shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have
the full force provided in such Right Certificates, and in this Agreement.


 


(b)If at any time
the name of the Rights Agent shall be changed, and at such time any of the Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned;
and if at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full
force provided in such Right Certificates and in this Agreement.


 






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Section 20.Duties of Rights Agent.



 


The Rights Agent undertakes
the duties and obligations expressly imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement
against the Rights Agent) upon the following terms and conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance of the Rights, shall be bound:


 


(a)The Rights Agent
may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance
with such advice or opinion.


 


(b)Whenever in
the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon
such certificate.


 


(c)The Rights Agent
shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct.


 


(d)The Rights Agent
shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, or in the Right
Certificates (except its countersignature thereof), or be required to verify the same, but all such statements and recitals are
and shall be deemed to have been made by the Company only.


 


(e)The Rights Agent
is serving as an administrative agent and accordingly, shall not be under any responsibility in respect of the legality or validity
of any of the provisions of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery
hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including any Rights becoming null
and void pursuant to Section 7(d) hereof) or any adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Sections 7, 11, 13 and 23 hereof, or the ascertaining of the existence of facts that would require any
such change or adjustment (except with respect to the exercise of Rights represented by Right Certificates after actual notice
that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Preferred Shares or Common Shares or other securities to be issued pursuant to this
Agreement or any Right Certificate, or as to whether any Preferred Shares or Common Shares or other securities will, when issued,
be validly authorized and issued, fully paid and nonassessable.


 






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(f)The Company
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out
or performing by the Rights Agent of the provisions of this Agreement.


 


(g)At any time
the Rights Agent may apply to the Company for written instructions with respect to any matter arising in connection with the Rights
Agent’s duties and obligations arising under this Agreement. Such application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the
Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall
be taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which
date shall be not less than one Business Day after the Company receives such application, without the Company’s consent)
unless, prior to taking or initiating any such action (or the effective date in the case of an omission), the Rights Agent has
received written instructions in response to such application specifying the action to be taken or omitted.


 


(h)The Rights Agent
and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing
herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i)The Rights Agent
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided
that reasonable care was exercised in the selection thereof.


 


(j)No provision
of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 


Section 21.Change of Rights Agent.


 






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The Rights Agent or
any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing
mailed to the Company. In the event the transfer agency relationship in effect between the Company and the Rights Agent (or its
affiliate) terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this
Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered
or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting as such, the Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the Company shall
become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be
a corporation organized and doing business under the laws of the United States or of the State of Ohio (or of any other state of
the United States so long as such corporation is authorized to do business in the State of Ohio), in good standing, that is authorized
under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or
state authority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000.
After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights
Agent hereunder. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing
to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.


 


Section 22.Issuance of New Right
Certificates.


 


Notwithstanding any
of the provisions of this Agreement or of the Right Certificates to the contrary, the Company may, at its option (subject to Section
4 hereof), issue new Right Certificates in such form as may be approved by the Board of Directors in order to reflect any adjustment
or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable upon exercise
of the Rights in accordance with the provisions of this Agreement.


 


Section 23.Redemption of Rights.


 






    	27



    	 



    
 


 


(a)Until the earliest
of (i) the date of the first Section 11(a)(ii) Event, (ii) the date of the first Section 13(a) Event or (iii) the Expiration Date,
the Board of Directors of the Company may, at its option, authorize and direct the redemption of all, but not less than all, of
the then outstanding Rights at a redemption price of $0.001 per Right, as such redemption price shall be appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price”),
and the Company shall so redeem the Rights.


 


(b)Immediately
upon the action of the Board of Directors of the Company authorizing and directing the redemption of the Rights pursuant to subsection
(a) of this Section 23, or at such time and date thereafter as it may specify, and without any further action and without any notice,
the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption
Price. Within ten Business Days after the date of such action, the Company shall give notice of such redemption to the holders
of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice
that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither
the failure to give any such notice nor any defect therein shall affect the legality or validity of such redemption. Each such
notice of Redemption shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor
any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner
other than that specifically set forth in Section 24 hereof or in this Section 23, and other than in connection with the purchase
of Common Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event.


 


(c)The Company
may, at its option, pay the Redemption Price in cash, Common Shares, Preferred Shares, other equity securities of the Company,
debt securities of the Company, other property or any combination of the foregoing, in each case having an aggregate Current Market
Price on the Redemption Date equal to the Redemption Price.


 


Section 24.Exchange of Rights.


 


(a)At any time
after the 20% Ownership Date and prior to the first date thereafter upon which a 20% Shareholder, together with all Affiliates
and Associates of such 20% Shareholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the
Board of Directors of the Company may, at its option, except as provided in Section 7(d) hereof, authorize and direct the exchange
of all, but not less than all, of the then outstanding Rights for Common Shares at an exchange ratio (the “Exchange Ratio”)
equal to one Common Share per Right on such date.


 






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(b)Immediately
upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection
(a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice,
the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive a number
of Common Shares equal to the Exchange Ratio. Within ten Business Days after the date of such action, the Company shall give notice
of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent
for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity
of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged for Common Shares.
Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value
any Rights in any manner other than (i) as specifically set forth in Section 23 hereof, (ii) as specifically set forth in this
Section 24 or (iii) in connection with the purchase of Common Shares prior to the earlier of the date of the first Section 11(a)(ii)
Event or the date of the first Section 13(a) Event.


  


(c)In any exchange
pursuant to this Section 24, the Company, at its option, may substitute (i) cash, (ii) other equity securities of the Company (including,
but not limited to, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination
of the foregoing for the Common Shares exchangeable for Rights, as appropriately adjusted. Subject to Section 7(d) hereof, in the
event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.


 


 



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Section 25.Notice of Certain Events.


 


(a)In the event
that the Company shall propose (i) to declare or pay any dividend payable on or make any distribution with respect to its Common
Shares or Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or
Preferred Shares options, rights or warrants to subscribe for or to purchase any additional shares thereof or shares of stock of
any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares
(other than a reclassification involving only the subdivision of outstanding shares), (iv) to effect any consolidation or merger
with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken
as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then and
in each such case, the Company shall give to each holder of a Right Certificate and to the Rights Agent, in accordance with Section
26 hereof, a notice of such proposed action, that shall specify the record date for the purpose of such dividend or distribution,
or the date upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of record of the Common Shares or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20
days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and
in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of the Common Shares or Preferred Shares, whichever date shall be the earlier. The failure to give the notice
required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company
or the vote upon any such action.


 


(b)Upon the occurrence
of each Section 11(a)(ii) Event and each Section 13(a) Event, the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such
event, specifying the event and the consequences of the event to holders of Rights under Sections 11 and 13 hereof.


 


Section 26.Notices.


 


Notices or demands
authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company
shall be sufficiently given or made if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:


 


Rocky Brands, Inc.


39 East Canal Street


Nelsonville, Ohio 45764


Attention: President


 






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with a copy to:


 


Curtis A. Loveland,
Esq.


Secretary of Rocky
Brands, Inc.


Porter, Wright, Morris
& Arthur LLP


41 South High Street


Columbus, Ohio 43215


 


Subject to the provisions
of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of
any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by overnight delivery service or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:


 


Computershare Trust Company, N.A.


350 Indiana Street, Suite 750


Golden, Colorado 80401


Attention: Client Services


 


Notices or demands
authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall
be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company.


 


Section 27.Supplements and Amendments.


 


(a)The Board of
Directors of the Company may, from time to time, before and after the Distribution Date, without the approval of any holders of
Rights, supplement or amend any provision of this Agreement in any manner, whether or not such supplement or amendment is adverse
to any holder of Rights, and direct the Rights Agent so to supplement or amend such provision, and the Rights Agent shall so supplement
or amend such provision; provided, however, that from and after the earliest of (i) the date of the first Section 11(a)(ii) Event,
(ii) the date of the first Section 13(a) Event, (iii) the Redemption Date or (iv) the Expiration Date, this Agreement shall not
be supplemented or amended in any manner that would materially and adversely affect any holder of outstanding Rights other than
a 20% Shareholder or a Surviving Person.


 


(b)From and after
the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event and prior to the earlier
of the Redemption Date or the Expiration Date, the Company shall not effect any amendment to the Second Amended and Restated Articles
of Incorporation for the Preferred Shares that would materially and adversely affect the rights, privileges or preferences of
the Preferred Shares without the prior approval of the holders of two-thirds or more of the then outstanding Rights.


 






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(c)Notwithstanding
anything in this Section 27 to the contrary, the Rights Agent may, but shall not be required to, execute any supplement or amendment
that adversely affects its rights, duties or obligations under this Agreement.


 


Section 28.Certain Covenants.


 


Subject to Section
27 hereof and the other provisions of this Agreement, from and after the earlier of the date of the first Section 11(a)(ii) Event
or the date of the first Section 13(a) Event and prior to the earlier of the Redemption Date or the Expiration Date, the Company
shall not (a) issue or sell, or permit any Subsidiary to issue or sell, to a 20% Shareholder or a Surviving Person, or any Affiliate
or Associate of a 20% Shareholder or a Surviving Person, or any Person holding Voting Shares of the Company that are Beneficially
Owned by a 20% Shareholder or a Surviving Person, (i) any rights, options, warrants or convertible securities on terms similar
to, or that materially adversely affect the value of, the Rights or (ii) Preferred Shares, Common Shares or shares of any other
class of capital stock, if such sale is intended to or would materially adversely affect the value of the Rights, or (b) take any
other action that is intended to or would materially adversely affect the value of the Rights.


 


Section 29.Successors.


 


All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.


 


Section 30.Benefits of this Agreement.


 


Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights Agent, the registered holders of the Right Certificates
(other than those representing Rights that have become null and void) and the certificates for Common Shares representing Rights
(other than those Rights that have become null and void) any legal or equitable right, remedy or claim under this Agreement, and
this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent, such registered holders of Right Certificates
and such certificates for Common Shares representing Rights.


 


Section 31.Severability.


 


If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.


 


Section 32.Governing Law.


 






    	32



    	 



    
 


 


This Agreement and
each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Illinois and for all
purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and performed
entirely within such state.


 


Section 33.Counterparts.


 


This Agreement may
be executed in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original and all
such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically
shall have the same authority, effect, and enforceability as an original signature.


 


Section 34.Descriptive Headings.


 


Descriptive headings
of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 35.Force Majeure.


 


Notwithstanding anything
to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 






    	33



    	 



    
 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Rocky Brands, Inc.
	 	 	 
	 	 	 
	 	By:  	/s/ David N. Sharp
	 	 	David N. Sharp
	 	 	Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	Computershare Trust Company, N.A.
	 	as Rights Agent
	 	 	 
	 	By: 	/s/ Scott Harrigan
	 	 	Name: Scott Harrigan
	 	 	Title: SVP







 






    	34



    	 



    
 


 





EXHIBIT A


 


  


Section
(E) of Article FOURTH of the


 


 


SECOND AMENDED AND RESTATED


 


 


ARTICLES OF INCORPORATION


 





OF


  


 


ROCKY BRANDS, INC.


 


 



    	A-1



    	 



    



 


E.Series
B Junior Participating Cumulative Preferred Stock.


 


There
shall be created out of the authorized number of shares of Voting Preferred Stock of the Corporation a series of Voting Preferred
Stock designated as Series B Junior Participating Cumulative Preferred Stock (the "Series B Preferred Stock"), to consist
of 125,000 shares, without par value, of which the preferences and relative and other rights, and the qualifications, limitations
or restrictions thereof, shall be (in addition to those set forth elsewhere in this Article FOURTH) as follows:


 


		1.	Dividends and Distributions.



 


(a)
The holders of shares of Series B Preferred Stock, in preference to the holders of shares of Common Stock, without par value,
of the Corporation (the "Common Stock") and of any other junior stock of the Corporation that may be outstanding, shall
be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the tenth day of January, April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal
to the greater of (i) $0.25 per share ($1.00 per annum), or (ii) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series B Preferred Stock. In the event that the Corporation shall at any time declare or
pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common
Stock, then and in each such event, the amount to which the holder of each share of Series B Preferred Stock was entitled immediately
prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding immediately after such event, and the denominator of which
is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


(b)
The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (a) of this
Section 1 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares
of Common Stock); provided, however, that in the event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend
of $0.25 per share ($1.00 per annum) on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.


 






    	A-2



    	 



    
 


 


(c)
Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which cases such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall cumulate but shall not bear interest. Dividends
paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed
for the payment thereof.


 


		2.	Voting Rights. The holders of shares of Series
B Preferred Stock shall have the following voting rights:



 


(a)
Each share of Series B Preferred Stock shall entitle the holder thereof to 100 votes (and each one one-hundredth of a share of
Series B Preferred Stock shall entitle the holder thereof to one vote) on all matters submitted to a vote of the shareholders
of the Corporation. In the event that the Corporation shall at any time declare or pay any dividend on Common Stock payable in
shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock,
then and in each such event, the number of votes per share to which holders of shares of Series B Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event, and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.


 






    	A-3



    	 



    
 


 


(b)
Except as otherwise provided in the Second Amended and Restated Articles of Incorporation of the Corporation or by law, the holders
of shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.


 


(c)
In addition, the holders of shares of Series B Preferred Stock shall have the following special voting rights:


 


(i)
In the event that at any time dividends on Series B Preferred Stock, whenever accrued and whether or not consecutive, shall not
have been paid or declared and a sum sufficient for the payment thereof set aside, in an amount equivalent to six quarterly dividends
on all shares of Series B Preferred Stock at the time outstanding, then and in each such event, the holders of shares of Series
B Preferred Stock and each other series of preferred stock now or hereafter issued that shall be accorded such class voting right
by the Board of Directors and that shall have the right to elect one director (or, in the event any such other series is entitled
to a greater number of directors, such number of directors, which shall be cumulative with and not in addition to the director
provided for herein, such director or directors being hereinafter referred to as "Special Directors") as the result
of a prior or subsequent default in payment of dividends on such series (each such other series being hereinafter called "Other
Series of Preferred Stock"), voting separately as a class without regard to series, shall be entitled to elect the Special
Director at the next annual meeting of shareholders of the Corporation, in addition to the directors to be elected by the holders
of all shares of the Corporation entitled to vote for the election of directors, and the holders of all shares (including the
Series B Preferred Stock) otherwise entitled to vote for directors, voting separately as a class, shall be entitled to elect the
remaining members of the Board of Directors, provided that the Series B Preferred Stock and each Other Series of Preferred Stock,
voting as a class, shall not have the right to elect more than one Special Director (in addition to any Special Director to which
the holders of any Other Series of Preferred Stock are then entitled). Such special voting right of the holders of shares of Series
B Preferred Stock may be exercised until all dividends in default on the Series B Preferred Stock shall have been paid in full
or declared and funds sufficient therefor set aside, and when so paid or provided for, such special voting right of the holders
of shares of Series B Preferred Stock shall cease, but subject always to the same provisions for the vesting of such special voting
rights in the event of any such future dividend default or defaults.






    	A-4



    	 



    
 


 


(ii)
At any time after such special voting rights shall have so vested in the holders of shares of Series B Preferred Stock, the Chairman
of the Board, President, or Chief Executive Officer of the Corporation may, and upon the written request of the holders of record
of 10% or more in number of the shares of Series B Preferred Stock and each Other Series of Preferred Stock then outstanding addressed
to the President at the principal executive office of the Corporation shall, call a special meeting of the holders of shares of
Preferred Stock so entitled to vote, for the election of the Special Directors to be elected by them as herein provided, to be
held within 60 days after such call and at the place and upon the notice provided by law and in the Code of Regulations for the
holding of meetings of shareholders; provided, however, that the Chairman of the Board, President, or Chief Executive Officer
shall not be required to call such special meeting in the case of any such request received less than 90 days before the date
fixed for any annual meeting of shareholders, and if in such case such special meeting is not called or held, the holders of shares
of Preferred Stock so entitled to vote shall be entitled to exercise the special voting rights provided in this paragraph at such
annual meeting. If any such special meeting required to be called as above provided shall not be called by the Chairman of the
Board, President, or Chief Executive Officer within 30 days after receipt of any such request, then the holders of record of 10%
or more in number of the shares of Series B Preferred Stock and each Other Series of Preferred Stock then outstanding may designate
in writing one of their number to call such meeting, and the person so designated may, at the expense of the Corporation, call
such meeting to be held at the place and upon the notice given by such person, and for that sole purpose shall have access to
the stock books of the Corporation. No such special meeting and no adjournment thereof shall be held on a date later than 60 days
before the annual meeting of shareholders. If, at any meeting so called or at any annual meeting held while the holders of shares
of Series B Preferred Stock have the special voting rights provided for in this paragraph, the holders of not less than 10% of
the aggregate voting power of Series B Preferred Stock and each Other Series of Preferred Stock then outstanding are present in
person or by proxy, which percentage shall be sufficient to constitute a quorum for the election of additional directors as herein
provided, the then authorized number of directors of the Corporation shall be increased by the number of Special Directors to
be elected, as of the time of such special meeting or the time of the first such annual meeting held while such holders have special
voting rights and such quorum is present, and the holders of shares of Series B Preferred Stock and each Other Series of Preferred
Stock, voting as a class, shall be entitled to elect the Special Director or Directors so provided for. If the directors of the
Corporation are then divided into classes under provisions of the Second Amended and Restated Articles of Incorporation of the
Corporation or the Code of Regulations, the Special Director or Directors shall belong to each class of directors in which a vacancy
is created as a result of such increase in the authorized number of directors. If the foregoing expansion of the size of the Board
of Directors shall not be valid under applicable law, then the holders of shares of Series B Preferred Stock and of each Other
Series of Preferred Stock, voting as a class, shall be entitled, at the meeting of shareholders at which they would otherwise
have voted, to elect a Special Director or Directors to fill any then existing vacancies on the Board of Directors, and shall
additionally be entitled, at such meeting and each subsequent meeting of shareholders at which directors are elected, to elect
all of the directors then being elected until by such class vote the appropriate number of Special Directors has been so elected.


 



    	A-5



    	 



    



(iii)
Upon the election at such meeting by the holders of shares of Series B Preferred Stock and each Other Series of Preferred Stock,
voting as a class, of the Special Director or Directors they are entitled so to elect, the persons so elected, together with such
persons as may be directors or as may have been elected as directors by the holders of all shares (including Series B Preferred
Stock) otherwise entitled to vote for directors, shall constitute the duly elected directors of the Corporation. Each Special
Director so elected by holders of shares of Series B Preferred Stock and each Other Series of Preferred Stock, voting as a class,
shall serve until the next annual meeting or until their respective successors shall be elected and qualified, or if any such
Special Director is a member of a class of directors under provisions dividing the directors into classes, each such Special Director
shall serve until the annual meeting at which the term of office of such Special Director's class shall expire or until such Special
Director's successor shall be elected and shall qualify, and at each subsequent meeting of shareholders at which the directorship
of any Special Director is up for election, said special class voting rights shall apply in the reelection of such Special Director
or in the election of such Special Director's successor; provided, however, that whenever the holders of shares of Series B Preferred
Stock and each Other Series of Preferred Stock shall be divested of the special rights to elect one or more Special Directors
as above provided, the terms of office of all persons elected as Special Directors, or elected to fill any vacancies resulting
from the death, resignation, or removal of Special Directors shall forthwith terminate (and the number of directors shall be reduced
accordingly).


 


(iv)
If, at any time after a special meeting of shareholders or an annual meeting of shareholders at which the holders of shares of
Series B Preferred Stock and each Other Series of Preferred Stock, voting as a class, have elected one or more Special Directors
as provided above, and while the holders of shares of Series B Preferred Stock and each Other Series of Preferred Stock shall
be entitled so to elect one or more Special Directors, the number of Special Directors who have been so elected (or who by reason
of one or more resignations, deaths or removals have succeeded any Special Directors so elected) shall by reason of resignation,
death or removal be reduced the vacancy in the Special Directors may be filled by any one or more remaining Special Director or
Special Directors. In the event that such election shall not occur within 30 days after such vacancy arises, or in the event that
there shall not be incumbent at least one Special Director, the Chairman of the Board, President, or Chief Executive Officer of
the Corporation may, and upon the written request of the holders of record of 10% or more in number of the shares of Series B
Preferred Stock and each Other Series of Preferred Stock then outstanding addressed to the Secretary at the principal office of
the Corporation shall, call a special meeting of the holders of shares of Series B Preferred Stock and each Other Series of Preferred
Stock so entitled to vote, for an election to fill such vacancy or vacancies, to be held within 60 days after such call and at
the place and upon the notice provided by law and in the Code of Regulations for the holding of meetings of shareholders; provided,
however, that the Chairman of the Board, President, or Chief Executive Officer shall not be required to call such special meeting
in the case of any such request received less than 90 days before the date fixed for any annual meeting of shareholders, and if
in such case such special meeting is not called, the holders of shares of Preferred Stock so entitled to vote shall be entitled
to fill such vacancy or vacancies at such annual meeting. If any such special meeting required to be called as above provided
shall not be called by the Chairman of the Board, President, or Chief Executive Officer within 30 days after receipt of any such
request, then the holders of record of 10% or more in number of the shares of Series B Preferred Stock and each Other Series of
Preferred Stock then outstanding may designate in writing one of their number to call such meeting, and the person so designated
may, at the expense of the Corporation, call such meeting to be held at the place and upon the notice above provided, and for
that purpose shall have access to the stock books of the Corporation; no such special meeting and no adjournment thereof shall
be held on a date later than 60 days before the annual meeting of shareholders.


 



    	A-6



    	 



    



(d)
Nothing herein shall prevent the directors or shareholders from taking any action to increase the number of authorized shares
of Series B Preferred Stock, or increasing the number of authorized shares of Preferred Stock of the same class as the Series
B Preferred Stock or the number of authorized shares of Common Stock, or changing the par value of the Common Stock or Preferred
Stock, or issuing options, warrants or rights to any class of stock of the Corporation as authorized by the Second Amended and
Restated Articles of Incorporation of the Corporation, as they may hereafter be amended.


 


(e)
Except as set forth herein, holders of shares of Series B Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote as set forth in the Second Amended and Restated Articles
of Incorporation of the Corporation or by law) for taking any corporate action.


 


		3.	Certain Restrictions.



 


(a)
Whenever any dividends or other distributions payable on the Series B Preferred Stock as provided in paragraph 1 hereof are in
arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series
B Preferred Stock outstanding shall have been paid in full, the Corporation shall not, directly or indirectly:


 


(i)
declare or pay dividends on, or make any other distributions with respect to, any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;


 


(ii)
declare or pay dividends on, or make any other distributions with respect to, any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably
on shares of the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then entitled;


 


(iii)
redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or


 


(iv)
purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity
with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among the respective series or classes.


 



    	A-7



    	 



    



(b)
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration, directly
or indirectly, any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this paragraph 3, purchase
or otherwise acquire such shares at such time and in such manner.


 


4.
Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of preferred stock, without designation as to series, and may be reissued as part of any
series of preferred stock created by resolution or resolutions of the Board of Directors (including Series B Preferred Stock),
subject to the conditions and restrictions on issuance set forth herein.


 


5.
Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made to:


 


(a)
the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series
B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received the greater of
(i) $1.00 per share ($0.001 per one one-hundredth of a share), plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock; or


 


(b)
the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with
the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all other such parity stock
in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or
winding up.


 


In
the event that the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then and in each such event, the aggregate amount to which the holder
of each share of Series B Preferred Stock was entitled immediately prior to such event under the proviso in clause (a) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event, and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.


 



    	A-8



    	 



    



6.
Consolidation, Merger, etc. In the event that the Corporation shall enter into any consolidation, merger, combination
or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, or otherwise changed, then and in each such event, the shares of Series B Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. In the event that the Corporation shall at any
time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then and in each such event, the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


 


7.No
Redemption. The shares of Series B Preferred Stock shall not be redeemable. Notwithstanding the foregoing, the Corporation
may acquire shares of Series B Preferred Stock in any other manner permitted by law or the Second Amended and Restated Articles
of Incorporation of the Corporation.


 


8.
Rank. Unless otherwise provided in the Second Amended and Restated Articles of Incorporation of the Corporation or
an amendment of the Articles of Incorporation relating to a subsequent series of preferred stock of the Corporation, the Series
B Preferred Stock shall rank junior to all other series of the Corporation's preferred stock as to the payment of dividends and
the distribution of assets on liquidation, dissolution or winding up, and senior to the Common Stock of the Corporation.


 


9.Amendment.
The Second Amended and Restated Articles of Incorporation of the Corporation shall not be amended in any manner that would materially
and adversely alter or change the powers, preferences or special rights of the Series B Preferred Stock without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, voting together as a single
series.


 


10.
Fractional Shares. Series B Preferred Stock may be issued in fractions of a share (in one one-hundredths (1/100) of
a share and integral multiples thereof) that shall entitle the holder thereof, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of holders
of shares of Series B Preferred Stock.


 


 



    	A-9



    	 



    



 


EXHIBIT B


 


 


FORM OF


 


RIGHT CERTIFICATE


 


 


Certificate No. R-___________ Rights


 


 


NOT EXERCISABLE AFTER JUNE 7, 2017, OR
EARLIER IF REDEEMED OR EXCHANGED. THE RIGHTS ARE SUBJECT TO EXPIRATION, REDEMPTION AND EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY CERTAIN PERSONS OR ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.


 


Right Certificate


 


ROCKY BRANDS, INC.


 


 


This certifies that
______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms and conditions of a Rights Agreement (the “Rights Agreement”) dated as of June
11, 2009, as amended on June 7, 2012, by and between Rocky Brands, Inc., an Ohio corporation (the “Company”), and Computershare
Trust Company, N.A. (the “Rights Agent”), to purchase from the Company at any time prior to the earlier of the Redemption
Date (as such term is defined in the Rights Agreement) or 5:00 o’clock p.m., eastern time, on the Expiration Date (June 7,
2017), unless the Distribution Date (as defined in the Rights Agreement) shall have occurred on or prior to such date and the Rights
shall have separated from the Common Shares, in which case the Expiration Date is the date that is the third anniversary of the
Distribution Date), at the office or agency of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth
of a fully paid and nonassessable share of Series B Junior Participating Cumulative Preferred Stock, no par value, of the Company
(a “Preferred Share”) or, in certain circumstances, other securities or other property, at a purchase price of $40.00
(Forty dollars) per one one-hundredth of a Preferred Share (the “Exercise Price”), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase, including Certificate, on the reverse side hereof completed and
duly executed, with signature guaranteed.


 


The number of Rights
represented by this Right Certificate and the Exercise Price set forth above are the number of Rights and the Exercise Price as
of June 7, 2012, based upon the Preferred Shares as constituted on such date. As provided in the Rights Agreement, the Exercise
Price and the number of Preferred Shares or other securities or other property that may be purchased upon the exercise of the Rights
represented by this Right Certificate are subject to modification and adjustment upon the occurrence of certain events.


 



    	B-1



    	 



    



The Rights Agreement
contains a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company
and the holders of Right Certificates. This Right Certificate is subject to all the terms and conditions of the Rights Agreement,
which terms and conditions are hereby incorporated herein by reference and made a part hereof. Copies of the Rights Agreement are
on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent.


 


This Right Certificate,
with or without other Right Certificates, upon presentation and surrender at the above-mentioned offices of the Rights Agent, with
the Form of Assignment, including Certificate, on the reverse side hereof completed and duly executed, with signature guaranteed,
may be exchanged for another Right Certificate or Right Certificates of like tenor and date representing Rights entitling the holder
thereof to purchase a like aggregate number of Preferred Shares or, in certain circumstances, other securities or other property,
as the Rights represented by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase.
If this Right Certificate shall be exercised in part, the holder shall be entitled to receive, upon the surrender hereof with the
Form of Election to Purchase, including Certificate, on the reverse side hereof completed and duly executed, with signature guaranteed,
another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the
Rights Agreement, the Rights represented by this Right Certificate may be redeemed by the Company, at its option, at a redemption
price of $0.001 per Right or, upon the occurrence of certain events, the Company, at its option, may exchange such Rights for fully
paid and nonassessable shares of Common Stock, no par value, of the Company at an exchange ratio equal to one Common Share per
Right on such date.


 


No fractional securities
shall be issued upon the exercise of any Right or Rights represented hereby (other than fractions of Preferred Shares that are
integral multiples of one one-hundredth of a Preferred Share, that may, at the option of the Company, be represented by depository
receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement.


 


No holder of this Right
Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares
or other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained herein
be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, until the Right or Rights represented by this Right Certificate shall
have been exercised as provided in the Rights Agreement.


 



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This Right Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.


 


WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal. Dated as of _______________________, ____.


 





	Attest: 	 	Rocky Brands, Inc.
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	Curtis A. Loveland	 	Name:	David N. Sharp
	Title:	Secretary	 	Title:	Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	Countersigned:	 	 	 
	 	 	 	 	 



 


	Computershare Trust Company, N.A.	 	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 







 


 



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FORM OF REVERSE SIDE OF RIGHT CERTIFICATE


 


FORM OF ASSIGNMENT


(To be
executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate)


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto   (Name, address and social security or other identifying
number of transferee)   ( ) of the Rights represented by this Right Certificate, together with all right,
title and interest in and to said Rights, and hereby irrevocably constitutes and appoints   attorney to transfer said Rights
on the books of Rocky Brands, Inc. with full power of substitution.


 





	Dated:  	 	 	                                                             
		 	 	(Signature)







 


Medallion Signature Guaranteed:


  


FORM OF ELECTION TO PURCHASE


(To be
executed by the registered holder if such holder desires to exercise any or all of the Rights represented by this Right Certificate)


 


To ROCKY BRANDS, INC.:


 


The undersigned hereby irrevocably elects
to exercise ___________________________ (_____________) of the Rights represented by this Right Certificate to purchase the following:


 


(Check one of the following boxes)


 


		o	The Preferred Shares or other securities or property issuable upon the exercise of said number
of Rights pursuant to Section 7(c) of the Rights Agreement.



 


		o	The shares of the Common Stock, no par value, of the Company, or other securities or property issuable
upon the exercise of said number of Rights pursuant to Section 11(a)(ii) of the Rights Agreement.



 


		o	The securities issuable upon the exercise of said number of Rights pursuant to Section 13(a) of
the Rights Agreement.



 


The undersigned hereby requests that any
such property and a certificate for any such securities be issued in the name of and delivered to:  _____________________________


(Name, address
and social security or other identifying number of issuee)


  


 


 



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The undersigned hereby further requests
that if said number of Rights shall not be all the Rights represented by this Right Certificate, a new Right Certificate for the
remaining balance of such Rights be issued in the name of and delivered to: __________________________________________________________


(Name, address and social security or other identifying
number of issuee)


 











	Dated:  	 	 	                                                             
		 	 	(Signature)







  


Signature Guaranteed:


 


Certificate


(to be completed, if true)


 


The undersigned hereby certifies that the
Rights represented by this Right Certificate are not Beneficially Owned by a 20% Shareholder or an Affiliate or Associate of a
20% Shareholder (as such capitalized terms are defined in the Rights Agreement).


 


 











	Dated:  	 	 	                                                             
		 	 	(Signature)







  


Signature Guaranteed:


 


NOTICE


 


The signatures to the foregoing Assignment
and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a member firm of a registered
national securities exchange, a member of FINRA, or a commercial bank or trust company having an office or correspondent in the
United States.


 


In the event that the foregoing Certificate
is not duly executed, with signature guaranteed, the Company may deem the Rights represented by this Right Certificate to be Beneficially
Owned by a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder (as such capitalized terms are defined in the Rights
Agreement), and not issue any property or certificate for securities upon the exercise of this Right Certificate or issue any new
Right Certificate for any remaining balance of unexercised Rights represented by this Right Certificate.


 


 






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