Exhibit 10.28


 


ROCKY BRANDS,
INC.


 


EMPLOYMENT
AGREEMENT


 


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


 


Recitals


 


A.          Rocky Brands,
Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designing, manufacturing and
marketing high quality men’s and women’s footwear, apparel, and accessories and, in connection with its business, the
Company develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires
to protect.


 


B.          You are currently
employed as an executive officer of the Company and/or one or more of its subsidiaries.


 


C.          The Company considers
your continued services to be in the best interest of the Company and desires, through this Agreement, to assure your continued
services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event
of an attempt to obtain control of the Company.


 


D.          You are willing
to remain in the employ of the Company on the terms set forth in this Agreement.


 


Agreement


 


NOW, THEREFORE, the
parties agree as follows:


 


1.           Consideration.
As consideration for you entering into this Agreement and your willingness to remain bound by its terms, the Company shall employ
you, provide you access to certain Confidential Information as defined in this Agreement, and provide you other valuable consideration
as specified in this Agreement, including the compensation and benefits as set forth in Sections 3 and 4, respectively, of this
Agreement.


 


2.           Employment.


 


(a) Position.
You will be employed as the President, Rocky Brands International LLC, reporting to the Chief Executive Officer of the Company.
You shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised
by persons employed in similar executive capacities. If elected to other offices of the Company, you will also serve in such capacities.


 




    	 



    	 



    

 


(b)  Restricted
Employment. While employed by the Company, you shall devote your full business time and attention and your best efforts
to the business of the Company and exercise the highest degree of loyalty and care with respect to the affairs of the Company,
discharging your duties competently, diligently and effectively. You will not engage in any outside employment or consulting work
without first securing the approval of the Company’s Board of Directors. The foregoing shall not preclude you from serving
on civic or charitable boards or committees or managing personal investments, so long as such activities do not interfere with
the performance of your responsibilities hereunder or violate the other provisions of this Agreement. You shall not serve on the
board of any for-profit corporation or entity without the prior consent of the Company’s Board of Directors. You further
agree to comply fully with all policies and practices of the Company as are from time to time in effect.


 


3.           Compensation.


 


(a)         Your compensation
will be at an annual base rate of $198,000 as of January 1, 2014 (“Basic Salary”), payable in accordance with the normal
payroll practices of the Company. Your Basic Salary may be increased from time to time by the Board of Directors of the Company.
Your Basic Salary may also be decreased from time to time by the Board of Directors by up to 20% of your Basic Salary in effect
at that time, but only if the salaries of all other executive officers of the Company with similar agreements have similar decreases
of their base salaries in effect at the time.


 


(b)         You will be eligible
to participate in annual incentive or bonus programs and to receive restricted stock and stock option awards with respect to the
common stock of the Company as shall be determined by the Board of Directors of the Company in its discretion and pursuant to the
terms of plans adopted by the Board of Directors of the Company from time to time.


 


(c)         Subject to applicable
Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance
of your duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company.


 


4.           Fringe
Benefits. You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance
with their terms as from time to time amended, that the Company maintains during your employment and which are made generally available
to all other management employees in like positions. This includes a 401(k) and profit sharing plan.


 


5.           Confidential
Information.


 


(a)         As used throughout
this Agreement, the term “Confidential Information” means any information you acquire during employment by the Company
(including information you conceive, discover or develop) which is not readily available to the general public and which relates
to the business, including research and development projects, of the Company, its subsidiaries or its affiliated companies.


 




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(b)         Confidential Information
includes, without limitation, information of a technical nature (such as trade secrets, inventions, discoveries, product
requirements, designs, software codes and manufacturing methods), matters of a business nature (such as customer lists, the identities
of customer contacts, information about customer requirements and preferences, the terms of the Company's contracts with its customers
and suppliers, and the Company's costs and prices), personnel information (such as the identities, duties, customer contacts, skills,
and personnel data of the Company's employees) and other financial information relating to the Company and its customers (including
credit terms, methods of conducting business, computer systems, computer software, and strategic marketing, sales or other business
plans). Confidential Information may or may not be patentable.


 


(c)         Confidential Information
does not include information which you learned prior to employment with the Company from sources other than the Company,
information you develop after employment from sources other than the Company's Confidential Information or information which is
readily available to persons with equivalent skills, training and experience in the same fields or fields of endeavor as you. You
must presume that all information that is disclosed or made accessible to you during employment by the Company is Confidential
Information if you have a reasonable basis to believe the information is Confidential Information or if you have notice that the
Company treats the information as Confidential Information.


 


(d)         Except in conducting
the Company's business, you shall not at any time, either during or following your employment with the Company, make use of, or
disclose to any other person or entity, any Confidential Information unless (i) the specific information becomes public from a
source other than you or another person or entity that owes a duty of confidentiality to the Company, and (ii) 12 months have passed
since the specific information became public. However, you may discuss Confidential Information with employees of the Company when
necessary to perform your duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent jurisdiction
to disclose Confidential Information, you will officially advise the Court that you are under a duty of confidentiality to the
Company hereunder, take reasonable steps to delay disclosure until the Company may be heard by the Court, give the Company prompt
notice of such Court order, and if ordered to disclose such Confidential Information you shall seek to do so under seal or in camera
or in such other manner as reasonably designed to restrict the public disclosure and maintain the maximum confidentiality of such
Confidential Information.


 


(e)         Upon termination
of your employment with the Company for any reason, or otherwise upon the demand of the Board of Directors of the Company, you
shall deliver to the Company all originals and copies of any notes, documents, computer data (however stored including such data
on your personal digital assistant device or personal computer) and records of any kind that reflect or relate to any Confidential
Information. As used herein, the term “notes” means written or printed words, symbols, pictures, numbers or formulae.


 




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6.           Inventions.


 


(a)         As used throughout
this Agreement, the term “Inventions” means any inventions, improvements, designs, plans, discoveries or innovations
of a technical or business nature, whether patentable or not, relating in any way to the Company's business or contemplated business
if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions includes all data,
records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following
termination of your employment with the Company shall be presumed to have been conceived during your employment.


 


(b)         Inventions are
the Company's exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of
any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide
any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any
form of legal protection that the Company desires in connection with an Invention.


 


(c)         Upon termination
of your employment with the Company for any reason, or otherwise upon the demand of the Board of Directors of the Company, you
shall deliver to the Company all copies of and all notes with respect to all documents or records of any kind that relate to any
Inventions.


 


7.           Noncompetition
and Nonsolicitation.


 


(a)         By entering into
this Agreement, you acknowledge that Confidential Information has been and will be developed and acquired by the Company by means
of substantial expense and effort, that the Confidential Information is a valuable asset of the Company, that the disclosure of
Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company and
its business, and that any customers of the Company developed by you or others during your employment are developed on behalf of
the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential
Information concerning the Company's customers, and its technical, manufacturing, sales, marketing, logistical, financial, personnel
and business plans, disclosure or misuse of which would irreparably injure the Company.


 


(b)         In exchange for
the consideration specified in Sections 1, 3 and 4 of this Agreement — the adequacy of which you expressly acknowledge —
you agree that during your employment by the Company and for a period of (1) 12 months following the termination of your employment
with the Company for any reason, in the cases of Sections 7(b)(i)-(iii) below (the “Nonsolicitation Period”), and (2)
six months following the termination of your employment with the Company for any reason, in the case of Section 7(b)(iv) below
(the “Noncompetition Period”), you shall not, whether directly or indirectly, alone or in conjunction with another
party, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:


 




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(i)          Interfere
with or harm, or attempt to interfere with or harm, the relationship of the Company with any person who is an employee, customer,
product or services supplier, independent contractor, or business agent or partner of the Company;


 


(ii)         Contact
any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company
for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies
or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting
employees, executives or officers;


 


(iii)        Recruit
or hire, or attempt to recruit or hire, any person who is an employee of the Company, or was an employee of the Company within
the prior six months, if such employee or former employee was primarily engaged in a sales, marketing or customer relationship
position with the Company or has (or if a former employee had at the time of leaving the Company) a base annual salary rate with
the Company in excess of $75,000; or


 


(iv)       Engage
as an individual, employee, consultant, officer, partner, manager or otherwise in any of the same or substantially similar activities,
duties, or responsibilities in the line of business or relating to the line of business that you had responsibility for while an
employee of the Company, for any other company that competes with such line of business of the Company, including any of the companies
listed on Exhibit A attached hereto or their successors; provided, however, that your “beneficial ownership,”
either individually or as a member of a “group” as such terms are used in Rule 13d of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the
voting stock of any publicly held corporation, shall not be a violation of this Agreement.


 


8.           Termination
of Employment.


 


(a)         Termination
Upon Death or Disability. Your employment will terminate automatically upon your death. The Company is entitled to terminate
your employment because of your disability upon 30 days’ written notice to you. “Disability” will mean “total
disability” as defined in the Company’s long term disability plan at the time such notice is given, or if the Company
does not have such a policy at the time of determination then it will mean your inability to perform your regular job responsibilities
for more than 180 days in any one year period. In the event of a termination under this Section 8(a), the Company will pay you
only the earned but unpaid portion of your Basic Salary through the termination date.


 


Following a termination
for Disability by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company’s
determination of Disability to arbitration in Nelsonville, Ohio before a single arbitrator under the commercial arbitration rules
of the American Arbitration Association. If the arbitrator determines that the termination was other than for Disability, the Company’s
sole liability to you will be the amount that would be payable to you under Section 8(d) of this Agreement for a termination of
your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.


 




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(b)         Termination
by Company for Cause.   The Company is entitled to terminate your employment for “Cause” by giving
you written notice of such termination. As used in this Agreement, the term “Cause” shall mean that you have committed
or engaged in any one or more of the following:


 


(i)          Commission
of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds
or any property of the Company;


 


(ii)         Engagement
in activities or conduct clearly injurious to the best interests or reputation of the Company;


 


(iii)        Willful
and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness
or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically
identifies the manner in which the Board believes that you have not substantially performed your duties;


 


(iv)       Illegal
conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the
Company;


 


(v)        The
clear violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you
may from time to time have with the Company (following 30 days’ written notice from the Company specifying the violation
and your failure to cure such violation within such 30-day period);


 


(vi)       The
clear violation of the Company's code of business conduct or the clear violation of any other rules of behavior as may be provided
in any employee handbook which would be grounds for dismissal of any employee of the Company; or


 


(vii)      Commission
of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with
your employment by the Company.


 


No act or
failure to act shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without
reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based
upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company,
shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.


 


In the event of a termination
under this Section 8(b), the Company will pay you only the earned but unpaid portion of your Basic Salary through the termination
date.


 




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Following a termination
for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company’s determination
of Cause to arbitration in Nelsonville, Ohio before a single arbitrator under the commercial arbitration rules of the American
Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company’s sole liability
to you will be the amount that would be payable to you under Section 8(d) of this Agreement for a termination of your employment
by the Company without Cause. Each party will bear his or its own expenses of the arbitration.


 


(c)         Termination
by You. If you choose to terminate your employment with the Company for any reason, you must provide the Company with 60 days’
advance written notice and agree to continue working for the Company during the 60-day notice period; provided, however, that upon
receipt of such notice of termination the Company may restrict your access to the Company’s offices, employees, customers,
suppliers, properties, and Confidential Information during the 60-day notice period or may agree with you that your termination
date will be prior to the end of the 60-day notice period. In the event of a termination under this paragraph, the Company’s
sole obligation hereunder will be to pay you the earned but unpaid portion of your Basic Salary through the termination date of
your employment, which termination date will not be deemed to be earlier than 30 days after the date on which you provide the Company
with your written notice of termination.


 


(d)         Termination
by Company Without Cause. The Company may terminate your employment without Cause by giving you 30 days’ advance written
notice of such termination; provided, however, the Company may elect to restrict your access to the Company’s offices, employees,
customers, suppliers, properties, and Confidential Information during the 30-day notice period. In the event of a termination without
Cause hereunder, the Company’s sole obligation shall be to pay, maintain or reimburse you the items enumerated in (i) to
(iii) below, which obligation shall be effective only upon your prior execution and delivery to the Company of a release (and the
expiration of any period during which you could lawfully revoke or rescind such release) of any and all claims by you against the
Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure
to pay or provide to you the items enumerated below:


 


(i) The Company will
pay you the earned but unpaid portion of your Basic Salary and any earned bonus for a bonus period that was completed prior to
the date of termination of your employment.


 


(ii) The Company
will continue to pay you your Basic Salary for an additional six months after the date of termination of your employment (the “Severance
Period”) minus (A) any deductions required by law for taxes or otherwise, and (B) 50% of your Basic Salary if you become
employed or self-employed during the Severance Period. You agree to immediately inform the Company if you accept employment or
begin self-employment during the Severance Period so that the Company can make the appropriate deductions. Any such payments will
immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof;
or (B) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the
Company Cause, as defined in Section 8(b), to terminate your employment;


 




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(iii) The Company will
pay you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance
of the Company and which is in effect at the time of your termination but which provides that you must be employed beyond the date
of your termination to earn the bonus. Such Pro-Rated Bonus, if any, will be paid at the same time and in the same form that other
similarly situated Company employees are paid under the same bonus plan, except that your payment will be ratably reduced to reflect
that you did not remain employed during the entire bonus period. The “Pro-Rated Bonus” means the bonus that would have
been payable to you had you remained employed by the Company throughout the bonus period and based on the actual performance of
the Company for the entire bonus period, pro-rated by multiplying such amount by a fraction, the numerator of which is the number
of days during the bonus period which occurred prior to the date of your termination of employment, and the denominator of which
is the number of days in the bonus period (e.g., 365 days for an annual bonus plan, 182.5 days for a semi-annual bonus plan, etc.).
The Pro-Rated Bonus will not include any amount for a bonus plan, if any, that is based on individual performance criteria or financial
performance criteria other than the Company’s overall financial performance.


 


(e)         Suspension
of Noncompetition Periods. The Nonsolicitation and Noncompetition Periods described in Section 7 of this Agreement shall be
suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to
the Company for your failure to comply with Section 7, the Nonsolicitation and Noncompetition Periods shall begin again on the
date such injunctive relief is granted.


 


(f)          Waiver of Noncompetition
Provision. In the event that the Company terminates your employment in the manner described in Section 8(d), Termination by
Company Without Cause, at any time during the Noncompetition Period you may make a written request to the Company’s Chief
Executive Officer for a waiver of the Noncompetition Period and the covenants contained in Section 7(b)(iv). Such request will
be given reasonable consideration and will be granted, in whole or in part, or denied at the absolute discretion of the Company’s
Board of Directors. If a waiver is granted, as of the date of the waiver, payments of the severance amounts provided in Section
8(d)(i)-(iii) will cease. Notwithstanding the foregoing, the Nonsolicitation Period and the covenants contained in Section 7(b)(i)-(iii)
will remain in full force and effect until expiration of the Nonsolicitation Period.


 


(g)         No Limitation
on Certain Obligations. Except as set forth in Section 8(f) above, nothing contained in this Section 8 shall be construed as
limiting your obligations under Sections 5, 6, or 7 of this Agreement concerning Confidential Information, Inventions, or Noncompetition
and Nonsolicitation.


 




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(h)         Code Section 409A. You
and the Company desire to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in
accordance with the transition rules applicable under IRS Notice 2007-86 and Final Regulations issued under Section 409A of the
Code. Therefore, notwithstanding any provision of this Agreement to the contrary, if the Company determines that you are a “specified
employee” as defined in Section 409A of the Code or any guidance promulgated thereunder (“Code Section 409A”),
you shall not be entitled to any payments under Section 8 of this Agreement upon termination of your employment with the Company
for any reason that otherwise would cause you to incur any additional tax or interest under Code Section 409A, until the earlier
of (i) the date which is six months after the date of such termination, or (ii) the date of your death. If any provision of this
Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional
tax or interest under Code Section 409A, the Company shall, after consulting with you and receiving your approval (which shall
not be unreasonably withheld), reform such provision in such a manner as shall not cause you to incur any such tax or interest.


 


9.           Remedies; Venue; Process.


 


(a)         You hereby acknowledge
and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique
and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently
the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other
equitable relief to prevent or cease a breach of Sections 5, 6, or 7 of this Agreement without further proof of harm and entitlement;
that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your
vocation; and further, that the Company may cease paying any compensation and benefits under Section 8 if you fail to comply with
this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing
party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal
fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including
appellate proceedings) concerning a breach of this Agreement.


 


(b)         Except as otherwise
specifically provided in of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this
Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Court
of Common Pleas of Athens County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any
jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Sections 5, 6, or 7 of this
Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process
required by any such court shall constitute valid and lawful service of process against them, without the necessity for service
by any other means provided by statute or rule of court.


 


10.         Exit Interview.
Prior to termination of your employment with the Company for any reason, you shall attend an exit interview if desired by the Company
and shall, in any event, inform the Company at the earliest possible time of the identity of your future employer and of the nature
of your future employment.


 




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11.         No Waiver.
Any failure by the Company to enforce any provision of this Agreement shall not in any way affect the Company's right to enforce
such provision or any other provision at a later time.


 


12.         Saving.
If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision
of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if
any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such
provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted
by law.


 


13.         No Limitation.
You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause
in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust,
confidence and ethical duty imposed on you by law.


 


14.         Notices.
Notices and all other communications under this Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or upon receipt if overnight
delivery service or facsimile is used, addressed as follows:


 


To You:


 


Gary Adam


8976 Winding Creek
Way


Pickerington, OH
43147


 


To the Company:


 


Rocky Brands, Inc.


39 East Canal Street


Nelsonville, OH
45764


or


Fax: 740-753-5500


 


Attention: Chief
Executive Officer


 


15.         Governing
Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference
to its choice of law rules.


 


16.         Final
Agreement. This Agreement replaces any existing agreement between you and the Company relating to the same subject matter
and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.


 




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17.         Further
Acknowledgments. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT,
THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY.


 


	 	ROCKY BRANDS, INC.
	 	 
	 	By: 	/s/ David Sharp
	 	 	David Sharp
	 	 	President and Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	 	/s/ Gary Adam
	 	 	Gary Adam


 




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Rocky Brands, Inc.


 


Exhibit A to Employment Agreement with
Gary Adam


 


Lacrosse


 


Wolverine World Wide


 


Timberland


 


Red Wing


 


Ariat


 


H.H. Brown


 




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