0000950152-06-003886 Sample Contracts

Rocky Shoes & Boots, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • May 4th, 2006 • Rocky Shoes & Boots Inc • Footwear, (no rubber) • New York

Bearing Inspection Holdings Inc. (the “Selling Shareholder”) proposes, subject to the terms and conditions contained herein, to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 484,261 shares (the “Securities”) of Common Stock, no par value per share (the “Common Stock”), of Rocky Shoes & Boots, Inc., an Ohio corporation (the “Company”).

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