exv4w3



 







Exhibit 4.3




     THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN
REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE
SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.



     SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.
EASTERN TIME ON ______ ___, 2010 (the “EXPIRATION DATE”).



No. __________




BAKERS FOOTWEAR GROUP, INC.




WARRANT TO PURCHASE _______ SHARES OF

COMMON STOCK




     For
VALUE RECEIVED, ___ (“Warrantholder”), is entitled to purchase, subject
to the provisions of this Warrant, from Bakers Footwear Group, Inc., a Missouri corporation
(“Company”), at any time beginning ______ ___, 2005 [insert 180th day following the
Closing Date] and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above)
(the “Exercise Period”), at an exercise price per share initially equal to $[___] [i.e., insert
the greater of (I) $10.01 and (II) the market price, as determined in accordance with the rules of
the NASDAQ Stock Market, on the Signing Date] (the exercise price in effect being herein called the
“Warrant Price”), ___ shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.0001
per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time as described herein.



     Section 1. Registration. The Company shall maintain books for the transfer and
registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue
and register the Warrant in the name of the Warrantholder. The Company may deem and treat the
registered holder of the Warrant as the absolute owner hereof for the purpose of any exercise or
any distribution to such holder and for all other purposes, absent actual notice to the contrary.



     Section 2. Transfers. As provided herein, this Warrant may be transferred only
pursuant to a registration statement filed under the Securities Act of 1933, as amended (the
“Securities Act”), or an exemption from such registration. Subject to such restrictions, the
Company shall transfer this Warrant from time to time upon the books to be maintained by the
Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by
appropriate instructions for transfer and such other documents as may be reasonably required by the
Company, including, if required by the Company, an opinion of its



 









 





counsel to the effect that such transfer is exempt from the registration requirements of the
Securities Act, to establish that such transfer is being made in accordance with the terms hereof,
and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.




     Section 3. Exercise of Warrant. (a) Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time during the Exercise Period
upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form
attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares
then being purchased, to the Company during normal business hours on any business day at the
Company’s principal executive offices (or such other office or agency of the Company as it may
designate by notice to the Warrantholder), or in the event of a cashless exercise permitted
pursuant to Section 3(b) below, with the Net Issue Election Notice attached hereto as Appendix
B duly executed and completed. The Warrant Shares so purchased shall be deemed to be issued to
the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered (or the
Warrantholder shall have delivered evidence of loss, theft or destruction thereof and security or
indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed
Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement (or Net Issue
Election Notice), shall be delivered to the Warrantholder within a reasonable time, not exceeding
three (3) business days, after this Warrant shall have been so exercised. The certificates so
delivered shall be in such denominations as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be designated by the
Warrantholder. If this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the Warrantholder a new Warrant representing the number of shares with respect to which
this Warrant shall not then have been exercised. As used herein, “business day” means a day, other
than a Saturday or Sunday, on which banks in New York City are open for the general transaction of
business.



          (b) In addition to and without limiting the rights of the Warrantholder hereof under the terms
of this Warrant, if a registration statement covering the Warrant Shares has not been declared
effective by the Securities and Exchange Commission by ______ ___, 2006 (the “One Year
Anniversary Date”) or, if after the One Year Anniversary Date, sales of Warrant Shares cannot be
made pursuant to such effective registration statement for any reason (other than during the period
of an Allowed Delay (as defined in the Registration Rights Agreement (as defined in Section 10
hereof)) or the Warrantholder’s inability to sell any Warrant Shares due to market conditions) and
such Warrant Shares are not eligible for sale by the Warrantholder pursuant to Rule 144(k) of the
Securities Act, then the Warrantholder may elect to receive, without the payment by the
Warrantholder of the Warrant Price, Warrant Shares equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant (or such portion of this Warrant being so
exercised) together with the Net Issue Election Notice annexed hereto as Appendix B duly
executed and completed, at the office of the Company, or such other office or agency of the Company
as it may reasonably designate by written notice to the Warrantholder,



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during normal business hours on any business day. Thereupon, the Company shall issue to the
Warrantholder such number of fully paid, validly issued and nonassessable Warrant Shares, as is
computed using the following formula:




X= Y(A-B)

A




where




                    X = the number of shares of Common Stock to be issued to the Warrantholder (or such other
person or persons as directed by the Warrantholder, subject to compliance with all applicable laws)
upon such exercise of the rights under this Section 3(b)



                    Y = the total number of shares of Common Stock covered by this Warrant which the Warrantholder
has surrendered for cashless exercise



                    A = the Market Price of one share of Common Stock on the date that the Warrantholder delivers
the Net Issue Election Notice to the Company as provided herein



                    B = the Warrant Price in effect under this Warrant on the date that the Warrantholder delivers
the Net Issue Election Notice to the Company as provided herein



          (c) Notwithstanding anything herein to the contrary, in no event shall the Warrantholder be
entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon
exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the
Warrantholder and its Affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Warrantholder subject to a
limitation on conversion analogous to the limitations contained herein) and (2) the number of
shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to
which the determination of this proviso is being made, would result in beneficial ownership by the
Warrantholder and its Affiliates of more than 9.99% of the then outstanding shares of Common Stock.
As used herein, the term “Affiliate” means any person or entity that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a
person or entity, as such terms are used in and construed under Rule 144 under the Securities Act.
For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The
Warrantholder may waive the limitations set forth herein by sixty-one (61) days written notice to
the Company.



     Section 4. Compliance with the Securities Act of 1933. Except as provided in the
Purchase Agreement, dated March ___, 2005 (the “Purchase Agreement”), among the Company and the
Investors named therein, the Company may cause the legend set forth on the first page of this
Warrant to be set forth on each Warrant or similar legend on any security issued or issuable



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upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.




     Section 5. Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant;
provided, however, that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issuance or delivery of any certificates for
Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver any certificate for
Warrant Shares or any Warrant until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company’s reasonable satisfaction that such tax has
been paid. The Warrantholder shall be responsible for income taxes due under federal, state or
other law, if any such tax is due.



     Section 6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated,
lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon
cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost,
stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant
Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant,
reasonable indemnity or bond with respect thereto, if requested by the Company.



     Section 7. Reservation of Common Stock. The Company hereby represents and warrants
that there have been reserved, and the Company shall at all applicable times keep reserved until
issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares
of Common Stock, sufficient shares to provide for the exercise of the rights of purchase
represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise
of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares (or
proper exercise of the cashless exercise rights contained in Section 3(b) hereof), duly authorized,
validly issued, fully paid and non-assessable shares of Common Stock of the Company.



     Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8, the
Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment
from time to time as set forth hereinafter.



          (a) If the Company shall, at any time or from time to time while this Warrant is outstanding,
pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its
outstanding shares of Common Stock into a greater number of shares or combine its outstanding
shares of Common Stock into a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the Company is the
continuing corporation), then the number of Warrant Shares purchasable upon exercise of this
Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall
become effective, shall be adjusted by the Company so that the Warrantholder thereafter exercising
this Warrant shall be entitled to receive the number of shares of Common



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Stock or other capital stock which the Warrantholder would have received if this Warrant had been
exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to
reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments
shall be made successively whenever any event listed above shall occur.




          (b) If any capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which the Company is not the
survivor, or sale, transfer or other disposition of all or substantially all of the Company’s
assets to another corporation shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock,
securities or assets as would have been issuable or payable with respect to or in exchange for a
number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable
upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of the Warrant Price)
shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company
shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior
to or simultaneously with the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume the obligation to
deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of
the Company, such shares of stock, securities or assets as, in accordance with the foregoing
provisions, the Warrantholder may be entitled to purchase, and the other obligations under this
Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions.



          (c) In case the Company shall fix a payment date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or
warrants, the Warrant Price to be in effect after such payment date shall be determined by
multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the
numerator of which shall be the total number of shares of Common Stock outstanding multiplied by
the Market Price per share of Common Stock immediately prior to such payment date, less the
aggregate fair market value (as determined by the Company’s Board of Directors in good faith) of
said assets or evidences of indebtedness so distributed, or of such subscription rights or
warrants, and the denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock immediately prior to such
payment date. “Market Price” as of a particular date (the “Valuation



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Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock
exchange, the Market Price shall be the average of the closing sale price of one share of Common
Stock on such exchange on the five (5) trading days prior to the Valuation Date, provided that if
the Common Stock has not traded in the prior five (5) trading sessions, the Market Price shall be
the average closing sale price of the Common Stock in the most recent five (5) trading sessions
during which the Common Stock has traded; (b) if the Common Stock is then quoted on The Nasdaq
Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin
Board (the “Bulletin Board”) or such similar exchange or association, the Market Price shall be the
average of the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or
such other exchange or association on the five (5) trading days prior to the Valuation Date,
provided that if the Common Stock has not traded in the prior five (5) trading sessions, the Market
Price shall be the average closing sale price of the Common Stock in the most recent five (5)
trading sessions during which the Common Stock has traded; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other exchange
or association, the fair market value of one share of Common Stock as of the Valuation Date, shall
be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the
Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other
exchange or association, the Board of Directors of the Company shall respond promptly, in writing,
to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a
share of Common Stock as determined by the Board of Directors of the Company. In the event that
the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair
market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly
select an appraiser, who is experienced in such matters. The decision of such appraiser shall be
final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the
Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.




          (d) An adjustment to the Warrant Price shall become effective immediately after the payment
date in the case of each dividend or distribution referred to in (c) hereof and immediately after
the effective date of each other event referred to in (a) or (b) hereof which requires an
adjustment.



          (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock of the Company other
than shares of Common Stock, the number of such other shares so receivable upon exercise of this
Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.



     Section 9. Fractional Interest. The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant. If any fractional share of Common Stock
would, except for the provisions of the first sentence of this Section 9, be deliverable upon such
exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock
on the date of exercise.



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     Section 10. Extension of Expiration Date. If the Company fails to cause any
Registration Statement covering Registrable Securities (unless otherwise defined herein,
capitalized terms are as defined in the Registration Rights Agreement relating to the Warrant
Shares (the “Registration Rights Agreement”)) to be declared effective prior to the applicable
dates set forth therein, or if any of the events specified in Section 2(c)(ii) of the Registration
Rights Agreement occurs, and the Blackout Period (whether alone, or in combination with any other
Blackout Period) continues for more than 60 days in any 12 month period, or for more than a total
of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond
the 60-day or 90-day limits, as the case may be, that the Blackout Period continues.



     Section 11. Call Provision. Notwithstanding any other provision contained herein to
the contrary, in the event that the closing bid price of a share of Common Stock as traded on
Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or
quoted) equals or exceeds $25.00 (appropriately adjusted for any stock split, reverse stock split,
stock dividend or other reclassification or combination of the Common Stock occurring after the
date hereof) for any twenty (20) consecutive trading days commencing after the Registration
Statement (as defined in the Registration Rights Agreement) has been declared effective, the
Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the
Warrantholder within one business day immediately following the end of any such twenty (20) trading
day period, may call this Warrant, in whole but not in part, at a redemption price equal to $0.01
per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the Company
simultaneously calls all Company Warrants (as defined below) on the same terms and (ii) all of the
shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective
Registration Statement which has not been suspended and for which no stop order is in effect, and
pursuant to which the Warrantholder is able to sell such shares of Common Stock at all times during
the Notice Period or (B) no longer constitute Registrable Securities. Notwithstanding any such
notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the
end of the Notice Period. As used herein, the term “Company Warrants” means the warrants to
purchase Common Stock issued by the Company to the investors pursuant to the Purchase Agreement but
does not include any other warrants.



     Section 12. Benefits. Nothing in this Warrant shall be construed to give any person,
firm or corporation (other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of
the Company and the Warrantholder.



     Section 13. Notices to Warrantholder. Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the
Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based.
Failure to give such notice to the Warrantholder or any defect therein shall not affect the
legality or validity of the subject adjustment.



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     Section 14. Identity of Transfer Agent. The Transfer Agent for the Common Stock is
Continental Stock Transfer & Trust Co. Upon the appointment of any subsequent transfer agent for
the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the
rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a
statement setting forth the name and address of such transfer agent.



     Section 15. Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter
described on the earlier of (i) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (ii) if given by facsimile or electronic mail, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then
such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient
or (B) three (3) days after such notice is deposited in first class mail, postage prepaid, (iv) if
given by an internationally recognized overnight air courier, then such notice shall be deemed
given one business day after delivery to such carrier, and (v) upon actual receipt by the party to
whom the notice is required to be given. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company’s books and records and, if to the
Company, at the address as follows, or at such other address as the Warrantholder or the Company
may designate by ten (10) days’ advance written notice to the other:




If to the Company:




Bakers Footwear Group, Inc.

2815 Scott Avenue

St. Louis, MO 63103

Attention: Peter Edison

Fax: (314) 621-1018





With a copy to:




Bryan Cave LLP

One Metropolitan Square

211 N. Broadway Ste. 3600

St. Louis MO 63102

Attn: J. Mark Klamer

Fax: (314) 259-2020



     Section 16. Registration Rights. The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock issuable upon the
exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent
Warrantholder may be entitled to such rights.



     Section 17. Successors. All the covenants and provisions hereof by or for the benefit
of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns
hereunder.



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     Section 18. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This
Warrant shall be governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States District Court for
the Southern District of New York for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Warrant and the transactions contemplated hereby. Service of
process in connection with any such suit, action or proceeding may be served on each party hereto
anywhere in the world by the same methods as are specified for the giving of notices under this
Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of
venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably waives any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY
ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER.



     Section 19. No Rights as Stockholder. Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of
its ownership of this Warrant.



     Section 20. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the Company
and the then current Warrantholder, and such change, waiver, discharge or termination shall be
binding on all future Warrantholders. Notwithstanding the foregoing, the Registration Rights
Agreement may be amended as provided for only in the Registration Rights Agreement.



     Section 21. Section Headings. The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or
restrict the provisions hereof.



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     IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the ___ day
of ___, 2005.



	 	 	 	 
	 

	BAKERS FOOTWEAR GROUP, INC.	 
	 
	 	 	 
	

	By:	 	 
	

	Name:	 
	

	Title:	 






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APPENDIX A

BAKERS FOOTWEAR GROUP, INC.

WARRANT EXERCISE FORM




To Bakers Footwear Group, Inc.:




     The undersigned hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and
surrender of the Warrant, ___ shares of Common Stock (“Warrant Shares”) provided for
therein, and requests that certificates for the Warrant Shares be issued as follows:



	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Name	 
	 	 	 	 	 	 
	 	 	 	 	Address	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Federal Tax ID or Social Security No.	 









	 	 	 	 	 
	 

	and delivered by
	 	(certified mail to the above address, or

(electronically (provide DWAC 
	Instructions:___), or

	 
	 

	 	 	 	(other (specify):






__________________________________________).




and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise
of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise
of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s
Assignee as below indicated and delivered to the address stated below.




Dated: ___________________, ____




	 	 	 
	Note: The signature must correspond with

the name of the Warrantholder as written

on the first page of the Warrant in every

particular, without alteration or enlargement

or any change whatever, unless the Warrant

has been assigned.

	 	Signature:                                                            



                                                            

 Name (please print)



                                                            

                                                            

Address
	

	 	                                                            

Federal Identification or

Social Security No.
	 
	 	 
	

	 	Assignee:
	

	 	                                                            
	

	 	                                                            
	

	 	                                                            






 









 






APPENDIX B




Net Issue Election Notice




To: Bakers Footwear Group, Inc.




Date:[_________________________]




     The undersigned hereby elects under Section 3(b) of this Warrant to surrender the right to
purchase [___] shares of Common Stock pursuant to this Warrant and hereby requests the
issuance of [___] shares of Common Stock. The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or as otherwise
indicated below.



_________________________________________

Signature




_________________________________________

Name for Registration




_________________________________________

Mailing Address




[The Company issued warrants to the Investors on April 8, 2005, initially exercisable on October 5,
2005 at an exercise price of $10.18 per share, with an “Expiration Date of April 8, 2010”, with a
“One Year Anniversary Date” of April 8, 2006, executed by Peter A. Edison on behalf of the Company,
as follows:





	 	1.  	Warrant WI-1 to SR Capital Partners, L.P. for 8,037.50 shares of Common Stock
	 
	 	2.  	Warrant WI-2 to SR Capital Offshore, Ltd. for 54,462.50 shares of Common Stock
	 
	 	3.  	Warrant WI-3 to Harbour Holdings Ltd. for 28,125 shares of Common Stock
	 
	 	4.  	Warrant WI-4 to Skylands Special Investment LLC for 17,500 shares of Common Stock
	 
	 	5.  	Warrant WI-5 to Skylands Quest LLC for 4,375 shares of Common Stock
	 
	 	6.  	Warrant WI-6 to Pequot Scout Fund, L.P. for 53,225 shares of Common Stock
	 
	 	7.  	Warrant WI-7 to Pequot Navigator Onshore Fund, L.P. for 34,275 shares of Common Stock
	 
	 	8.  	Warrant WI-8 to Crown Investment Partners, LP for 10,000 shares of Common Stock
	 
	 	9.  	Warrant WI-9 to The Crown Advisors #5 for 2,500 shares of Common Stock
	 
	 	10.  	Warrant WI-10 to WS Opportunity Fund (QP), L.P. for 3,850 shares of Common Stock
	 
	 	11.  	Warrant WI-11 to WS Opportunity Fund, L.P. for 3,550 shares of Common Stock
	 
	 	12.  	Warrant WI-12 to WS Opportunity Fund International, Ltd. for 5,100 shares of Common Stock
	 
	 	13.  	Warrant WI-13 to Hoak Public Equities, L.P. for 25,000 shares of Common Stock]





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