exv4w5



 











Exhibit 4.5




Exhibit 7.1(i)




LOCK-UP LETTER AGREEMENT




To Bakers Footwear Group, Inc.




Dear Sirs:




Reference is made to that certain Purchase Agreement (the “Purchase Agreement”), dated March ___,
2005, among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), and the
“Investors” party thereto relating to a proposed purchase by the Investors of up to 1,000,000
shares of the Company’s Common Stock (the “Offering”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.



In order to induce the Investors to enter into the Purchase Agreement and to consummate the
transactions contemplated therein, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the undersigned hereby agrees not to, without the prior written consent of
the Requisite Holders, during the Lock-Up Period (as defined below), directly or indirectly offer,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer
(collectively, a “Disposition”) any shares of the Company’s Common Stock or securities convertible
into or exchangeable for shares of the Company’s Common Stock (collectively, the “Company
Securities”), or enter into any swap or other agreement that transfers, in whole or in part,
directly or indirectly, the economic consequences of ownership of the Company Securities, whether
any such swap or transaction is to be settled by delivery of Company Securities, in cash or
otherwise, except that the undersigned may (i) transfer Company Securities as a bona fide gift or
gifts, provided that the donee or donees thereof agree(s) to be bound by the restrictions set forth
herein, (ii) transfer Company Securities to the undersigned’s Family Group (“Family Group” means an
individual’s spouse, ex-spouse, lineal descendants, father, mother, brother, sister or domestic
partner, whether by law or otherwise, or any grandparent, mother-in-law, father-in-law,
daughter-in-law, brother-in-law, stepchild, grandchild, step-grandchild, uncle, niece or nephew,
including adoptive relationships, and any family limited partnership, limited liability company or
trust or other fiduciary relationship solely for the benefit of such individual and/or any of the
foregoing), provided that the member of such Family Group agree(s) to be bound by the restrictions
set forth herein, (iii) transfer Company Securities by will or the laws of descent and distribution
upon the death of the undersigned to his/her executors or administrators or legal successors,
including without limitation trustee(s), or pursuant to a divorce decree or (iv) exercise


 









 





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options
to purchase the Company’s Common Stock, which options have been issued before consummation of the
Offering.



     For purposes hereof, the “Lock-Up Period” shall mean the period commencing on the date hereof
and expiring on the ninetieth (90th) day following the effectiveness of the registration
statement covering the Shares and Warrant Shares issued pursuant to the Offering.



     The foregoing restriction has been expressly agreed to preclude the undersigned holder of the
Company Securities from engaging in any hedging or other transaction which is designed to or
reasonably expected to lead to or result in a Disposition of Company Securities during the Lock-Up
Period, even if such Company Securities would be disposed of by someone other than such holder.
Such prohibited hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Company Securities or with respect to any
securities (other than a broad-based market basket or index) that included, relates to or derives
any significant part of its value from the Company Securities.



     The undersigned understands that the Company and the Investors will proceed with the Offering
in reliance on this Lock-Up Letter Agreement.



     The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. This Lock-Up Letter Agreement may not be amended or
waived without the express written consent of the Requisite Holders.



Very truly yours,



	 	 	 	 	 
	 	 	 
	 	By:  	_________________________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Dated:__________________________




[This letter was executed by Peter A. Edison dated April 8, 2005 and Bernard A. Edison dated April
6, 2005.]




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