Exhibit 4.5
December 19, 2003
▇▇▇▇ ▇▇▇▇ & Co., Inc.
BB&T Capital Markets
As Representatives of the
Several Underwriters
c/o Ryan, ▇▇▇▇ & Co., LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain proposed Underwriting Agreement (the
"Underwriting Agreement") among Bakers Footwear Group, Inc., a Missouri
corporation (the "Company"), ▇▇▇▇ ▇▇▇▇ & Co., Inc. ("▇▇▇▇ ▇▇▇▇") and BB&T
Capital Markets, a Division of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, Inc., as representatives of
the several Underwriters named in Schedule A thereto, relating to a proposed
firm commitment underwritten public offering of shares of the Company's Common
Stock (the "Offering"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Underwriting Agreement.
In order to induce the Underwriters to enter into the Underwriting
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 ▇▇▇▇ ▇▇▇▇
& Co., Inc., 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 file any registration statement
with respect to any of the foregoing, 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- inlaw, 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), (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 options to purchase the Company's
Common Stock, which options have been issued
▇▇▇▇ ▇▇▇▇ & Co., Inc.
December 19, 2003
Page 2
before the consummation of the Offering or otherwise as described in the
prospectus in the form first used to confirm sales in connection with the
Offering.
For purposes hereof, the "Lock-Up Period" shall mean the period
commencing on the date hereof and ending on the date that is three hundred
sixty-five (365) days following the date of the prospectus in the form first
used to confirm sales in connection with 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 security (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.
Furthermore, the undersigned hereby agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of the Company Securities in violation of this agreement.
In addition, the undersigned hereby agrees that for a period of twelve
(12) months from the date of the final prospectus in the form used to confirm
sales in connection with the Offering, ▇▇▇▇ ▇▇▇▇ shall have a right of first
refusal to purchase for its account or to sell for the account of the
undersigned, within seven (7) business days, any Company Securities sold by the
undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended.
The undersigned hereby agrees to consult (at no cost to the undersigned or the
Company) with ▇▇▇▇ ▇▇▇▇ with regard to any such sales and will offer ▇▇▇▇ ▇▇▇▇
the exclusive opportunity to purchase or sell such securities on terms
(including without limitation the price, commissions, ▇▇▇▇-ups or other charges
or expenses, and the terms of execution) that are at least as favorable to the
undersigned as can be secured elsewhere. If ▇▇▇▇ ▇▇▇▇ fails to accept in writing
any such offer within three (3) business days after receipt of a notice
containing such proposal, then ▇▇▇▇ ▇▇▇▇ shall have no claim or right with
respect to any such sales contained in the notice. If, thereafter, such proposal
is modified in any material respect in a manner that is not adverse to the
undersigned, the undersigned shall adopt the same procedure as with respect to
the original proposal.
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