Exhibit 4.5
[Date]
Xxxx Xxxx & Co., Inc.
BB&T Capital Markets
As Representatives of the
Several Underwriters
c/o Ryan, Xxxx & Co., LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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"), Xxxx Xxxx & Co., Inc. ("Xxxx Xxxx") and BB&T
Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, 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 Xxxx Xxxx
& 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
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, Xxxx Xxxx 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 Xxxx Xxxx with regard to any such sales and will offer Xxxx Xxxx
the exclusive opportunity to purchase or sell such securities on terms
(including without limitation the price, commissions, xxxx-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 Xxxx Xxxx fails to accept in writing
any such offer within three (3) business days after receipt of a notice
containing such proposal, then Xxxx Xxxx 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.
----------------------------
[Name]
[The lock-up agreement was executed prior to the initial public offering by all
the then existing shareholders, directors and officers of the Company on
December 19, 2003, including the following individuals:
1. Xxxxx X. Xxxxxx
2. Xxxxxxx X. Xxxxxx Revocable Trust
Dated 6/18/91
3. Xxxxxxx X. Xxxxxx, Co-Trustee
Xxxxxxxx X. Xxxxxx Irrevocable Trust F/B/O Xxxxxxx X. Xxxxxx
4. Xxxxx Xxxx, Co-Trustee
Xxxxxxxx X. Xxxxxx Irrevocable Trust F/B/O Xxxxxxx X. Xxxxxx
5. Xxxxxxxx X. Xxxxxx Trust F/B/O
Xxxxxxx X. Xxxxxx
6. Xxxxx X. Xxxxxx
7. Xxxxx X. Xxxxxx
Trustee of Xxxxx X. Xxxxxx Revocable Trust
8. Xxxxxxx X. Xxxxxx
Trustee of Xxxxx X. Xxxxxx Revocable Trust
9. Xxxxxx Xxxxxx
10. Xxxxxxx Xxx Xxxxxx
11. Xxxxxx Xxxxxxx
12. Xxxxxxx Bergerac
Trustee of Xxxxxxx X. Bergerac Revocable Trust
13. Xxxx Xxxxxxx
14. Xxxxxx X. Xxxx Trust
15. Xxxxxxx X. Xxxxxx, Joint Trustee
The Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx Declaration of Trust Dated
December 1, 1999
16. Xxxx X. Xxxxxx, Joint Trustee
The Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx Declaration of Trust Dated
December 1. 1999
17. Xxxx X. Xxxxx
18. Xxxxxxxxx Xxxxx
19. Xxxxxx X. Vander Pluym
20. Xxxxxx X. Xxxxxx Xxxxx
21. Xxxx X. Xxxxx
22. Xxxxx X. Xxxxx
23. Xxxxxxxx Xxxxxxx
24. Xxxxx X. Xxxxxxx
25. Xxxxxxx X. Xxxxx, Voting Trustee of the Class B Shareholder Voting
Trust Agreement
26. Xxxxxxx X. Xxxxx, as Trustee U/I
Xxxxxxx X. Xxxxx
27. Xxxxxxx X. Xxxxx, as Trustee of
Xxxxxxx X. Xxxxx Marital Trust
28. Xxxxxxx X. Xxxxx, as Trustee U/I/T of Xxxxxxx X. Xxxxx
29. Xxxxx Xxxxx
30. Xxxxxxxx Xxxxx
31. Xxxxxxx Xxxxx
32. Xxxxx Xxxxx
33. Xxxxxxx Xxxxx
34. Xxxxxx Xxxxx
35. Xxxxxxxx Xxxxx
36. Xxxxx Xxxxxx
The lock-up agreement was executed by all newly appointed outside directors on
March 9, 2004, including the following individuals:
1. Xxxxx X. Xxxxxxx
2. Xxxxx X. Xxxx
3. Xxxxxxx X. Xxxxxx.
Copies of each executed lock-up agreement have been omitted. The Company
undertakes to furnish supplementally a copy of each such lock-up agreement upon
request.]
