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
Fami
