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Letter Agreement
Letter Agreement (31K)
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[RYAN BECK & CO., INC. LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company under the
terms and conditions set forth below.
1. The Company hereby retains RBCO to render consulting advice to the
Company as an investment banker relating to financial and similar matters. In
this regard, subject to the terms and conditions set forth herein, RBCO shall
furnish to the Company advice and recommendations with respect to such aspects
of the business and affairs of the Company as the Company shall, from time to
time, reasonably request upon reasonable notice.
2. This Agreement shall be effective for a period of two (2) years
commencing ___________, 2004 (the "Term"). RBCO may terminate this Agreement
upon ten (10) days prior written notice to the Company. Paragraphs 5, 14, 15 and
16 shall survive the expiration or termination of this Agreement under all
circumstances.
3. During the Term of this Agreement, RBCO will provide the Company
with such regular and customary consulting advice as is reasonably requested by
the Company, provided that RBCO shall not be required to undertake duties not
reasonably within the scope of the consulting advisory service contemplated by
this Agreement. In performance of these duties, RBCO shall provide the Company
with the benefits of its best judgment and efforts. It is understood and
acknowledged by the parties that the value of RBCO's advice is not measurable in
any quantitative manner, and that RBCO shall be obligated to render advice, upon
the request of the Company, in good faith, but shall not be obligated to spend
any specific amount of time in doing so. RBCO shall act in the following
capacities in any of the following transactions (each a "Transaction" and,
collectively, the "Transactions") entered into or contemplated by the Company
throughout the Term hereof:
(A) Mergers and Acquisitions: Financial advisor in connection
with any purchase or sale of assets or stock, merger, acquisition, business
combination, joint venture or other strategic transaction (it is understood that
the purchase of the assets constituting 15 stores or store locations or less and
less than $2 million in value is not included in the foregoing).
(B) Capital Raising: Sole or lead managing underwriter or
placement agent in connection with any public or private offering of securities
or other capital markets financing.
{PAGE}
(C) Warrant Exercise Programs: Agent in connection with the
exercise of warrants or options in the Company.
(D) Self-Tenders: Dealer manager with respect to any
self-tender offer by the Company.
4. The Company acknowledges that RBCO and its affiliates are in the
business of providing financial service and consulting advice (of all types
contemplated by this Agreement) to others. Nothing contained in this Agreement
shall be construed to limit or restrict the right of RBCO or its affiliates, to
be a partner, director, officer, employee, agent or representative of, or to
engage in, any other business, whether of a similar nature or not, nor to limit
or restrict the right of RBCO to render services or advice of any kind to any
other corporation, firm, individual or association.
5. RBCO's compensation for its services hereunder shall be determined
by agreement between the Company and RBCO on the basis of compensation
customarily paid to financial advisors, underwriters or placement agents in
similar transactions provided that RBCO's compensation in connection with a
transaction described in Section 3(A) (mergers and acquisitions) shall be not
less than 2% of the Total Consideration (as defined below) in such transaction,
and Section 3(B) (capital raising) shall be not less than 7% for equity or
securities convertible into equity and 4% for all other securities; provided,
however, that no compensation shall be paid to RBCO in connection with a
transaction in which (i) there is no underwriter and (ii) the persons set forth
on Schedule 5 do not participate.
"Total Consideration" shall mean anything of value received (or given,
as the case may be) by the Company, its security holders and its employees,
including assumption of debt. Non-cash consideration shall be valued as follows:
(i) in the case of an exchange of securities in a transaction in which the
number of securities of the acquirer to be received will vary in a manner
designed to produce a fixed value to be received in exchange for each security
of the target company, the number of securities of the target company exchanged
in such transaction, shall be multiplied by the value per share specified in the
agreement between the target company and the acquirer; (ii) in the case of an
exchange of securities in a transaction in which the number of securities of the
acquirer to be received in exchange for each security of the acquired company is
fixed and the value of such securities may vary, (x) for securities traded on a
national securities exchange, the average closing sale price (or, if no closing
sale price is reported, the last reported sale price) of the securities for the
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued upon exchange of the target company's securities in
the transaction, and (y) for securities quoted by a national quotation service,
the average of the closing bid and ask prices of the securities for a period of
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued in the transactions; and (iii) for any other
securities, the value shall be reasonably determined by RBCO and the Company,
provided, that if such securities are promissory notes, the securities shall be
valued at face value.
6. The Company, upon receipt of appropriate supporting documentation,
shall reimburse RBCO for any and all reasonable out-of-pocket expenses incurred
197975
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Bakers Footwear
As referenced in this Letter Agreement:
Bakers Footwear Group, Inc. – {DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}15
{FILENAME}c80714a4exv10w31.txt
{DESCRIPTION}FORM OF FINANCIAL ADVISOR AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.31
[RYAN BECK & CO., INC. LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri
_____________
Bakers Footwear Group, Inc. – LETTERHEAD]
____________, 2004
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc. , a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company
_____________
BAKERS FOOTWEAR GROUP, INC. – TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.
6
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
BAKERS FOOTWEAR GROUP, INC.
By:
----------------------------------
Name: Peter A. Edison
Title: Chairman and Chief
Executive Officer
RYAN BECK & CO., INC
By:
----------------------------------
Name: Michael J. Kollender
Title: Managing Director
7
{PAGE}
SCHEDULE 5
Special Situations
_____________
dt 1506182
;
 Bryan Cave
As referenced in this Letter Agreement:
Bryan Cave – Scott Avenue, St. Louis,
Missouri 63103, President and Chief Executive Officer, with a copy to Bryan Cave
LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102, Attention:
dt 30593
;
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Greenberg
As referenced in this Letter Agreement:
Greenberg Traurig – Avenue, New York, NY 10022, Attention: Michael J. Kollender,
Managing Director, with a copy to Greenberg Traurig , P.A., 1221 Brickell Avenue,
Miami, Florida 33131, Attention: Fern S. Watts, Esq., or
dt 37077
;
Ryan Beck & Co., Inc.
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