0001193125-12-191053 Sample Contracts

Third Amendment to Subordinated Convertible Debentures and Subordinated Convertible Debenture Purchase Agreement (the “Amendment”)
Subordinated Convertible Debenture Purchase Agreement • April 27th, 2012 • Bakers Footwear Group Inc • Retail-shoe stores

Reference is made to the subordinated convertible debentures initially due 2012, as amended (the “Debentures”), originally issued by Bakers Footwear Group, Inc. (the “Company”) to the persons listed on Exhibit A hereto (the “Investors”) on June 26, 2007. Reference is also made to that certain Subordinated Convertible Debenture Purchase Agreement, as amended, dated June 13, 2007 by and between the Company and the Investors (the “Debenture Purchase Agreement” and collectively with Debentures the “Debenture Documents”).

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TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT
Trademark Assignment and License Agreement • April 27th, 2012 • Bakers Footwear Group Inc • Retail-shoe stores • New York

THIS TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), dated as of December 28, 2011 (the “Effective Date”), is made by and among Bakers Footwear Group, Inc., a Missouri corporation (“Bakers”), on the one hand, and Steven Madden, Ltd., a Delaware corporation (“Madden”), on the other hand. Madden and Bakers may be referred to herein individually as a “Party” or collectively as the “Parties.”

April 24, 2012
Subordination Agreement • April 27th, 2012 • Bakers Footwear Group Inc • Retail-shoe stores
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