EX-4.3



 






Exhibit 4.3



THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
TERMS AND CONDITIONS SPECIFIED IN THIS WARRANT.




RETAIL VENTURES, INC.




	 	 	 
	AMENDED COMMON STOCK PURCHASE WARRANT No. W-8

	 	July 5, 2005






Warrant to Purchase

177,288 Shares of RVI Common Stock (plus up to 87,500 additional

Shares of RVI Common Stock under Section 3.1(b) hereof, if applicable)

or 41,989 DSW Class A Shares

(subject to adjustment as set forth herein)




          RETAIL VENTURES, INC., an Ohio corporation (the “Company”), for value received, hereby
certifies that BACK BAY CAPITAL FUNDING LLC, or its registered assigns (the “Holder”), is
entitled to purchase from the Company that number of duly authorized, validly issued, fully paid
and nonassessable shares of Common Shares, no par value per share, of the Company (the “Common
Stock”) equal to the Common Stock Exercise Amount (as defined below) or, in the alternative,
after the consummation of a Qualifying IPO (as defined below) but prior to the consummation of a
Spin-Off (as defined below) and the satisfaction of the Company’s obligations pursuant to Section
3.3(b), and in the Holder’s discretion, that number of shares of DSW Stock (as defined below) equal
to the DSW Stock Exercise Amount (as defined below) owned by the Company, in each case, at a
purchase price equal to the applicable Purchase Price (as defined below), at any time or from time
to time but prior to 5:00 P.M., New York City time, on June 11, 2012 (the “Expiration
Date”), all subject to the terms, conditions and adjustments set forth below in this Warrant
(this “Warrant”); provided, that the purchase price per share of Common Stock or
DSW Stock, as the case may be, hereunder shall not in any event be less than the par value of such
Common Stock or DSW Stock, as applicable. For the avoidance of doubt, in the case of an exercise
for DSW Stock, this Warrant shall initially be exercisable only for Class A Shares (as defined
below). This Warrant amends that certain warrant dated July 5, 2005, issued by the Company to the
Holder, which amended and restated that certain warrant dated as of September 26, 2002, issued by
the Company to the Holder.




 









 








          1. DEFINITIONS. As used herein, unless the context otherwise requires, the following
terms shall have the meanings indicated:




          “Additional Shares of Common Stock” shall mean all shares (including treasury shares)
of Common Stock issued or sold (or, pursuant to Section 3.2(b) or 3.5(b), deemed to be issued) by
the Company after September 26, 2002, whether or not subsequently reacquired or retired by the
Company, other than




          (a) (i) shares of Common Stock issued upon the exercise of the Term Loan Warrants and (ii)
such additional number of shares of Common Stock as may become issuable upon the exercise of the
Term Loan Warrants by reason of adjustments required pursuant to the anti-dilution provisions
applicable to the Term Loan Warrants as in effect on the date hereof or on the date of original
issuance;




          (b) up to 5,000,000 shares of Common Stock (and following June 11, 2007, up to an additional
5,000,000 shares of Common Stock) that are issued to Persons other than Affiliates of the Company,
including (i) shares of Common Stock or options exercisable therefor, issued or to be issued under
the Company’s 2000 Stock Option Plan as in effect on September 26, 2002 or under any other employee
stock option or purchase plan or plans, or pursuant to compensatory or incentive agreements, for
officers, employees or consultants of the Company or any of its Subsidiaries, in each case adopted
or assumed after such date by the Company’s Board of Directors; provided in each case that
the exercise or purchase price for any such share shall not be less than 95% of the fair market
value (determined in good faith by the Company’s Board of Directors) of the Common Stock on the
date of the grant, and such additional number of shares as may become issuable pursuant to the
terms of any such plans by reason of adjustments required pursuant to antidilution provisions
applicable to such securities in order to reflect any subdivision or combination of Common Stock,
by reclassification or otherwise, or any dividend on Common Stock payable in Common Stock, (ii)
shares of restricted stock issued by the Company to executive officers of the Company, and (iii)
shares of Common Stock issued by the Company as charitable gifts; and provided,
however, that all options that are issued and expire unexercised because the vesting
requirements thereof are not satisfied shall not be included in the issued shares pursuant to this
(b);




          (c) up to 2,153,000 shares of Common Stock issued pursuant to options that are granted to
executive officers of the Company or its Subsidiaries under the Company’s 2000 Stock Option Plan as
in effect on September 26, 2002 at an exercise price of no less than $4.50 per share and such
additional number of shares as may become issuable pursuant to the terms of any such options under
the terms of such plan by reason of adjustments required pursuant to antidilution provisions
applicable to such securities in order to reflect any subdivision or combination of Common Stock,
by reclassification or otherwise, or any dividend on Common Stock payable in Common Stock;
provided, however, that all options that are issued and expire unexercised because
the vesting requirements thereof are not satisfied shall not be included in the issued shares
pursuant to this (c); and




          (d) (i) shares of Common Stock issued upon exercise of the Conversion Warrants and (ii) such
additional number of shares of Common Stock as may become issuable upon the exercise of the
Conversion Warrants by reason of adjustments required pursuant to




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anti-dilution provisions applicable to the Conversion Warrants as in effect on the date hereof or
on the date of original issuance.




          “Additional Shares of DSW Stock” shall mean all shares (including treasury shares) of
DSW Stock issued or sold (or, pursuant to Section 3.2(b) or 3.5(b), deemed to be issued) by DSW
after the closing date of a Qualifying IPO (and for the avoidance of doubt shall not include shares
issued pursuant to the over-allotment option in such Qualifying IPO after such closing date),
whether or not subsequently reacquired or retired by DSW, other than





          (a) (i) shares of DSW Stock issued upon the exercise of the Term Loan Warrants and (ii)
such number of additional shares of DSW Stock as may become issuable upon the exercise of
the Term Loan Warrants by reason of adjustments required pursuant to the antidilution
provisions applicable to the Term Loan Warrants as in effect on the date hereof or on the
date of original issuance; or




          (b) (i) shares of DSW Stock issued upon exercise of the Conversion Warrants and (ii)
such additional number of shares as may become issuable upon the exercise of the Conversion
Warrants by reason of adjustments required pursuant to antidilution provisions applicable to
the Conversion Warrants as in effect on September 26, 2002 or on the date hereof; or




          (c) shares of DSW Stock, shares of restricted stock, options exercisable for DSW Stock,
or any other securities or interests (including shares of DSW Stock issued upon conversion,
settlement or exercise of any such options, securities or other interests), issued or to be
issued under the DSW Inc. Equity Incentive Plan or any other employee stock option or
purchase plan or plans, or pursuant to compensatory or incentive agreements, for officers,
directors, employees or consultants of the Company, DSW or any of its respective
Subsidiaries, and such additional number of shares as may become issuable pursuant to the
terms of any such plans by reason of adjustments required pursuant to antidilution
provisions applicable to such securities in order to reflect any subdivision or combination
of DSW Stock, by reclassification or otherwise, or any dividend or distribution on DSW Stock
payable in DSW Stock or other equity securities or interests; or




          (d) shares of Class A Shares issued upon exchange of Class B Shares.



          “Aggregate Purchase Price” shall have the meaning set forth in Section 2.1(a).




          “Business Day” shall mean any day other than a Saturday or a Sunday or any day on
which national banks are authorized or required by law to close. Any reference to “days” (unless
Business Days are specified) shall mean calendar days.




          “Class A Shares” means the shares of the Class A common shares, no par value, of DSW.




          “Class B Shares” means the shares of the Class B common shares, no par value, of DSW.




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          “Commission” shall mean the Securities and Exchange Commission or any successor agency
having jurisdiction to enforce the Securities Act.




          “Common Stock” shall have the meaning assigned to it in the introduction to this
Warrant, such term to include any stock into which such Common Stock shall have been changed or any
stock resulting from any reclassification of such Common Stock, and all other stock of any class or
classes (however designated) of the Company the holders of which have the right, without limitation
as to amount, either to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares entitled to preference.




          “Common Stock Exercise Amount” shall initially mean the Initial Common Stock Exercise
Amount, as the same may be adjusted and readjusted pursuant to Section 3 hereof; and shall be
reduced upon each exercise of this Warrant (i) if exercised for Common Stock, by such number of
shares of Common Stock for which this Warrant is then being exercised or (ii) if exercised for DSW
Stock, by the Corresponding Common Stock Number applicable to the number of shares of DSW Stock for
which this Warrant is then being exercised.




          “Common Stock Purchase Price” shall mean initially $4.50 per share, subject to
adjustment and readjustment from time to time as provided in Section 3, and, as so adjusted or
readjusted, shall remain in effect until a further adjustment or readjustment thereof is required
by Section 3.




          “Company” shall have the meaning assigned to it in the introduction to this Warrant,
such term to include any corporation or other entity which shall succeed to or assume the
obligations of the Company hereunder in compliance with Section 4.




          “Conversion” shall have the meaning assigned to it in Section 3.1(b).




          “Conversion Warrants” means those certain warrants issued as of the date hereof, in
connection with an amendment and restatement of the Convertible Facility.




          “Convertible Facility” shall mean that certain Amended and Restated Senior
Subordinated Convertible Loan Agreement, dated as of June 11, 2002, among the Company, CPLP and
SSC, as amended by Amendment No. 1 to Amended and Restated Senior Convertible Loan Agreement, dated
as of June 11, 2002, and by Amendment No. 2 to Amended and Restated Senior Convertible Loan
Agreement, dated as of October 7, 2003, and by Amendment No. 3 to Amended and Restated Senior
Convertible Loan Agreement, dated as of December 29, 2004, and as amended and restated by the
Second Amended and Restated Senior Loan Agreement, dated as of July 5, 2005 (as amended,
supplemented, restated otherwise modified through the date hereof).




          “Convertible Securities” shall mean any evidences of indebtedness, shares of stock
(other than Common Stock or DSW Stock) or other securities directly or indirectly convertible into
or exchangeable for, in the case of the Company, Additional Shares of Common Stock or, in the case
of DSW, Additional Shares of DSW Stock.




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          “Corresponding Common Stock Number” shall mean, with respect to a specified number of
shares of DSW Stock, the number of shares of Common Stock obtained by dividing: (i) the product of
(A) the number of shares of DSW Stock with respect to which such determination is being made and
(B) the DSW Stock Purchase Price by (ii) the Common Stock Purchase Price; rounding up in the case
of any fractional share.




          “Corresponding DSW Stock Number” shall mean, with respect to a specified number of
shares of Common Stock, the number of shares of DSW Stock obtained by dividing (i) the product of
(A) the number of shares of Common Stock with respect to which such determination is being made and
(B) the Common Stock Purchase Price by (ii) the DSW Stock Purchase Price; rounding up in the case
of any fractional share.




          “CPLP” shall mean Cerberus Partners, L.P., or its assignees.




          “Current Market Price” shall mean, with respect to a security, on any date specified
herein, the average of the daily Market Price of such security during the 10 consecutive trading
days before such date, except that, if on any such date the shares of such security are not listed
or admitted for trading on any national securities exchange or quoted in the over-the-counter
market, the Current Market Price shall be the Market Price on such date.




          “DSW” shall mean DSW Inc., an Ohio corporation.




          “DSW Registration Rights Agreement” shall mean the registration rights agreement,
dated as of the date hereof, among DSW and the Initial Holders.




          “DSW Stock” shall mean shares of Class A Shares, such term to include any stock into
which such DSW Stock shall have been changed or any stock resulting from any reclassification of
such DSW Stock, and all other stock of any class or classes (however designated) of DSW the holders
of which have the right, without limitation as to amount, either to all or to a share of the
balance of current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.




          “DSW Stock Exercise Amount” shall initially mean the Initial DSW Stock Exercise
Amount, as the same may be adjusted and readjusted pursuant to Section 3 hereof; and shall be
reduced upon each exercise of this Warrant (i) if exercised for DSW Stock, by such number of shares
of DSW Stock for which this Warrant is then being exercised or (ii) if exercised for Common Stock,
by the Corresponding DSW Stock Number applicable to the number of shares of Common Stock for which
this Warrant is then being exercised.




          “DSW Stock Purchase Price” shall mean initially, the IPO Price, subject to adjustment
and readjustment from time to time as provided in Section 3, and, as so adjusted or readjusted,
shall remain in effect until a further adjustment or readjustment thereof is required by Section 3.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations thereunder, or any successor statute.




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          “Expiration Date” shall have the meaning assigned to it in the introduction to this
Warrant.




          “Fair Value” shall mean, on any date specified herein (i) in the case of cash, the
dollar amount thereof, (ii) in the case of a security, the Current Market Price, and (iii) in all
other cases, the fair value thereof (as of a date which is within 20 days of the date as of which
the determination is to be made) determined in good faith by a committee of the Company’s Board of
Directors consisting of directors who are not Affiliates of the Company, SSC or the Holder;
provided, however, that at the reasonable request of the Holder, the Fair Value shall be
determined in good faith by an independent investment banking firm selected jointly by the Company
and the Holder or, if that selection cannot be made within 10 days, by an independent investment
banking firm selected by the American Arbitration Association in accordance with its rules, and
provided, further, that the Company shall pay all of the reasonable fees and expenses of
any third parties incurred in connection with determining the Fair Value.




          “Financing Agreement” shall mean that certain Financing Agreement, dated as of June
11, 2002, among the Company, certain Affiliates of the Company, CPLP and SSC, as subsequently
amended and modified through the date hereof.




          “Holder” shall have the meaning assigned to it in the introduction to this Warrant.




          “Initial Common Stock Exercise Amount” means 177,288 shares.




          “Initial DSW Stock Exercise Amount” shall mean the number of shares of DSW Stock
obtained by dividing (i) the product of (A) 177,288 and $4.50 by (ii) the IPO Price; rounding up
for any fractional share, which such amount is equal to 41,989 shares.




          “Initial Holders” shall mean CPLP and SSC.




          “IPO Effective Date” means the date on which a Qualifying IPO is consummated in
accordance with the terms set forth in (i) Section 4.02 of the Convertible Facility and (ii) the
Form S-1 Registration Statement as filed with the SEC on June 28, 2005 as amended from time to
time.




          “IPO Price” means the price at which a share of DSW Stock is initially offered to the
public in a Qualifying IPO as set forth on the cover page to the prospectus in such IPO, or $19.00
per share.




          “Lien” shall have the meaning set forth in the Convertible Facility.




          “Market Price” shall mean, on any date specified herein, with respect to any security,
the amount per share of such security equal to (i) the last reported sale price of such security,
regular way, on such date or, in case no such sale takes place on such date, the average of the
closing bid and asked prices thereof regular way on such date, in either case as officially
reported on the principal national securities exchange on which such security is then listed or
admitted for trading, (ii) if such security is not then listed or admitted for trading on any
national securities exchange but is designated as a national market system security by the NASD,
the last

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reported trading price of such security on such date, (iii) if there shall have been no
trading on such date or if such security is not so designated, the average of the closing bid and
asked prices of such security on such date as shown by the NASD automated quotation system, (iv) if
trading in such security is quoted in the over-the-counter market, the average of the closing bid
and asked prices of the security on such date as shown on the OTC Bulletin Board, or (v) if such
security is not then listed or admitted for trading on any national exchange or quoted in the
over-the-counter market, the fair value thereof (as of a date which is within 20 days of the date
as of which the determination is to be made) determined in good faith by a committee of the
Company’s Board of Directors consisting of directors who are not Affiliates of the Company, SSC or
the Holder; provided, however, that at the request of the Holder, the Market Price
shall be determined in good faith by an independent investment banking firm selected jointly by the
Company and the Holder or, if that selection cannot be made within 10 days, by an independent
investment banking firm selected by the American Arbitration Association in accordance with its
rules, and provided, further, that the Company shall pay all of the fees and expenses of
any third parties incurred in connection with determining the Market Price.




          “NASD” shall mean the National Association of Securities Dealers, Inc.




          “New Issuance Price” shall have the meaning set forth in Section 3.2.




          “Options” shall mean any rights, options or warrants to subscribe for, purchase or
otherwise acquire, in the case of the Company, Additional Shares of Common Stock or Convertible
Securities of the Company, and, in the case of DSW, Additional Shares of DSW Stock or Convertible
Securities of DSW.




          “Original Issuance Date” means September 26, 2002.




          “Other Securities” shall mean any stock (other than Common Stock or DSW Stock) and
other securities of the Company or DSW, as applicable, or any other Person (corporate or otherwise)
which the holders of the Term Loan Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Term Loan Warrants, in lieu of or in addition to Common Stock or
DSW Stock, or which at any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or DSW Stock or Other Securities pursuant to Section 4 or otherwise.




          “Permitted Lien” shall have the meaning set forth in the Convertible Facility.




          “Person” shall mean any individual, firm, partnership, corporation, trust, joint
venture, association, joint stock company, limited liability company, unincorporated organization
or any other entity or organization, including a government or agency or political subdivision
thereof, and shall include any successor (by merger or otherwise) of such entity.




          “Purchase Price” shall mean, with respect to the Common Stock, the Common Stock
Purchase Price, and with respect to the DSW Stock, the DSW Stock Purchase Price, as applicable.




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          “Qualifying IPO” shall mean an initial public offering of DSW (a) in which the sale
price of the Class A Shares sold in the initial public offering shall reflect the fair market value
of such shares at the time of the initial public offering as determined by the Company’s Board of
Directors; (b) from which the net proceeds are sufficient to repay in full all obligations
outstanding under the Financing Agreement and $25,000,000 of the principal amount under the
Convertible Facility; and (c) which is consummated on or prior to December 31, 2005.




          “Registration Rights Agreement” shall mean the Second Amended and Restated
Registration Rights Agreement, dated as of the date hereof, among the Company and the Initial
Holders.




          “Restricted Securities” shall mean (i) any Term Loan Warrants bearing the applicable
legend set forth in Section 10.1, (ii) any shares of Common Stock or DSW Stock (or Other
Securities) issued or issuable upon the exercise of Term Loan Warrants which are (or, upon
issuance, will be) evidenced by a certificate or certificates bearing the applicable legend set
forth in Section 10.1, and (iii) any shares of Common Stock or DSW Stock (or Other Securities)
issued subsequent to the exercise of any of the Term Loan Warrants as a dividend or other
distribution with respect to, or resulting from a subdivision of the outstanding shares of Common
Stock or DSW Stock (or Other Securities) into a greater number of shares by reclassification, stock
splits or otherwise, or in exchange for or in replacement of the Common Stock or DSW Stock (or
Other Securities) issued upon such exercise, which are evidenced by a certificate or certificates
bearing the applicable legend set forth in Section 10.1.




          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time,
and the rules and regulations thereunder, or any successor statute.




          “Spin-Off” shall have the meaning assigned to it in Section 3.3.




          “SSC” shall mean Schottenstein Stores Corporation.




          “Term Loan Warrants” shall mean all warrants initially issued pursuant to the
Financing Agreement (as amended and restated), including this Warrant.




          “Warrant” shall have the meaning assigned to it in the introduction to this Warrant.




          “Warrant Shares” means (a) the shares of Common Stock or DSW Stock issued or issuable
upon exercise of this Warrant in accordance with Section 2, (b) all other securities or other
property issued or issuable upon any such exercise or exchange in accordance with this Warrant and
(c) any securities of the Company or DSW distributed with respect to the securities referred to in
the preceding clauses (a) and (b).




          2. EXERCISE OF WARRANT.




          2.1. Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be
exercised by the Holder hereof, in whole or in part, at any time or from time to time prior to the
Expiration Date, by surrendering to the Company at its principal
office this Warrant, with


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the form of Election to Purchase Shares attached hereto as Exhibit A, or
(provided that the Company has not consummated a Spin-Off and satisfied its obligation pursuant to
Section 3.3(b)) if this Warrant is being exercised for Shares of DSW Stock, Exhibit B (or a
reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the
applicable Purchase Price for the number of shares of Common Stock or, after the consummation of a
Qualifying IPO (provided that the Company has not consummated a Spin-Off and satisfied its
obligations pursuant to Section 3.3(b), DSW Stock specified in such form (the “Aggregate
Purchase Price”). Any partial exercise of this Warrant shall be for a whole number of Warrant
Shares only.




          (b) Payment of the Aggregate Purchase Price may be made as follows (or by any combination of
the following): (i) in United States currency by cash or delivery of a certified check or bank
draft payable to the order of the Company or by wire transfer to the Company, (ii) by cancellation
of such number of Warrant Shares otherwise issuable to the Holder upon such exercise as shall be
specified for cancellation in such Election to Purchase Shares, such that the excess of the
aggregate Current Market Price of such specified number and type of shares on the date of exercise
over the portion of the Aggregate Purchase Price attributable to such shares shall equal the
Aggregate Purchase Price attributable to the shares of Common Stock or DSW Stock, as the case may
be, to be issued upon such exercise, in which case such excess amount shall be deemed to have been
paid to the Company and the number of shares issuable upon such exercise shall be reduced by such
number specified for cancellation, or (iii) by surrender to the Company for cancellation
certificates representing shares of Common Stock or transfer to the Company certificates
representing shares of DSW Stock owned by the Holder (properly endorsed for transfer in blank)
having a Current Market Price on the date of Warrant exercise equal to the Aggregate Purchase
Price.




          (c) Upon the consummation of a Spin-Off and the satisfaction of the Company’s obligations to
make the distribution to the Holder required by Section 3.3(b), this Warrant shall no longer be
exercisable for shares of DSW Stock and the Holder shall not be entitled to the pro rata share of
the dividend or distribution pursuant to Section 3.3(a) in respect of such Spin-Off and
distribution; provided, however, that this Warrant shall continue to be exercisable for shares of
Common Stock without any adjustment to the Common Stock Purchase Price or Common Stock Exercise
Amount as a result of such Spin-Off and distribution to the holders of the Term Loan Warrants and
Conversion Warrants.




          (d) Notwithstanding anything herein to the contrary, the Holder agrees that this Warrant shall
not be exercisable for shares of DSW Stock from and after the record date for a Spin-Off (as set
forth in the notice provided to the Holder pursuant to Section 8 hereof) until the earliest to
occur of (i) the abandonment of the Spin-Off, (ii) the date that is 60 days after the record date
for such Spin-Off and (iii) two Business Days prior to the Expiration Date of this Warrant.




          2.2. When Exercise Effective. Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the Business Day in the case of Common
Stock and on the next succeeding Business Day in the case of DSW Stock on which this Warrant shall
have been surrendered to, and the Purchase Price shall have been received by, the Company as
provided in Section 2.1, and, to the extent permitted by law, at such time the

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Person or Persons in whose name or names any certificate or certificates for shares of Common
Stock (or Other Securities of the Company) in the case of an exercise of this Warrant for Common
Stock shall be issuable upon such exercise as provided in Section 2.3 shall be deemed to have
become the holder or holders of record thereof for all purposes.




          2.3. Delivery of Stock Certificates, etc.; Charges, Taxes and Expenses. (a) As
soon as practicable after each exercise of this Warrant, in whole or in part, and in any event
within two Business Days thereafter in the case of Common Stock and within three Business Days in
the case of DSW Stock, the Company shall cause to be issued, in the case of Common Stock, and shall
use reasonable best efforts to cause to be transferred, in the case of DSW Stock, in the name of
and delivered to the Holder hereof or, subject to Section 10, as the Holder may direct,





     (i) a certificate or certificates for the number and type of Warrant Shares (or Other
Securities) to which the Holder shall be entitled upon such exercise, and any cash payment in
lieu of any fractional shares, as provided in Section 12.5 hereof, and




     (ii) in case such exercise is for less than all of the Warrant Shares purchasable under
this Warrant, a new Warrant or Warrants of like tenor, for the balance of the Warrant Shares
purchasable hereunder.



          (b) Issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be
made without charge to the Holder hereof for any issue or transfer tax or other incidental expense,
in respect of the issuance or transfer of such certificates, all of which such taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not be
required to pay any tax that may be payable in respect of any issuance of any Warrant or any
certificate for, or any other evidence of ownership of, Warrant Shares in a name other than that of
the Holder of this Warrant being exercised or exchanged.




          (c) Upon delivery of notice of exercise of this Warrant for shares of DSW Stock, the Company
shall promptly effect the exchange of a sufficient number of Class B Shares for Class A Shares so
as to permit the transfer of Class A Shares to the Holder in the manner and time periods provided
in paragraph (a) of this Section 2.3.




          2.4. Tax Basis. The Company and the Holder shall mutually agree as to the tax basis
of this Warrant for purposes of the Internal Revenue Code of 1986, as amended, and the treatment of
this Warrant under such Code by each of the Company and the Holder shall be consistent with such
agreement.





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          3. ADJUSTMENT OF PURCHASE PRICE AND WARRANT SHARES ISSUABLE UPON EXERCISE.




          3.1. Adjustment of Number of Shares.




          (a) Upon each adjustment of the Common Stock Purchase Price or the DSW Stock Purchase Price as
a result of the calculations made in this Section 3, this Warrant shall thereafter evidence the
right to receive, at the adjusted Purchase Price, that number of shares of Common Stock or DSW
Stock, as the case may be, (calculated to the nearest one-hundredth) obtained by dividing (i) the
product of the aggregate number of such shares covered by this Warrant immediately prior to such
adjustment and the applicable Purchase Price in effect immediately prior to such adjustment of the
Purchase Price by (ii) the applicable Purchase Price in effect immediately after such adjustment of
the Purchase Price. For the avoidance of doubt, adjustments to the Common Stock Purchase Price
shall result in an adjustment only in the number of shares of Common Stock issuable hereunder and
an adjustment to the DSW Stock Purchase Price shall result in an adjustment only in the number of
shares of DSW Stock issuable hereunder.




          (b) In the event that, prior to the exercise in full of this Warrant, the Company issues any
shares of Common Stock upon the conversion of Convertible Securities outstanding as of the Original
Issuance Date (including, without limitation, upon exercise of the Conversion Warrants) (a
“Conversion”), the number of shares of Common Stock issuable upon the exercise of this
Warrant (whether or not this Warrant has been partially exercised) shall be automatically increased
by the number of shares equal to 0.525% of the shares of Common Stock issued upon such Conversion,
and the Purchase Price shall not be adjusted in connection with such increase. Any adjustments
made to the Purchase Price or the number of shares of Common Stock issuable upon exercise of the
Warrant prior to such Conversion shall be made as if the Warrant were initially exercisable for
such increased number of shares. Upon each such Conversion, the Company shall promptly deliver to
the Holder the report required by Section 7 hereof. For the avoidance of doubt, this section
3.1(b) shall only apply to exercise of this Warrant for Common Stock and a corresponding increase
shall not be made with respect to DSW Stock.




          3.2. Adjustment of Purchase Price for New Issuances.




          (a) Issuance of Additional Shares. If at any time or from time to time after the date
hereof, the Company shall issue or sell Additional Shares of Common Stock or, DSW shall issue
Additional Shares of DSW Stock (including, in each case, Additional Shares of Common Stock or
Additional Shares of DSW Stock, as applicable, deemed to be issued pursuant to Section 3.2(b) and
excluding shares issued pursuant to Section 3.3 and 3.4) without consideration or for a
consideration per share less than the applicable Purchase Price in effect immediately prior to such
issue or sale (the “New Issuance Price”), then, and in each such case, subject to Section
3.8, in the case of an issuance of Additional Shares of Common Stock the Common Stock Purchase
Price or, in the case of an issuance of Additional Shares of DSW Stock, the DSW Stock Purchase
Price, shall be reduced concurrently with such issue or sale, to the applicable New Issuance Price.
For the avoidance of doubt, issuances of Additional Shares of Common Stock shall result in an
adjustment only to the Common Stock Purchase Price and issuances of Additional Shares of DSW Stock
shall result in an adjustment only to the DSW Stock Purchase Price.




          (b) Treatment of Options and Convertible Securities. Shares of Additional Shares of
Common Stock or Additional Shares of DSW Stock shall be deemed issued if the Company or DSW, as
applicable, at any time or from time to time after the date hereof shall

11









 








issue, sell, grant or assume, or shall fix a record date for the determination of holders of
any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options
or Convertible Securities (whether or not the rights thereunder are immediately exercisable) for a
consideration per share (determined pursuant to Section 3.6) that is less than, in the case of
Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional
Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior
to such issue, sale, grant or assumption or immediately prior to the close of business on such
record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis,
on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to
occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or
Options or (ii) in case such a record date shall have been fixed, as of the close of business on
such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend
basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the
Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock,
as the case may be, upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.




          (c) In addition, for the avoidance of doubt, after the consummation of a Spin-Off and
satisfaction of the Company’s obligations to make the distribution to the Holder required by
Section 3.3(b), no adjustment shall be made pursuant to this Section 3.2 as a result of an issuance
by DSW of Additional Shares of DSW Stock.




          3.3. Extraordinary Dividends and Distributions; Payment of Dividend in Case of
Spin-Off.




          (a) Subject to Section 3.3(b), if the Company or DSW at any time or from time to time after
the date hereof shall declare, order, pay or make a dividend or other distribution (including,
without limitation, any distribution of other or additional stock or other securities or property
or Options by way of dividend or spin-off, reclassification, recapitalization or similar corporate
rearrangement) on, in the case of the Company, the Common Stock or, in the case of DSW, the DSW
Stock, other than (a) a dividend payable in shares of Common Stock or, in the case of DSW, DSW
Stock, subject to Section 3.4, or (b) a regularly scheduled cash dividend payable out of
consolidated earnings or earned surplus, determined in accordance with generally accepted
accounting principles or (c) a deemed issuance of Additional Shares of Common Stock or Additional
Shares of DSW Stock pursuant to Section 3.2(b), in each such case, subject to Section 3.8, adequate
provision shall be made so that the Holder shall receive, upon Warrant exercise for such type of
Warrant Shares, a pro rata share of such dividend or other distribution based upon the maximum
number of shares of Common Stock or DSW Stock, as applicable, at the time issuable to the Holder
(determined without regard to whether the Warrant is exercisable at such time). For the avoidance
of doubt, subject to Section 3.3(b), dividends and distributions pursuant to this Section 3.3(a)
with respect to DSW Stock shall only be receivable upon exercise by a Holder of this Warrant for
DSW Stock (and only with respect to the number of shares of DSW Stock for which this Warrant is
exercised) and dividends and distributions with respect to Common Stock shall only be receivable
upon exercise by a Holder of this Warrant for Common Stock (and only with respect to the number of
shares of Common Stock for which this Warrant is exercised). In addition, for the avoidance of
doubt, after the

12









 








consummation of a Spin-Off and satisfaction of the Company’s obligations to make the
distribution to the Holder required by Section 3.3(b), no adjustment shall be made pursuant to this
Section 3.3(a) as a result of an issuance by DSW of Additional Shares of DSW Stock.




          (b) Notwithstanding anything in this Warrant to the contrary, if the Company shall make any
distribution of all shares of DSW Stock owned by it to its shareholders (a “Spin-Off”),
then the Holder of this Warrant shall receive, and the Company shall deliver to the Holder, upon
consummation of the Spin-Off, that number of shares of DSW Stock which the Holder would have
received in such Spin-Off had the Holder exercised this Warrant, immediately prior to the record
date for such Spin-Off, for the greatest number of shares of Common Stock for which this Warrant
was then exercisable but only with respect to the portion of the Warrant that remains unexercised
on the date of such distribution. Such shares of DSW Stock shall be distributed to the Holder
without payment therefor by the Holder to the Company and without any action of any kind required
by the Holder to the Company. Upon the consummation of a Spin-Off and receipt by the Holder of the
DSW Stock as provided for in this Section 3.3(b), this Warrant shall no longer be exercisable for
shares of DSW Stock and shall only be exercisable for Common Stock in accordance with Section
2.1(c). The Holder shall be entitled to at least 90 days’ prior written notice of the record date
for any Spin-Off.




          3.4. Treatment of Stock Dividends, Stock Splits, etc. In case the Company or DSW at
any time or from time to time after the date hereof, shall declare or pay any dividend on, in the
case of the Company, the Common Stock payable in Common Stock or, in the case of DSW, the DSW Stock
payable in DSW Stock, or shall effect a subdivision of the outstanding shares, in the case of the
Company, of Common Stock or, in the case of DSW, of DSW Stock, into a greater number of such
shares (by reclassification or otherwise than by payment of a dividend in Common Stock or DSW
Stock), then, and in each such case, the number of shares of Common Stock or DSW Stock, as the case
may be, obtainable upon exercise of this Warrant shall be proportionately increased and the
applicable Purchase Price shall be proportionately decreased. In case the Company or DSW at any
time or from time to time after the date hereof, shall effect any combination or consolidation of
the outstanding shares of, in the case of the Company, Common Stock or, in the case of DSW, DSW
Stock, into a lesser number of such shares, then, and in each such case, the number of shares of
Common Stock or DSW Stock, as the case may be, obtainable upon exercise of this Warrant shall be
proportionately decreased and the applicable Purchase Price shall be proportionately increased.
Any adjustment made under this Section shall become effective (a) in the case of any such dividend,
immediately after the close of business on the record date for the determination of holders of any
class of securities entitled to receive such dividend, or (b) in the case of any such subdivision,
at the close of business on the day immediately prior to the day upon which such corporate action
becomes effective. For the avoidance of doubt, after the consummation of a Spin-Off and
satisfaction of the Company’s obligations to make the distribution to the Holder required by
Section 3.3(b) no adjustment shall be made pursuant to this Section 3.4 for any dividend or
subdivision or consolidation or combination that is effected by DSW.




13









 








          3.5. Adjustment of Purchase Price for Other Issuances.




          (a) Issuance of Additional Shares. If at any time or from time to time after the date
hereof, the Company shall issue or sell Additional Shares of Common Stock or DSW shall issue or
sell Additional Shares of DSW Stock, (including Additional Shares of Common Stock or Additional
Shares of DSW Stock, as the case may be, deemed to be issued pursuant to Section 3.5(b)) for a
consideration per share less than the Current Market Price thereof but greater than the applicable
Purchase Price in effect immediately prior to such issue or sale, then, and in each such case,
subject to Section 3.8, the applicable Purchase Price shall be reduced concurrently with such issue
or sale, to a price (calculated to the nearest .01 of a cent) determined by multiplying such
applicable Purchase Price by a fraction




               (x) The numerator of which shall be the sum of (i) the number of shares of, in the case of the
issuance of Additional Shares of Common Stock, Common Stock or, in the case of an issuance of
Additional Shares of DSW Stock, DSW Stock, outstanding immediately prior to such issue or sale and
(ii) the number of shares of, in the case of the issuance of Additional Shares of Common Stock,
Common Stock or, in the case of an issuance of Additional Shares of DSW Stock, DSW Stock, which the
aggregate consideration received by the Company or DSW, as applicable, for the total number of such
Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, so issued
or sold would purchase at the Current Market Price thereof, and



               (y) The denominator of which shall be the number of shares of, in the case of the issuance of
Additional Shares of Common Stock, Common Stock, or, in the case of an issuance of Additional
Shares of DSW Stock, of DSW Stock, outstanding immediately after such issue or sale,
provided that, for the purposes of this Section 3.5, (x) immediately after any Additional
Shares of Common Stock or Additional Shares of DSW Stock are deemed to have been issued pursuant to
Section 3.5(b), such additional shares shall be deemed to be outstanding, and (y) treasury shares
shall not be deemed to be outstanding.



          (b) Treatment of Options and Convertible Securities. In case the Company or DSW at
any time or from time to time after the date hereof, shall issue, sell, grant or assume, or shall
fix a record date for the determination of holders of any class of securities of the Company or
DSW, as the case may be, entitled to receive, any Options or Convertible Securities (other than
those excluded from the definition of Additional Shares of Common Stock or the definition of
Additional Shares of DSW Stock) (whether or not the rights thereunder are immediately exercisable)
and the consideration per share (determined pursuant to Section 3.6) of the shares issuable upon
the exercise of such Options or, in the case of Convertible Securities and the Options therefor,
the conversion or exchange of such Convertible Securities would be less than the Current Market
Price thereof but greater than the applicable Purchase Price in effect on the date of and
immediately prior to such issue, sale, grant or assumption or immediately prior to the close of
business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend trading), then, and in each
such case, the maximum number of Additional Shares of Common Stock or Additional Shares of DSW
Stock (as set forth in the instrument relating thereto, without regard to any provisions contained
therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or,
in the case of Convertible Securities and Options therefor, the

14









 








conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares
of Common Stock or Additional Shares of DSW Stock, as the case may be, issued for the purposes of
Section 3.5 as of the time of such issue, sale, grant or assumption or, in case such a record date
shall have been fixed, as of the close of business on such record date (or, if the Common Stock or
DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of
ex-dividend trading, provided, that in any such case in which Additional Shares of Common
Stock or Additional Shares of DSW Stock are deemed to be issued:





     (i) whether or not the Additional Shares of Common Stock or Additional Shares of DSW
Stock underlying such Options or Convertible Securities are deemed to be issued, no further
adjustment of the applicable Purchase Price shall be made upon the subsequent issue or sale
of Convertible Securities or shares of Common Stock or DSW Stock upon the exercise of such
Options or the conversion or exchange of such Convertible Securities, except in the case of
any such Options or Convertible Securities which contain provisions requiring an adjustment,
subsequent to the date of the issue or sale thereof, of the number of Additional Shares of
Common Stock or Additional Shares of DSW Stock as issuable upon the exercise of such Options
or the conversion or exchange of such Convertible Securities by reason of (x) a change of
control of the Company or DSW, (y) the acquisition by any Person or group of Persons of any
specified number or percentage of the voting securities of the Company or (z) any similar
event or occurrence, each such case to be deemed hereunder to involve a separate issuance of
Additional Shares of Common Stock, Additional Shares of DSW Stock, Options or Convertible
Securities, as the case may be;




     (ii) if such Options or Convertible Securities by their terms provide, with the passage
of time or otherwise, for any increase in the consideration payable to the Company or DSW, or
decrease in the number of Additional Shares of Common Stock or Additional Shares of DSW Stock
issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise),
the Purchase Price computed upon the original issue, sale, grant or assumption thereof (or
upon the occurrence of the record date, or date prior to the commencement of ex-dividend
trading, as the case may be, with respect thereto), and any subsequent adjustments based
thereon, shall, upon any such increase or decrease becoming effective, be recomputed to
reflect such increase or decrease insofar as it affects such Options, or the rights of
conversion or exchange under such Convertible Securities, which are outstanding at such time;




     (iii) upon the expiration (or purchase by the Company or DSW, as the case may be, and
cancellation or retirement) of any such Options which shall not have been exercised or the
expiration of any rights of conversion or exchange under any such Convertible Securities
which (or purchase by the Company or DSW, as applicable, and cancellation or retirement of
any such Convertible Securities the rights of conversion or exchange under which) shall not
have been exercised, the applicable Purchase Price computed upon the original issue, sale,
grant or assumption thereof (or upon the occurrence of the record date, or date prior to the
commencement of ex-dividend trading, as the case may be, with respect thereto), and any
subsequent adjustments based thereon,



15









 






shall, upon such expiration (or such cancellation or retirement, as the case may be), be
recomputed as if:




     (x) in the case of Options for Common Stock or DSW Stock, or Convertible
Securities, the only Additional Shares of Common Stock or Additional Shares of DSW
Stock, issued or sold were the Additional Shares of Common Stock or Additional
Shares of DSW Stock, if any, actually issued or sold upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the
Company or DSW, as the case may be, for the issue, sale, grant or assumption of all
such Options, whether or not exercised, plus the consideration actually received by
the Company or DSW, as the case may be, upon such exercise, or for the issue or sale
of all such Convertible Securities which were actually converted or exchanged, plus
the additional consideration, if any, actually received by the Company or DSW, as
the case may be, upon such conversion or exchange, and




     (y) in the case of Options for Convertible Securities, only the Convertible
Securities, if any, actually issued or sold upon the exercise of such Options were
issued at the time of the issue or sale, grant or assumption of such Options, and
the consideration received by the Company or DSW, as the case may be, for the
Additional Shares of Common Stock or Additional Shares of DSW Stock, deemed to have
then been issued was the consideration actually received by the Company or DSW, as
the case may be, for the issue, sale, grant or assumption of all such Options,
whether or not exercised, plus the consideration deemed to have been received by the
Company or DSW, as the case may be, (pursuant to Section 3.6) upon the issue or sale
of such Convertible Securities with respect to which such Options were actually
exercised; and




     (iv) no readjustment pursuant to subdivision (ii) or (iii) above shall have the effect
of decreasing the applicable Purchase Price by an amount in excess of the amount of the
adjustment thereof originally made in respect of the issue, sale, grant or assumption of such
Options or Convertible Securities.



          (c) For the avoidance of doubt, after the consummation of a Spin-Off and satisfaction of the
Company’s obligations to make the distribution required by Section 3.3(b), no adjustment shall be
made pursuant to this Section 3.5 as a result of any issuance by DSW of Additional Shares of DSW
Stock.




          3.6. Computation of Consideration. For the purposes of this Section 3,




          (a) the consideration for the issue or sale of any Additional Shares of Common Stock or
Additional Shares of DSW Stock shall, irrespective of the accounting treatment of such
consideration,





          (i) insofar as it consists of cash, be computed at the gross cash proceeds to the
Company or DSW, as the case may be, without deducting any expenses



16









 






paid or incurred by such company, or any commissions or compensations paid or
concessions or discounts allowed to underwriters, dealers or others performing similar
services in connection with such issue or sale,




          (ii) insofar as it consists of property (including securities) other than cash, be
computed at the Fair Value thereof at the time of such issue or sale, and




          (iii) in case Additional Shares of Common Stock or Additional Shares of DSW Stock are
issued or sold together with other stock or securities or other assets of the Company or DSW,
as the case may be, for a consideration which covers both, be the portion of such
consideration so received, computed as provided in clauses (i) and (ii) above, allocable to
such Additional Shares of Common Stock or Additional Shares of DSW Stock, such allocation to
be determined in the same manner that the Fair Value of property not consisting of cash or
securities is to be determined as provided in the definition of “Fair Value” herein; and



          (b) Additional Shares of Common Stock or Additional Shares of DSW Stock deemed to have been
issued pursuant to Sections 3.2(b) and 3.5(b), relating to Options and Convertible Securities,
shall be deemed to have been issued for a consideration per share determined by dividing





          (i) the total amount, if any, received and receivable by the Company or DSW, as
applicable, as consideration for the issue, sale, grant or assumption of the Options or
Convertible Securities in question, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such consideration to protect
against dilution) payable to the Company or DSW, as the case may be, upon the exercise in
full of such Options or the conversion or exchange of such Convertible Securities or, in the
case of Options for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities, in each case
computing such consideration as provided in the foregoing subclause (a),



by



          (ii) the maximum number of shares of Common Stock or DSW Stock, as applicable, (as set
forth in the instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number to protect against dilution) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible Securities.



          3.7. Dilution in Case of Other Securities. In case any Other Securities shall be
issued or sold or shall become subject to issue or sale upon the conversion or exchange of any
stock (or Other Securities) of the Company or DSW (or any issuer of Other Securities or any other
Person referred to in Section 4) or to subscription, purchase or other acquisition pursuant to any
Options issued or granted by the Company or DSW (or any such other issuer or Person) for a
consideration such as to dilute, on a basis consistent with the standards established in the other


17









 








provisions of this Section 3, the purchase rights, if any, with respect to such Other
Securities, granted by this Warrant, then, and in each such case, the computations, adjustments and
readjustments provided for in this Section 3 with respect to the applicable Purchase Price shall be
made as nearly as possible in the manner so provided and applied to determine the amount of Other
Securities from time to time receivable upon the exercise of the Warrants, so as to protect the
holders of the Warrants against the effect of such dilution.




          3.8. De Minimis Adjustments. If the amount of any adjustment of the Purchase Price
required pursuant to Section 3.5 would be less than one tenth (1/10) of one percent (1%) of such
Purchase Price in effect at the time such adjustment is otherwise so required to be made, such
amount shall be carried forward and adjustment with respect thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate a change in such Purchase Price of at least one tenth
(1/10) of one percent (1%) of such Purchase Price. All calculations under this Warrant shall be
made to the nearest one-hundredth of a share.




          3.9. Abandoned Dividend or Distribution. If the Company shall take a record of the
holders of Common Stock or, if DSW shall take a record of the holders of DSW Stock for the purpose
of entitling them to receive a dividend or other distribution (which results in an adjustment to
the applicable Purchase Price under the terms of this Warrant) and shall, thereafter, and before
such dividend or distribution is paid or delivered to shareholders entitled thereto, legally
abandon its plan to pay or deliver such dividend or distribution, then any adjustment made to the
applicable Purchase Price by reason of the taking of such record shall be reversed, and any
subsequent adjustments, based thereon, shall be recomputed; provided, however, that no
additional Purchase Price or any other adjustment shall be required with regard to Warrant Shares
that have been issued upon exercise of the Warrant prior to such abandonment.




          3.10. Ownership of DSW Stock. The Company shall at all times while this Warrant is
outstanding, but only prior to the consummation of a Spin-Off and satisfaction of the Company’s
obligations pursuant to Section 3.3(b), retain ownership of at least that number of shares of DSW
Stock sufficient to permit exercise in full of this Warrant and any other outstanding Conversion
Warrants and Term Loan Warrants for shares of DSW Stock. The Company shall take all actions
necessary such that the shares of DSW Stock required hereby to be owned by it shall remain free of
all Liens, other than Permitted Liens.




          4. CONSOLIDATION, MERGER, ETC.




          4.1. By the Company. In case the Company after the date hereof (a) shall consolidate
with or merge into any other Person and shall not be the continuing or surviving corporation of
such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge
into the Company and the Company shall be the continuing or surviving Person but, in connection
with such consolidation or merger, the Common Stock or Other Securities of the Company shall be
changed into or exchanged for stock or other securities of any other Person or cash or any other
property, or (c) shall transfer all or substantially all of its properties or assets to any other
Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or
Other Securities of the Company (other than a capital reorganization or reclassification for which
adjustment in the Purchase Price and the number of shares of Common Stock

18









 








obtainable upon exercise of this Warrant is provided in Section 3.4), then, and in the case of
each such transaction, proper provision shall be made so that, upon the basis and the terms and in
the manner provided in this Warrant, the Holder of this Warrant, upon the exercise hereof for
Common Stock at any time after the consummation of such transaction, shall be entitled to receive
(at the aggregate Common Stock Purchase Price in effect at the time of such consummation for all
Common Stock or Other Securities issuable upon such exercise immediately prior to such
consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to
such consummation, the highest amount of securities, cash or other property to which such Holder
would actually have been entitled as a shareholder upon such consummation if such Holder had
exercised this Warrant for Common Stock immediately prior thereto, subject to adjustments
(subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for
in Sections 3 through 5, provided that if a purchase, tender or exchange offer shall have
been made to and accepted by the holders of more than 50% of the outstanding shares of Common
Stock, and if the Holder so designates in a notice given to the Company on or before the date
immediately preceding the date of the consummation of such transaction, the Holder of this Warrant
shall be entitled to receive the highest amount of securities, cash or other property to which it
would actually have been entitled as a shareholder if the Holder of this Warrant had exercised this
Warrant, including the payment of the Purchase Price in accordance with Section 2.1(b) hereof,
prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject
to adjustments (from and after the consummation of such purchase, tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in Section 3 through 5.




          4.2. By DSW. In case DSW after the date hereof, but prior to the consummation of a
Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), (a) shall
consolidate with or merge into any other Person and shall not be the continuing or surviving
corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate
with or merge into DSW and DSW shall be the continuing or surviving Person but, in connection with
such consolidation or merger, the DSW Stock or Other Securities of DSW shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other property, or (c)
shall transfer all or substantially all of its properties or assets to any other Person, or (d)
shall effect a capital reorganization or reclassification of the DSW Stock or Other Securities of
DSW (other than a capital reorganization or reclassification for which adjustment in the Purchase
Price and the number of shares of DSW Stock obtainable upon exercise of this Warrant is provided in
Section 3.4), then, the Holder of this Warrant, upon the exercise hereof for DSW Stock at any time
after the consummation of such transaction, shall be entitled to receive (at the aggregate DSW
Stock Purchase Price in effect at the time of such consummation for all DSW Stock or Other
Securities issuable upon such exercise immediately prior to such consummation), in lieu of the DSW
Stock or Other Securities issuable upon such exercise prior to such consummation, the highest
amount of securities, cash or other property to which such Holder would actually have been entitled
as a shareholder upon such consummation if such Holder had exercised this Warrant for DSW Stock
immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly
equivalent as possible to the adjustments provided for in Sections 3 through 5.




19








 








          4.3. Assumption of Obligations. Notwithstanding anything contained in this Warrant or
in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the
consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section
3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses
(a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation
thereof, each Person (other than the Company or DSW (as the case may be)), which may be required to
deliver any stock, securities, cash or property upon the exercise of this Warrant as provided
herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder
of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall
survive the consummation of such transaction, such assumption shall be in addition to, and shall
not release the Company from, any continuing obligations of the Company, under this Warrant), (b)
the obligations of the Company under the Registration Rights Agreement or the obligations of DSW
under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to
the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing
provisions of this Section 4, the Holder may be entitled to receive. Unless expressly stated
herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to
consent to the entering by DSW into, any transaction.




          5. OTHER DILUTIVE EVENTS. In case any event shall occur as to which the provisions of
Section 3 or Section 4 hereof are not strictly applicable or if strictly applicable would not
fairly protect the purchase rights of the Holder in accordance with the essential intent and
principles of such Sections, then in each such case, the Board of Directors of the Company shall
make an adjustment in the application of such provisions, in accordance with such essential intent
and principles, so as to preserve, without dilution, the purchase rights represented by this
Warrant.




          6. NO DILUTION OR IMPAIRMENT. The Company shall not, (i) by amendment of its articles
of incorporation or through any consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary action, or (ii) prior to the
consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section
3.3(b), by consent to or approval of any amendment of DSW’s articles of incorporation or any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities
or any other voluntary action by DSW, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against dilution or other impairment. Without
limiting the generality of the foregoing, the Company (a) shall not permit the par value of any
shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor
upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of stock, in the case
of Common Stock, or transfer shares of DSW Stock, in the case of DSW Stock, free from all liens,
security interests, encumbrances (in each of the foregoing cases, other than those imposed by the
Holder), taxes, preemptive rights and charges on the exercise of the Warrants from time to time
outstanding, and (c) shall not take any action, or consent to the taking or approval of any action
by DSW, which results in any adjustment of the Purchase Price if the total number of Warrant Shares
issuable after the action upon the exercise of all of the

20









 








Warrants would exceed the total number of shares of Common Stock then authorized by the
Company’s articles of organization, or, in the case of shares of DSW Stock, the number of shares of
DSW Stock owned by the Company and available for the purpose of issue upon such exercise.




          7. ACCOUNTANTS’ REPORT. In each case of any adjustment or readjustment in the number
of the Warrant Shares issuable upon the exercise of this Warrant or in the applicable Purchase
Price, including, without limitation, pursuant to Section 3.1, 3.2, 3.4 or 3.5, the Company at its
sole expense shall promptly (after becoming aware of an adjustment with respect to the DSW Stock)
compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a
report setting forth such adjustment or readjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or to be received by the Company for any Additional
Shares of Common Stock or by DSW for any Additional Shares of DSW Stock issued or sold or deemed to
have been issued under Section 3, (b) the number of shares of Common Stock or DSW Stock outstanding
or deemed to be outstanding, and (c) the applicable Purchase Price in effect immediately prior to
such issue or sale and as adjusted and readjusted (if required by Section 3) on account thereof.
The Company shall forthwith mail a copy of each such report to the Holder. In the event that the
Holder disagrees with such report, the Company shall cause independent certified public accountants
of recognized national standing (which may be the regular auditors of the Company) selected by the
Company to review and verify or revise such computation (other than any computation of the Fair
Value of property) and report. The Company shall also keep copies of all such reports at its
principal office and shall cause the same to be available for inspection at such office during
normal business hours by the Holder.




          8. NOTICES OF CORPORATE ACTION. In the event of:




          (a) any taking by the Company or, prior to the consummation of a Spin-Off and satisfaction of
the Company’s obligations pursuant to Section 3.3(b), DSW, of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive any other right, or




          (b) any capital reorganization of the Company or, prior to the consummation of a Spin-Off and
satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, any reclassification or
recapitalization of the capital stock of the Company or, prior to the consummation of a Spin-Off
and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, any consolidation or
merger involving the Company or, so long as no Spin-Off shall have occurred, DSW and any other
Person, any transaction or series of transactions in which more than 50% of the voting securities
of the Company are transferred to another Person, or any transfer, sale or other disposition of all
or substantially all the assets of the Company or, prior to the consummation of a Spin-Off and
satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW to any other Person, or




21









 








          (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company or,
prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to
Section 3.3(b), DSW, or




          (d) any Spin-Off, or




          (e) the exercise by the Company of any right or remedy with respect to its Lien on the capital
stock of DSW,



the Company shall mail to each holder of a Warrant a notice specifying (i) the date or expected
date on which any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or right, and (ii) the date or
expected date on which any such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and
the time, if any such time is to be fixed, as of which the holders of record of Common Stock or DSW
Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock or DSW Stock
(or Other Securities) for the securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least 20 days prior to the date therein specified, and
in the case of a Spin-off, such notice shall be mailed at least 90 days prior to the record date of
such Spin-Off.




          9. REGISTRATION OF STOCK. If any shares of Common Stock required to be reserved for
purposes of exercise of this Warrant require registration with or approval of any governmental
authority under any federal or state law (other than the Securities Act) before such shares may be
issued or transferred upon exercise, the Company shall, at its expense and as expeditiously as
possible, use its best efforts to cause such shares to be duly registered or approved, as the case
may be. At any such time as Common Stock is listed on any national securities exchange, the
Company shall, at its expense, obtain promptly and maintain the approval for listing on each such
exchange, upon official notice of issuance, the shares of Common Stock issuable upon exercise of
the then outstanding Warrants and maintain the listing of such shares after their issuance; and the
Company shall also list on such national securities exchange, register under the Exchange Act and
maintain such listing of, any Other Securities of the Company that at any time are issuable upon
exercise of the Warrants, if and at the time that any securities of the same class shall be listed
on such national securities exchange by the Company.




          10. RESTRICTIONS ON TRANSFER.




          10.1. Restrictive Legends. Except as otherwise permitted by this Section 10, each
Warrant (including each Warrant issued upon the transfer of any Warrant) shall be stamped or
otherwise imprinted with a legend in substantially the following form:





     “THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAW OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR



22









 






OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT
AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE TERMS AND CONDITIONS SPECIFIED IN THIS WARRANT.”


Except as otherwise permitted by this Section 10, each certificate for Common Stock or DSW Stock
(or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the
transfer of any such Common Stock or DSW Stock (or Other Securities), shall be stamped or otherwise
imprinted with a legend in substantially the following form:





     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS.”



          10.2. Transfer to Comply With the Securities Act. Restricted Securities may not be
sold, assigned, pledged, hypothecated, encumbered or in any manner transferred or disposed of (a
“Transfer”), in whole or in part, except in compliance with the provisions of the
Securities Act and state securities or Blue Sky laws and the terms and conditions hereof.




          10.3. Notice of Transfer. Each Holder shall, prior to any Transfer of any Warrants,
give written notice to the Company of such Holder’s intention to Transfer.




          10.4. Termination of Restrictions. The restrictions imposed by this Section 10 on the
transferability of Restricted Securities shall cease and terminate as to any particular Restricted
Securities (a) when a registration statement with respect to the sale of such securities shall have
been declared effective under the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144
(or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable
opinion of both counsel for the Holder and counsel for the Company or DSW, as applicable, such
restrictions are no longer required or necessary in order to protect the Company or DSW, as
applicable, against a violation of the Securities Act upon any sale or other disposition of such
securities without registration thereunder. Whenever such restrictions shall cease and terminate
as to any Restricted Securities of the Company, the Holder shall be entitled to receive from the
Company, without expense, new securities of like tenor not bearing the applicable legends required
by Section 10.1.




          10.5. Exempt Transfers. The restrictions on the transfer of this Warrant or the
Warrant Shares set forth in this Section 10 shall not apply to any transfer to an affiliate of the

23









 








Holder or to any transfer to any other Person, provided that such transfer is made in
compliance with the provisions of the Securities Act and state securities laws.




          11. RESERVATION OF STOCK, ETC. The Company shall at all times reserve and keep
available, solely for issuance (in the case of Common Stock) or transfer and delivery upon exercise
of this Warrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of
doubt, may be Class B Shares) or Other Securities from time to time issuable or transferable upon
exercise of this Warrant. The Company shall cause all shares of Common Stock, or Other Securities
of the Company issuable and shall use its reasonable best efforts to cause all shares of DSW Stock
transferable, upon exercise of any Warrants to be duly authorized and, when issued or transferred
upon such exercise, to be validly issued and, in the case of shares, fully paid and nonassessable,
with no liability on the part of the holders thereof, and, in the case of all securities, shall be
free from all liens, security interests, encumbrances (in each of the foregoing cases, other than
those imposed by the Holder), taxes, preemptive rights and charges. The transfer agent for the
Common Stock, and every subsequent transfer agent for any shares of the Company’s capital stock
issuable upon the exercise of any of the purchase rights represented by this Warrant, are hereby
irrevocably authorized and directed at all times until the Expiration Date to reserve such number
of authorized and unissued shares as shall be requisite for such purpose. The Company shall keep
copies of this Warrant on file with the transfer agent for the Common Stock and with every
subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise
of the rights of purchase represented by this Warrant. The Company shall supply such transfer
agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the
exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall
constitute sufficient evidence of the number of shares of common stock, if exercised for Common
Stock, which have been issued upon the exercise of such Warrants. Subsequent to the Expiration
Date, no shares of stock need be reserved in respect of any unexercised Warrant.




          12. REGISTRATION AND TRANSFER OF WARRANTS, ETC.




          12.1. Warrant Register; Ownership of Warrants. Each Warrant issued by the Company
shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as it is
issued and transferred, which Warrant Register shall be maintained by the Company at its principal
office or, at the Company’s election and expense, by a Warrant agent or the transfer agent. The
Company shall be entitled to treat the registered Holder of any Warrant on the Warrant Register as
the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other Person, and shall not be
affected by any notice to the contrary, except that, if and when any Warrant is properly assigned
in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of
such Warrant for all purposes. Subject to Section 10, a Warrant, if properly assigned, may be
exercised by a new holder without a new Warrant first having been issued.




          12.2. Transfer of Warrants. Subject to compliance with Section 10, if applicable,
this Warrant and all rights hereunder are transferable in whole or in part, without charge to the
Holder hereof, upon surrender of this Warrant with a properly executed Form of Assignment attached
hereto as Exhibit C at the principal office of the Company. Upon any

24









 








partial transfer, the Company shall at its expense issue and deliver to the Holder a new
Warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of
shares of Common Stock with respect to which rights under this Warrant were not so transferred.




          12.3. Replacement of Warrants. On receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender of such Warrant to the Company at its principal office and cancellation
thereof, the Company at its expense shall execute and deliver, in lieu thereof, a new Warrant of
like tenor.




          12.4. Adjustments to Purchase Price and Number of Shares. Notwithstanding any
adjustment in the Purchase Price or in the number or kind of Warrant Shares purchasable upon
exercise of this Warrant, any Warrant theretofore or thereafter issued may continue to express the
same number and kind of Warrant Shares as are stated in this Warrant, as initially issued.




          12.5. Fractional Shares. Notwithstanding any adjustment pursuant to Section 3 in the
number of Warrant Shares covered by this Warrant or any other provision of this Warrant, the
Company shall not be required to issue or transfer fractions of shares upon exercise of this
Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional
shares, the Company shall make payment to the Holder, at the time of exercise of this Warrant as
herein provided, in an amount in cash equal to such fraction multiplied by the Current Market Price
of a share of Common Stock or DSW Stock, as applicable, on the date of Warrant exercise.




          13. SECURITIES ACT MATTERS. The Holder represents and warrants to the Company as of
the Original Issuance Date and as of date hereof that:




          (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in
connection with, the distribution thereof. The Holder has no present agreement, undertaking,
arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant
Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with
this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant
Shares held by it;




          (b) The Holder is an “accredited investor” within the meaning of Regulation D under the
Securities Act. The Holder has not retained, utilized or been represented by any broker or finder
in connection with the transactions contemplated by this Warrant;




          (c) The Holder acknowledges that, subject to the Registration Rights Agreement and the DSW
Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered
under the Securities Act, in reliance on the non-public offering exemption contained in Section
4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant
Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and
the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are
subsequently registered under the Securities Act

25









 








or an exemption from such registration is available with respect thereto; (C) Rule 144 under
the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in
the future and, if so, may only be available for sales in limited amounts; (D) there is presently
no trading market for the Warrants and there is no assurance that such market will exist in the
future; and (E) while there is presently a trading market for the Warrant Shares, there is no
assurance that such market will be in existence in the future; and




          (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not
now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act
and Rule 144 or another exemption from the registration requirements of the Securities Act, as then
in effect or through an effective registration statement under the Securities Act.




          14. REMEDIES; SPECIFIC PERFORMANCE. The Company stipulates that there would be no
adequate remedy at law to any Holder in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this Warrant and accordingly,
the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law
or in equity, the Holder shall be entitled to seek to compel specific performance of the
obligations of the Company under this Warrant, without the posting of any bond, in accordance with
the terms and conditions of this Warrant in any court of the United States or any State thereof
having jurisdiction, and if any action should be brought in equity to enforce any of the provisions
of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law.
Except as otherwise provided by law, a delay or omission by the Holder hereto in exercising any
right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a
waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy.
All available remedies shall be cumulative.




          15. NO RIGHTS OR LIABILITIES AS SHAREHOLDER. Nothing contained in this Warrant shall
be construed as conferring upon the Holder hereof any rights as a shareholder of the Company or as
imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on
the Holder as a shareholder of the Company, whether such obligation or liabilities are asserted by
the Company or by creditors of the Company.




          16. NOTICES. All notices and other communications (and deliveries) provided for or
permitted hereunder shall be made in writing by hand delivery, telecopier, any
nationally-recognized courier guaranteeing overnight delivery or first class registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:




	 	 	 
	If to the Company:

	 	Retail Ventures Inc.
	 

	 	3241 Westerville Road
	 

	 	Columbus, OH 43224
	 

	 	Attn: James McGrady, Chief Financial Officer
	 

	 	Fax No. (614) 473-2721






26









 






	 	 	 
	with copies to:

	 	Retail Ventures, Inc.
	 

	 	3241 Westerville Road
	 

	 	Columbus, OH 43224
	 

	 	Attn: General Counsel
	 

	 	Fax No. (614) 337-4682
	 
	 	 
	If to Holder:

	 	Back Bay Capital Funding LLC
	 

	 	40 Broad Street, 10th Floor
	 

	 	Boston, MA 02109
	 

	 	Attn: William Chan
	 

	 	Fax No. (617) 434-4185
	 
	 	 
	with copies to:

	 	Bingham McCutchen LLP150 Federal Street
	 

	 	Boston, MA 02110-1726
	 

	 	Attn: Matt Furlong, Esq.
	 

	 	Fax No. (617) 951-8736






          All such notices and communications (and deliveries) shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; when receipt is acknowledged, if
telecopied; on the next Business Day, if timely delivered to a courier guaranteeing overnight
delivery; and five days after being deposited in the mail, if sent first class or certified mail,
return receipt requested, postage prepaid; provided, that the exercise of any Warrant shall
be effective in the manner provided in Section 2.




          17. AMENDMENTS. This Warrant and any term hereof may not be amended, modified,
supplemented or terminated, and waivers or consents to departures from the provisions hereof may
not be given, except by written instrument duly executed by the Company and the Holder.




          18. DESCRIPTIVE HEADINGS, ETC. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms contained herein.
Unless the context of this Warrant otherwise requires: (1) words of any gender shall be deemed to
include each other gender; (2) words using the singular or plural number shall also include the
plural or singular number, respectively; (3) the words “hereof”, “herein” and “hereunder” and words
of similar import when used in this Warrant shall refer to this Warrant as a whole and not to any
particular provision of this Warrant, and Section and paragraph references are to the Sections and
paragraphs of this Warrant unless otherwise specified; (4) the word “including” and words of
similar import when used in this Warrant shall mean “including, without limitation,” unless
otherwise specified; (5) “or” is not exclusive; and (6) provisions apply to successive events and
transactions.




          19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the law of the State of New York.




          20. REGISTRATION RIGHTS AGREEMENT. The shares of Common Stock (and Other Securities
of the Company) issuable upon exercise of this Warrant shall

27









 








constitute Registrable Securities (as such term is defined in the Registration Rights
Agreement). The shares of DSW Stock issuable upon exercise of this Warrant shall constitute
Registrable Securities (as such term is defined in the DSW Registration Rights Agreement). Each
Holder shall be entitled to all of the benefits afforded to a holder of any such Registrable
Securities under the Registration Rights Agreement and such Holder, by its acceptance of this
Warrant, agrees to be bound by and to comply with the terms and conditions of the Registration
Rights Agreement and the DSW Registration Rights Agreement, applicable to such Holder as a holder
of such Registrable Securities. In addition to the foregoing, to the extent the Holder exercises
this Warrant into DSW Stock within 180 days of a Qualifying IPO, such Holder agrees not to transfer
such Warrant Shares until the date that is 181 days after the closing date of such Qualifying IPO.




          21. EXPIRATION. The right to exercise this Warrant shall expire at 5:00 p.m., New
York City time, on June 11, 2012.




          22. COSTS AND ATTORNEYS’ FEES. In the event that any action, suit or other proceeding
is instituted concerning or arising out of this Warrant, the Company agrees and the Holder, by
taking and holding this Warrant agrees, that the prevailing party shall recover from the
non-prevailing party all of such prevailing party’s costs and reasonable attorneys’ fees incurred
in each and every such action, suit or other proceeding, including any and all appeals or petitions
therefrom.




[Remainder of this page intentionally left blank]




28









 








          IN WITNESS WHEREOF, the Company has executed and delivered this Warrant as of the date first
above written.




	 	 	 	 	 	 	 
	 	 	RETAIL VENTURES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James A. McGrady	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James A. McGrady	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






29









 






	 	 	 
	 

	 	EXHIBIT A to
	 

	 	Common Stock Purchase Warrant






FORM OF

ELECTION TO PURCHASE SHARES OF COMMON STOCK




          The
undersigned hereby irrevocably elects to exercise the Warrant to purchase ___ Common
Shares, no par value per share (“Common Stock”), of RETAIL VENTURES, INC. and hereby makes payment
of $______ therefor [or] makes payment by reduction pursuant to Section 2.1(b)(ii) of the Warrant
of the number of shares of Common Stock otherwise issuable to the Holder upon Warrant exercise by
___ shares [or] makes payment therefor by delivery of the following Common Stock Certificates of
the Company (properly endorsed for transfer in blank) for cancellation by the Company pursuant to
Section 2.1(b)(iii) of the Warrant, certificates of which are
attached hereto for cancellation _______________
[list certificates by number and amount]. The undersigned hereby requests that certificates for
such shares be issued and delivered as follows:




	 	 	 	 	 
	ISSUE TO:
	 	 	 	 
	 	 	 
	(NAME)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)
	 
	 	 	 	 
	 
	 

	 	(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)	 	 
	 
	 	 	 	 
	DELIVER TO:
	 	 	 	 
	 	 	 
	 

	 	(NAME)	 	 
	 
	 	 	 	 
	 
	 

	 	(ADDRESS, INCLUDING ZIP CODE)	 	 






          If the number of shares of Common Stock purchased (and/or reduced) hereby is less than the
number of shares of Common Stock covered by the Warrant, the undersigned requests that a new
Warrant representing the number of shares of Common Stock not so purchased (or reduced) be issued
and delivered as follows:




	 	 	 	 	 
	ISSUE TO:
	 	 	 	 
	 	 	 
	(NAME OF HOLDER)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)
	 
	 	 	 	 
	DELIVER TO:
	 	 	 	 
	 	 	 
	(NAME OF HOLDER)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)






	 	 	 	 	 	 	 
	Dated: ______, 20___

	 	 	 	     NAME OF HOLDER
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






30









 






	 	 	 
	 

	 	EXHIBIT B to
	 

	 	Common Stock Purchase Warrant






FORM OF

ELECTION TO PURCHASE SHARES OF DSW STOCK




          The
undersigned hereby irrevocably elects to exercise the Warrant to purchase ___ Class A
Common Shares, no par value, of DSW Inc. (“DSW Stock”) and
hereby makes payment of $______ therefor [or] makes payment by reduction pursuant to Section 2.1(b)(ii) of the Warrant of the
number of shares of DSW Stock otherwise issuable to the Holder upon
Warrant exercise by ___ shares
[or] makes payment therefor by delivery of the following DSW Stock Certificates of DSW Inc.
(properly endorsed for transfer in blank) for transfer to the Company pursuant to Section
2.1(b)(iii) of the Warrant, certificates of which are attached hereto
for cancellation
_______________
[list
certificates by number and amount]. The undersigned hereby requests that certificates for such
shares be issued and delivered as follows:




	 	 	 	 	 
	ISSUE TO:
	 	 	 	 
	 	 	 
	(NAME)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)
	 
	 	 	 	 
	 
	(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
	 
	 	 	 	 
	DELIVER TO:
	 	 	 	 
	 	 	 
	 

	 	(NAME)	 	 
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)






          If the number of shares of DSW Stock purchased (and/or reduced) hereby is less than the number
of shares of DSW Stock covered by the Warrant, the undersigned requests that a new Warrant
representing the number of shares of DSW Stock not so purchased (or reduced) be issued and
delivered as follows:




	 	 	 	 	 
	ISSUE TO:
	 	 	 	 
	 	 	 
	(NAME OF HOLDER)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)
	 
	 	 	 	 
	DELIVER TO:
	 	 	 	 
	 	 	 
	(NAME OF HOLDER)
	 
	 	 	 	 
	 
	(ADDRESS, INCLUDING ZIP CODE)






	 	 	 	 	 	 	 
	Dated: ______, 20___

	 	 	 	     NAME OF HOLDER
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






31









 






	 	 	 
	 

	 	EXHIBIT C to
	 

	 	Common Stock Purchase Warrant






FORM OF ASSIGNMENT




          FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the Assignee
named below all of the rights of the undersigned to purchase Common Shares, no par value per share
(“Common Stock”) of RETAIL VENTURES, INC. (the “Company”) or, after the consummation of a
Qualifying IPO (as defined in the Warrant) but prior to the consummation of a Spin-Off (as defined
in the Warrant) and satisfaction of the Company’s obligations pursuant to Section 3.3(b) and at its
election, Class A common shares no par value per share (“DSW Stock”) of DSW Inc. owned by
the Company, and represented by the Warrant, with respect to the number of shares of Common Stock
and DSW Stock set forth below:




	 	 	 	 	 	 	 
	 

	 	 	 	No. of Shares of
	 	No. of Shares of
	Name of Assignee

	 	Address
	 	Common Stock
	 	DSW Stock
	 

	 	 
	 	 
	 	 




and does
hereby irrevocably constitute and appoint ______ Attorney to make such transfer on the
books of maintained for that purpose, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated: ______, 20___

	 	 	 	     NAME OF HOLDER
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







32