Common use of RESERVATION OF STOCK, ETC Clause in Contracts

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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding and otherwise in accordance with the terms of the Purchase Agreement. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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 stock that 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.

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 Warrantthe Warrants, 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 Warrantall Warrants at the time outstanding and otherwise in accordance with the terms of the Asset Purchase Agreement and the Management Agreement. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantthe Warrants. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to a Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the “Transfer Agent”), and every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrantthe Warrants, 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 each Warrant on file with the transfer agent Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrantthe Warrants. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto 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 Common Stock need be reserved in respect of any unexercised Warrant.

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 the Warrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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, 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.

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 Securities) from time to time issuable or transferable upon exercise of this Warrant. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to this Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (“Transfer Agent”), and every subsequent transfer agent 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 Transfer Agent for the Common Stock and with every subsequent transfer agent 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 Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto 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 Common Stock need be reserved in respect of any unexercised Warrant.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The Company will ensure that the transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of any of the purchase rights represented by this a 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 a Warrant on file with the transfer agent for the Common Stock Warrant Agent and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Securities) from time to time issuable or transferable upon exercise of this WarrantWarrant at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to this Warrant shall be duly authorized and, when issued or transferred upon such exerciseexercise or conversion, to shall 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 taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder)encumbrances, taxes, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent 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, stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of any unexercised portion of this Warrant.

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 Class C Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrant. The Company shall cause all All shares of Class C Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to this Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Class C Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Class C Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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, 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.

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 Warrantthe Warrants, one hundred and fifty percent (150%) of the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (“Transfer Agent”), and every subsequent transfer agent 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 Transfer Agent for the Common Stock and with every subsequent transfer agent 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 Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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 stock that 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.

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 WarrantWarrant [For Cerberus Warrant only: without regard to any limit on exercisability set forth in Section 2.5 or otherwise in this Warrant or any comparable provision in the Conversion Warrants]. 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 '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 '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.

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 Shares (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrant. The Company shall cause all shares of All Common Stock, Shares (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall 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 StockShares, and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock Shares and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantthe Warrants (the “Required Reserve Amount”). The Company shall cause all initial number of shares of Common StockStock reserved for issuance upon exercise of all Warrants and each increase (or decrease) in the number of shares so reserved shall be allocated pro rata among the holders of Warrants based on the number of shares of Common Stock issuable upon exercise of the Warrants held by each holder on June 30, 2004 or the effective date of such increase (or decease) in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrants then held by such holders. All shares of Common Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall 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 Warrant Certificates 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, 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.

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 Warrantthe Warrants, 150% of the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding and otherwise in accordance with the terms of the Purchase Agreement. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 '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 '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.

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 Securities) from time to time issuable or transferable upon exercise of this WarrantWarrant at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to this Warrant shall be duly authorized and, when issued or transferred upon such exerciseexercise or conversion, to shall 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 taxes, 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, which may be the Company (“Transfer Agent”), and every subsequent transfer agent 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 Transfer Agent for the Common Stock and with every subsequent transfer agent 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 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, stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of any unexercised portion of this Warrant.

RESERVATION OF STOCK, ETC. The Company shall will at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon the exercise of this Warrantthe Warrants and free from preemptive rights, the number of all shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon the exercise of this Warrantthe Warrants at the time outstanding. The Company shall cause all All such shares (and any such Other Securities consisting of shares of Common Stock, or Other Securities of the Company issuable and capital stock) 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 shall be validly issued and, in the case of sharesissued, fully paid and nonassessablenonassessable with no liability on the part of the holders thereof. Any such Other Securities (other than shares of capital stock) shall be duly authorized and, when issued upon such exercise, shall be validly issued and legally binding obligations, enforceable in accordance with their terms, with no liability on the part of the holders thereof, and, in . Without limiting the case of all securities, shall be free from all liens, security interests, encumbrances (in each generality of the foregoing casesforegoing, 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 if any shares of Common Stock (or Other Securities) required to be reserved for the Company’s capital stock issuable upon the purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act) or under any state law before such shares (or Other Securities) may be issued upon exercise of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed the Company will at all times until its expense, as expeditiously as possible, cause such shares (or Other Securities) to be duly registered or approved, as the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purposecase may be. The Company, in addition, will review its stock ledgers, stock transfer books and other corporate records periodically (and not less often than once in each calendar quarter) in order to determine whether, as a result of any action taken by 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 or any shares officer of the Company’s capital stock issuable , any holder of a Warrant is or shall have become, directly or indirectly, the beneficial owner of more than such percentage of any class of its equity securities (as defined in the Securities Exchange Act) as shall cause such holder to be required to make any filings or declarations to the Company, the Commission or any national securities exchange pursuant to the provisions of the Securities Exchange Act or any comparable federal statute, and the Company will give prompt written notice to such holder whenever it shall have determined, upon the exercise basis of the rights information disclosed by any such review, that such holder is or has become such a holder because of purchase represented by this Warrant. The such action, which notice shall also specify the information upon which the Company shall supply bases such transfer agent with duly executed stock certificates for determination; provided, however, that the Company need give such purpose. All Warrants surrendered upon the exercise notice only once in each fiscal year to any holder whose percentage of beneficial ownership of any class of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence Company's equity securities has not changed since the date of the number giving 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 Warrantimmediately preceding notice.

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 WarrantWarrant without regard to any limit on exercisability set forth in Section 2.5 or otherwise in this Warrant or any comparable provision in the Conversion Warrants. 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.

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 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 canceledcancelled, and such canceled cancelled Warrants shall constitute sufficient evidence of the number of shares of common stockCommon 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 Common Stock need be reserved in respect of any unexercised Warrant.

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 Securities) from time to time issuable or transferable upon exercise of this WarrantWarrant at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to this Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all issuance, stamp or similar taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Certificates 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, stock which have been issued upon the exercise of such Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved by the Company in respect of any unexercised this Warrant.

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 Securities) from time to time issuable or transferable upon exercise of this Warrant. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall 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 '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 '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, 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.

RESERVATION OF STOCK, ETC. The Company shall will at all times reserve and keep available, solely for issuance (in the case of Common Stock) or transfer and delivery upon the exercise of this Warrantthe Warrants and free from preemptive rights, the number of all shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon the exercise of this Warrantthe Warrants at the time outstanding. The Company shall cause all All such shares (and any such Other Securities consisting of shares of Common Stock, or Other Securities of the Company issuable and capital stock) 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 shall be validly issued and, in the case of sharesissued, fully paid and nonassessablenonassessable with no liability on the part of the holders thereof. Any such Other Securities (other than shares of capital stock) shall be duly authorized and, when issued upon such exercise, shall be validly issued and legally binding obligations, enforceable in accordance with their terms, with no liability on the part of the holders thereof, and, in . Without limiting the case of all securities, shall be free from all liens, security interests, encumbrances (in each generality of the foregoing casesforegoing, 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 if any shares of Common Stock (or Other Securities) required to be reserved for the Company’s capital stock issuable upon the purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act) or under any state law before such shares (or Other Securities) may be issued upon exercise of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed the Company will at all times until its expense, as expeditiously as possible, cause such shares (or Other Securities) to be duly registered or approved, as the Expiration Date to reserve such number of authorized and unissued shares as shall be requisite for such purposecase may be. The Company, in addition, will review its stock ledgers, stock transfer books and other corporate records periodically (and not less often than once in each calendar quarter) in order to determine whether, as a result of any action taken by 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 or any shares officer of the Company’s capital stock issuable , any holder of a Warrant is or shall have become, directly or indirectly, the beneficial owner of more than such percentage of any class of its equity securities (as defined in the Securities Exchange Act) as shall cause such holder to be required to make any filings or declarations to the Company, the Commission or any national securities exchange pursuant to the provisions of the Securities Exchange Act or any comparable federal statute, and the Company will give prompt written notice to such holder whenever it shall have determined, upon the exercise basis of the rights information disclosed by any such review, that such holder is or has become such a holder because of purchase represented by this Warrant. The such action, which notice shall also specify the information upon which the Company shall supply bases 60 18 such transfer agent with duly executed stock certificates for determination; provided, however, that the Company need give such purpose. All Warrants surrendered upon the exercise notice only once in each fiscal year to any holder whose percentage of beneficial ownership of any class of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence Company's equity securities has not changed since the date of the number giving 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 Warrantimmediately preceding notice.

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 the Warrant, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this the Warrant. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to the Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates surrendered upon the exercise of the rights thereby evidenced shall be canceled, and each such canceled Warrants Warrant shall constitute sufficient evidence of the number of shares of common stock, if exercised for Common Stock, stock which have been issued upon the exercise of such WarrantsWarrant. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.

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 Warrantthe Warrants, one hundred and fifty percent (150%) of the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (“Transfer Agent”), and every subsequent transfer agent 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 Transfer Agent for the Common Stock and with every subsequent transfer agent 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 Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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 stock that 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.. Series B Warrant No. B-Agent Page — 9

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The Company will insure that the transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of any of the purchase rights represented by this a 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 a Warrant on file with the transfer agent Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe warrants, the number of shares of Common Stock, DSW Stock common stock (which, for the avoidance of doubt, may be Class B Sharesor other securities) or Other Securities from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, 100% of the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding and otherwise in accordance with the terms of the Purchase Agreement. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company ("Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. purpose All Warrants Warrant Certificates 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, 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.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (“Transfer Agent”), and every subsequent transfer agent 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 Transfer Agent for the Common Stock and with every subsequent transfer agent 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 Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant certificates 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 stock that 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.

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 Warrantthe Warrants, 100% of the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantany Warrant at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the "Transfer Agent"), and every subsequent transfer agent Transfer Agent for any shares of the Company’s '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 Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s 's capital stock issuable upon the exercise of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

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 Shares from time to time issuable or transferable upon exercise of this Warrant. The Company shall cause all shares of All Common Stock, or Other Securities of the Company Shares issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall 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 StockShares, and every subsequent transfer agent 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 Transfer Agent for the Common Stock Shares and with every subsequent transfer agent 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 Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.

RESERVATION OF STOCK, ETC. The Company represents and warrants to each Holder that as of the date of this Agreement, 175,000,000 shares of Common Stock has been authorized for issuance, 41,980,520 shares of Common Stock are issued and outstanding and no shares of preferred stock are issued and outstanding. 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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Sharesand Other Securities) or Other Securities from time to time issuable or transferable upon exercise of the Warrants. All Warrants issued pursuant to this WarrantAgreement shall be duly authorized, validly issued and free from all taxes, liens, security interests, encumbrances, preemptive rights and charges. The Company shall cause all All shares of Common Stock, or Stock (and Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to Warrant shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The transfer agent for the Common Stock, which may be the Company (the “Transfer Agent”), and every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this Warrantthe Warrants, 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 each Warrant on file with the transfer agent Transfer Agent for the Common Stock and with every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrantthe Warrants. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced and not required to be returned to the Holder pursuant hereto 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 Common Stock need be reserved in respect of any unexercised Warrant.

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 Warrantthe Warrants, the number of shares of Common Stock, DSW Stock (which, for the avoidance of doubt, may be Class B Shares) or Other Securities Securities) from time to time issuable or transferable upon exercise of this Warrantall Warrants at the time outstanding. The Company shall cause all All shares of Common Stock, Stock (or Other Securities of the Company Securities) issuable and shall use its reasonable best efforts to cause all shares of DSW Stock transferable, upon exercise of any Warrants to shall be duly authorized and, when issued or transferred upon such exercise, to shall be validly issued and, in the case of shares, fully paid and nonassessable, nonassessable with no liability on the part of the holders thereof, and, in the case of all securities, shall be free from all taxes, liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxesencumbrances, preemptive rights and charges. The Company will ensure that the transfer agent for the Common Stock, which may be the Company (“Transfer Agent”), and every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of any of the purchase rights represented by this a 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 a Warrant on file with the transfer agent for the Common Stock Warrant Agent and with every subsequent transfer agent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by this a Warrant. The Company shall supply such transfer agent Transfer Agent with duly executed stock certificates for such purpose. All Warrants Warrant Certificates 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, 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.