COMMON STOCK PURCHASE WARRANT No. W-10

Exhibit 4.1

RETAIL VENTURES, INC.

COMMON STOCK PURCHASE WARRANT No. W-10		May 30, 2008

Warrant to Purchase
1,388,752 Shares of RVI Common Stock (plus up to 685,417 additional
Shares of RVI Common Stock under Section 3.1(b) hereof, if applicable)
or 328,915 DSW Class A Shares
(subject to adjustment as set forth herein)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Conversion Warrants ” means those certain warrants issued as of July 5, 2005, in connection with an amendment and restatement of the Convertible Facility.

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

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

          “ Corresponding Common Stock Number ” shall mean, with respect to a specified number of shares of DSW Stock, the number of shares of Common Stock obtained by dividing: (i) the product of (A) the number of shares of DSW Stock with respect to which such

determination is being made and (B) the DSW Stock Purchase Price by (ii) the Common Stock Purchase Price; rounding up in the case of any fractional share.

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

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

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

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

          “ DSW Registration Rights Agreement ” shall mean the registration rights agreement, dated as of July 5, 2005, among DSW and the Initial Holders.

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

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

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

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

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

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

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

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

          “ Initial Common Stock Exercise Amount ” means 1,388,752 shares.

          “ Initial DSW Stock Exercise Amount ” shall mean the number of shares of DSW Stock obtained by dividing (i) the product of (A) 1,388,752 and $4.50 by (ii) the IPO Pricerounding up for any fractional share, which such amount is equal to 328,915 shares.

          “ Initial Holders ” shall mean CPLP, SSC and Back Bay Capital Funding LLC.

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

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

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

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

in such security is quoted in the over-the-counter market, the average of the closing bid and asked prices of the security on such date as shown on the OTC Bulletin Board, or (v) if such security is not then listed or admitted for trading on any national exchange or quoted in the over-the-counter market, the fair value thereof (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith by a committee of the Company’s Board of Directors consisting of directors who are not Affiliates of the Company, SSC or the Holder; provided , however , that at the request of the Holder, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within 10 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and provided , further, that the Company shall pay all of the fees and expenses of any third parties incurred in connection with determining the Market Price.

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

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

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

          “ Original Issuance Date ” means September 26, 2002.

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

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

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

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

          “ Qualifying IPO ” shall mean an initial public offering of DSW (a) in which the sale price of the Class A Shares sold in the initial public offering shall reflect the fair market value of such shares at the time of the initial public offering as determined by the Company’s Board of Directors; (b) from which the net proceeds are sufficient to repay in full all obligations

outstanding under the Financing Agreement and $25,000,000 of the principal amount under the Convertible Facility; and (c) which is consummated on or prior to December 31, 2005.

          “ Registration Rights Agreement ” shall mean the Second Amended and Restated Registration Rights Agreement, dated as of July 5, 2005, among the Company and the Initial Holders.

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

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

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

          “ SSC ” shall mean Schottenstein Stores Corporation.

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

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

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

          2.  EXERCISE OF WARRANT .

          2.1. Manner of Exercise; Payment of the Purchase Price . (a) This Warrant may be exercised by the Holder hereof, in whole or in part, at any time or from time to time prior to the Expiration Date, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares attached hereto as Exhibit A, or (provided that the Company has not consummated a Spin-Off and satisfied its obligation pursuant to Section 3.3(b)) if this Warrant is being exercised for Shares of DSW Stock, Exhibit B (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable

Purchase Price for the number of shares of Common Stock or, after the consummation of a Qualifying IPO (provided that the Company has not consummated a Spin-Off and satisfied its obligations pursuant to Section 3.3(b), DSW Stock specified in such form (the “ Aggregate Purchase Price ”). Any partial exercise of this Warrant shall be for a whole number of Warrant Shares only.

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

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

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

          2.2. When Exercise Effective . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day in the case of Common Stock and on the next succeeding Business Day in the case of DSW Stock on which this Warrant shall have been surrendered to, and the Purchase Price shall have been received by, the Company as provided in Section 2.1, and, to the extent permitted by law, at such time the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock (or Other Securities of the Company) in the case of an exercise of this Warrant for Common Stock shall be issuable upon such exercise as provided in Section 2.3 shall be deemed to have become the holder or holders of record thereof for all purposes.

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

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

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

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

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

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

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

          3.1. Adjustment of Number of Shares .

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

adjustments to the Common Stock Purchase Price shall result in an adjustment only in the number of shares of Common Stock issuable hereunder and an adjustment to the DSW Stock Purchase Price shall result in an adjustment only in the number of shares of DSW Stock issuable hereunder.

          (b) In the event that, prior to the exercise in full of this Warrant, the Company issues any shares of Common Stock upon the conversion of Convertible Securities outstanding as of the Original Issuance Date (including, without limitation, upon exercise of the Conversion Warrants) (a “ Conversion ”), the number of shares of Common Stock issuable upon the exercise of this Warrant (whether or not this Warrant has been partially exercised) shall be automatically increased by the number of shares equal to 4.1125% of the shares of Common Stock issued upon such Conversion, and the Purchase Price shall not be adjusted in connection with such increase. Any adjustments made to the Purchase Price or the number of shares of Common Stock issuable upon exercise of the Warrant prior to such Conversion shall be made as if the Warrant were initially exercisable for such increased number of shares. Upon each such Conversion, the Company shall promptly deliver to the Holder the report required by Section 7 hereof. For the avoidance of doubt, this section 3.1(b) shall only apply to exercise of this Warrant for Common Stock and a corresponding increase shall not be made with respect to DSW Stock.

          3.2. Adjustment of Purchase Price for New Issuances .

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

          (b)  Treatment of Options and Convertible Securities . Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) for a consideration per share (determined pursuant to Section 3.6) that is less than, in the case of Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on

an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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

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

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