Common use of Manner of Exercise; Payment of the Purchase Price Clause in Contracts

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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, in whole or in part, at any time or from time to time on and after the date hereof and prior to the Expiration Date, by surrendering to the Company at its principal office (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iii) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.

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 on any Business Day on or after the Initial Measurement Date but prior to the Expiration Date (with each date of exercise being referred to herein as an "Exercise 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment in the amount equal to the product of the applicable Purchase aggregate Exercise Price for Per Share multiplied by 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 Series C Shares 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 all or any part of the unpaid principal amount of Notes held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Series C 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 the number and type of shares of Common Stock into which such Series C Shares are convertible on the date of exercise Exercise Date 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, Series C Shares 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 Series C Shares issuable upon such exercise shall be reduced by such number specified for cancellationnumber, or (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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 Exercise Date 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.

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 5:00 p.m., New York City time, on 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 A (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 onlyform. (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 all or any part of the unpaid principal amount of Loans held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares shares of Common Stock 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

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 A (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 onlyform. (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 the shares of Common Stock 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

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 on and after June 30, 2004 and 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 A (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 the shares of Common Stock 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 of 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, in whole or in part, at any time or from time to time on and after May 13, 2001 (and only if the Vesting Event has occurred) and prior to the Expiration Date, by surrendering to the Company at its principal office (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iii) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.

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 on or after the Exercise Date through 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 A (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 onlyform. (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 the shares of Common Stock 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, in whole or in part, at any time or from time to time after the Vesting Date and prior to the Expiration Date, by surrendering to the Company at its principal office (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iii) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.

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, A or (provided that the Company has not consummated a Spin-Off and satisfied its obligation obligations pursuant to Section 3.3(b3.7(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 Warrant Shares being purchased (the "Aggregate Purchase Price"). Any partial exercise of this Warrant shall be for a whole number of Warrant Shares only. Such Exercise Notice shall set forth (i) the Exercise Date, (ii) whether this Warrant is being exercised for shares of Common Stock or of DSW Stock, (iii) 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(b3.7(b)), DSW Stock specified in such form for which this Warrant is being exercised, (iv) the “Aggregate method of payment therefor, (v) the current Purchase Price”). Any partial exercise of this Warrant shall be for a whole , and (vi) the number of Warrant Shares onlyto be issued and the amount if any, to be paid by the Company to the Holder in lieu of fractional shares. (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 that portion of unpaid principal amount (but not accrued and unpaid cash interest or PIK Interest (as defined in the Convertible Facility)) of the Holder's portion of the Loan in an amount equal to the Aggregate Purchase Price, (iii) by surrendering for cancellation or transfer to the Company of such number of Warrant Shares shares of Common Stock or shares of DSW Stock 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 (iiiiv) by surrender to the Company for cancellation or transfer to the Company of 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, or (v) any combination of the foregoing. (c) Upon the consummation of a Spin-Off and the satisfaction of the Company’s 's obligations pursuant to make the distribution to the Holder required by Section 3.3(b3.7(b), this Warrant shall no longer be exercisable for shares of DSW Stock Stock, and the Holder shall not be entitled to the pro rata share of the dividend or distribution pursuant to Section 3.3(a3.7(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 WarrantsWarrants pursuant to Section 3.7(b). (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.

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 '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.

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 commencing on the date first set forth above and 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 A (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 onlyform. (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 the shares of Common Stock 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

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 a completed Election to Purchase Shares in the form 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 A (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 Shares 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 all or any part of the unpaid principal amount, plus accrued interest thereon, of the then-outstanding Obligations (as defined in the Loan Agreement) in an amount equal to the Aggregate Purchase Price; PROVIDED, that any such cancellations shall be applied in accordance with Section 2.4(b) of the Loan Agreement, (iii) by cancellation of such number of Warrant Common 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, Shares 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 (iiiiv) by surrender to the Company for cancellation certificates representing shares Common 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.

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 on or after May 17, 2004 but prior to the Expiration Date, for a number of shares of Common Stock not greater than the then-Applicable Number of Shares determined as of the date of exercise, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares (the “Notice”) 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 A (or a reasonable facsimile thereof) duly executed by the Holder, which Notice shall specify the number of shares of Common Stock to be issued to such Holder and accompanied by payment of the applicable purchase price (the “Purchase Price”) in an amount equal to the product of (i) the Exercise Price for and (ii) 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 onlyissued. (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 all or any part of the unpaid principal amount of the then-outstanding Obligations (as defined in the Financing Agreement) in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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. , or (cv) Upon the consummation of by a Spin-Off and the satisfaction combination 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) methods described 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 clauses (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 Warrantand (iv).

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, in whole or in part, at any time or from time to time after the Vesting Date and prior to the Expiration Date, by surrendering to the Company at its principal office (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of all or any part of the unpaid principal amount of the Convertible Notes held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.

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 after the Exercise Date through the Expiration Date, by surrendering to the Company Corporation 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 A (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 onlyform. (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 Corporation or by wire transfer to the CompanyCorporation, (ii) by cancellation of all or any part of the unpaid principal amount of the then-outstanding Obligations (as defined in the Financing Agreement) in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 Corporation and the number of shares issuable upon such exercise shall be reduced by such number specified for cancellationnumber, or (iiiiv) by surrender to the Company Corporation for cancellation certificates representing shares of Common Stock or transfer to of the Company certificates representing shares of DSW Stock Corporation 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.

Manner of Exercise; Payment of the Purchase Price. (a) This A Warrant may be exercised by the Holder hereofholder thereof, in whole or in part, at any time or from time to time prior to the Expiration Date, by surrendering to the Company Warrant Agent at its principal office this Warrantaddressed to American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, or if such exercise shall ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ublic offering, at the location designated by the Company, such Warrant Certificate 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 such 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 onlyform. (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 all or any part of the unpaid principal amount of Notes held by the holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock otherwise issuable to the Holder 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of the Company certificates representing shares of DSW Stock owned by the Holder 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.

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 A (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 Shares specified in such form (the “Aggregate Purchase Price”). Any partial exercise of this Warrant shall be for a whole number of Warrant Shares onlyform. (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 the Common 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, Shares 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares Common 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 an aggregate 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Except as set forth in Section 2.1(c) below, 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 A (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 all or any part of the unpaid principal amount of the then-outstanding Obligations (as defined in the Financing Agreement) in an amount equal to the Aggregate Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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 The portion of the Company’s obligations to make Warrant that constitutes the distribution to Allocated Warrants (as defined in the Holder required by Section 3.3(b), this Warrant shall no longer be exercisable for shares of DSW Stock and the Holder Convertible Facility) shall not be entitled to exercisable by the pro rata share Holder from the date on which the Holder receives the Buyout Exercise Notice (as defined in the Convertible Facility) until the date which is 31 days after the receipt by the Holder of the dividend or distribution pursuant to Section 3.3(aBuyout Exercise Notice, unless such Buyout Exercise Notice involves a Referred SSC Transaction (as defined in the Convertible Facility) in respect of which case, this Section 2.1(c) shall not apply to such Spin-Off Buyout Exercise Notice, and distribution; provided, however, that this the 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 Warrantsin full. (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.

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 A (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 onlyform. (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 the shares of Common Stock 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, in whole or in part, at any time or from time to time on and after the date hereof and prior to the Expiration Date, by surrendering to the Company at its principal office (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iii) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.transfer

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) A 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Common Stock 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 owned of DSW Stock owned record 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereof, in whole (with respect to the number of shares determined in accordance with Section 3.1) 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 during normal business hours on any Business Day 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 A (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 onlyform. (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 check, bank draft or postal or express money order payable to the order of the Company or by wire transfer to the Company, (ii) by cancellation of all or any part of the unpaid principal amount of Notes held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of all or any part of the unpaid amount of the exit fee payable by the Company to the Holder pursuant to the terms and provisions of the Loan Agreement, (iv) by reducing the the amount otherwise payable to the Holder pursuant to Section 3.2.2, (v) by cancellation of such number of Warrant Shares the shares of Common Stock 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 cancellationnumber, or (iiivi) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to securities of 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, 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 (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the applicable Purchase Price as described below 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 onlyform. (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 account of the Company, (ii) by cancellation of all or any part of the unpaid principal amount of the Convertible Notes held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.

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 A (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 onlyform. (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 the shares of Common Stock 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 cancellationnumber, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

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 A (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 onlyform. (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 all or any part of the unpaid principal amount of Notes held by the Holder in an amount equal to the Purchase Price, (iii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 cancellationnumber, or (iiiiv) by surrender to the Company for cancellation certificates representing shares of Common Stock or transfer to of 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.

Manner of Exercise; Payment of the Purchase Price. (a) This Warrant may be exercised by the Holder hereofHolder, 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 (or such other office or agency of the Company as the Company may designate in a written notice to the Holder) this Warrant, together 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 A (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 onlyform. (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 account of the Company, (ii) by cancellation of such number of Warrant Shares the shares of Common Stock 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 upon delivery of such excess notice such 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 cancellationnumber, or (iii) by surrender to the Company for cancellation cancellation, certificates representing shares of Common Stock or transfer to of 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.