VOTING AND STOCKHOLDER AGREEMENT AMONG JAY L. SCHOTTENSTEIN, ANN S. DESHE, SUSAN S. DIAMOND AND THE ADDITIONAL PARTIES NAMED HEREIN Dated as of September 16, 2011

EXHIBIT 1

VOTING AND STOCKHOLDER AGREEMENT

AMONG

XXX X. XXXXXXXXXXXXX,

XXX X. XXXXX,

XXXXX X. XXXXXXX

AND

THE ADDITIONAL PARTIES NAMED HEREIN

Dated as of September 16, 2011

TABLE OF CONTENTS


		Page
ARTICLE I

TRANSFER RESTRICTIONS
Section 1.1	General Transfer Restrictions		2
Section 1.2	Permitted Transfers		3
Section 1.3	Volume Limitations		4
Section 1.4	Legend		5

ARTICLE II
Right of First Offer

Section 2.1	Right of First Offer as to AEO and Public REIT Shares		7
Section 2.2	Right of First Offer as to DSW B Shares		8
Section 2.3	Xxx Xxxxxxxxxxxxx Group Representative		9

ARTICLE III
VOTING CONTROL

Section 3.1	Irrevocable Proxy as to Public Shares		10
Section 3.2	Irrevocable Proxy as to LLC Units		10

ARTICLE IV
MISCELLANEOUS

Section 4.1	Conflicting Agreements		10
Section 4.2	Termination		11
Section 4.3	Ownership Information		11
Section 4.4	Savings Clause		11
Section 4.5	Modification/Waiver		11
Section 4.6	Severability		11
Section 4.7	Entire Agreement		11
Section 4.8	Successors and Assigns		11
Section 4.9	Counterparts		12
Section 4.10	Remedies		12
Section 4.11	Notices		12
Section 4.12	Governing Law		13
Section 4.13	Consent to Jurisdiction		13
Section 4.14	Interpretation		14

INDEX OF DEFINED TERMS


	Page

90-Day Period		7
AEO		1
AEO Shares		1
Affiliate		3
Agreement		1
Xxx Xxxxx		1
control		3
controlled		3
controlling		3
Deshe Representative		4
Deshe Stockholders		4
Deshe/Diamond Family Trusts		1
Deshe/Diamond Group		1
Deshe/Diamond Representative		4
Deshe/Diamond Stockholders		1
Diamond Representative		4
Diamond Stockholders		4
XXX		0
XXX X Xxxxxx		0
XXX X Shares		1
Exercise Period		7
Family Trusts		15
Xxx Xxxxxxxxxxxxx		1
LLC Xxxxx		0
XXXXX		0
Xxxxxxx XXX X Shares		8
Offered Price		7
Offered Shares		7
Parties		1
Party		1
Permitted Transferees		3
Person		3
Public Company		2
Public REIT Shares		1
Public Shares		1
Receiving Agent		1
ROFO Notice		7
ROFO Response		7
SEI		1
Separation Agreement		1
SRVI		1
Xxxxx Xxxxxxx		1


Transfer			2
Transfer Agent			6
Transferee			3
Transferred			3
Transferring			3

iii

VOTING AND STOCKHOLDER AGREEMENT

This VOTING AND STOCKHOLDER AGREEMENT is dated as of September 16, 2011 (this “Agreement”), among Xxx X. Xxxxxxxxxxxxx (“Xxx Xxxxxxxxxxxxx”), in each of the capacities listed on Exhibit A attached hereto, and his lineal descendants, Xxx X. Xxxxx (“Xxx Xxxxx”) and Xxxxx X. Xxxxxxx (“Xxxxx Xxxxxxx”), and each of their respective lineal descendants and spouses, in each of the capacities listed on Exhibit B attached hereto (collectively, with Xxx Xxxxx and Xxxxx Xxxxxxx, the “Deshe/Diamond Group”) and Receiving Agent LLC, a Delaware limited liability company (the “Receiving Agent”). Each of the foregoing individuals, trustees, trust beneficiaries and entity are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties (other than the Receiving Agent) are parties to a Settlement and Separation Agreement, dated as of August 15, 2011 (the “Separation Agreement”);

WHEREAS, the capitalized terms used herein but not otherwise defined have the meanings assigned to them in the Separation Agreement;

WHEREAS, Section 2.5 of the Separation Agreement requires each of the members of the Deshe/Diamond Group, each of the trusts listed on Exhibit C attached hereto (the “Deshe/Diamond Family Trusts”) of which the members of the Deshe/Diamond Group are trustees or beneficiaries and that holds Public Shares (as defined below), Deshe Jubilee LLC, an Ohio limited liability company and the members thereof, and Diamond Jubilee LLC, an Ohio limited liability company and the members thereof (the foregoing Parties, the “Deshe/Diamond Stockholders”) to enter into, execute and deliver at the Redemption Closing a voting and stockholder agreement with Xxx Xxxxxxxxxxxxx with respect to (i) the Public Shares being transferred to the Deshe/Diamond Stockholders in connection with any Schottenstein Redemption or the REIT IPO, (ii) any DSW Shares acquired as a result of the exercise of the DSW Warrants and (iii) the limited liability company interests (the “LLC Units”) in Schottenstein Realty LLC, a Delaware limited liability company (“NEWCO”);

WHEREAS, the term “Public Shares” means (i) the shares of Class A and Class B common shares received by the Deshe/Diamond Group in redemption of SEI, Inc., a Nevada corporation (“SEI”) and Schottenstein RVI, LLC, a Delaware limited liability company (“SRVI”) pursuant to the Separation Agreement (the “DSW A Shares” and the “DSW B Shares” respectively), no par value per share, of DSW, Inc., a Delaware corporation (“DSW”), (ii) the shares of common stock, par value $0.01 per share, of American Eagle Outfitters, Inc., a Delaware corporation (“AEO”) received by the Deshe/Diamond Group in

redemption of SEI and SRVI pursuant to the Separation Agreement (“AEO Shares”), (iii) the DSW Warrants and (iv) in the event of the REIT IPO, the shares of the REIT (the “Public REIT Shares”);

WHEREAS, the Separation Agreement provides that delivery of the Aggregate Consideration, including the transfer of the Public Shares, to members of the Deshe/Diamond Group and trusts for the benefit thereof will be made to a receiving agent selected by the Deshe/Diamond Representatives and the Deshe/Diamond Representatives have caused to be formed the Receiving Agent to act as receiving agent and to hold in its name stocks, notes and other securities and property as nominee for each of the Deshe/Diamond Stockholders as are entitled to receive consideration pursuant to the terms and conditions of the Separation Agreement; and

WHEREAS, for a period of time following the Redemption Closing, the Receiving Agent will hold Public Shares and DSW Warrants on behalf of the Deshe/Diamond Stockholders.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Parties hereby agree as follows:

ARTICLE I

TRANSFER RESTRICTIONS

Section 1.1 General Transfer Restrictions.

(a) The right of the Deshe/Diamond Stockholders to Transfer (as defined below in this Section 1.1) any Public Shares is subject to the restrictions set forth in this Article I and in Article II, and no Transfer of Public Shares by the Deshe/Diamond Stockholders may be effected except in compliance with this Article I. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported Transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of DSW or AEO, as applicable (each, a “Public Company”). For purposes of this Agreement, the Parties acknowledge and agree that the Receiving Agent shall be deemed to be a member of the Deshe/Diamond Group and a Deshe/Diamond Stockholder for so long as the Receiving Agent holds any Public Shares on behalf of the Deshe/Diamond Stockholders and that the sole members of the Receiving Agent are Xxxxx Xxxxx and Xxxxxxx Xxxxxxx.

(b) “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or

understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Public Shares or any interest in any Public Shares. For purposes of this Agreement, the term Transfer shall include the transfer (including by way of sale, disposition or any other means) of an Affiliate of the Deshe/Diamond Stockholders or the Deshe/Diamond Stockholders’ interest in an Affiliate which owns Public Shares. “Transferring,” “Transferee,” “Transferred,” or similar words shall have correlative meanings to “Transfer.”

(c) “Affiliate” means, with respect to any Person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, the term “control” as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management of such Person, whether through ownership of voting securities, as trustee or executor, by contract or any other means, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. As used in this Agreement, the term “Person” means any natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, association or entity of any kind.

Section 1.2 Permitted Transfers.

(a) (x) The Deshe/Diamond Stockholders shall be permitted to make Transfers to (i) one or more of the immediate family members of such Transferring Deshe/Diamond Stockholder, (ii) one or more trusts for the benefit of such Deshe/Diamond Stockholder or any other person who would otherwise be a Permitted Transferee of such transferor, (iii) any partnership or limited liability company, all equity or similar interests in which are held by such Deshe/Diamond Stockholder or any other person who would otherwise be a Permitted Transferee of such transferor, or (iv) Xxx Xxxxxxxxxxxxx or Xxxx Xxxxxxxxxxxxx or trusts of which he or she is a trustee, and (y) the Receiving Agent shall be permitted to make Transfers to any of the Deshe/Diamond Stockholders (collectively clauses (x) and (y), the “Permitted Transferees”); provided that prior to such Transfer, the Transferee shall execute a counterpart signature page to this Agreement stating that it agrees to be bound by the terms of this Agreement to the extent such Transferee has not already executed this Agreement. The Deshe/Diamond Stockholders shall be permitted to make Transfers (x) constituting a distribution under the terms of any trust to the existing beneficiaries of such trust or spouses or descendants of such beneficiaries or any other person who would otherwise be a Permitted Transferee of such transferor and (y) pursuant to a merger, tender offer or exchange offer or other business combination, acquisition or similar transaction involving the Public Company, provided that such transaction has been approved by the Board of Directors of such Public Company.

(b) Any conversion of DSW B Shares into DSW A Shares shall be deemed a Transfer for the purposes of this Agreement. The Deshe/Diamond Stockholders shall be permitted to exercise DSW Warrants (subject to compliance with Section 2.3(c) of the Separation Agreement) provided that the DSW Warrants are exercised for DSW B Shares only,

in which case the DSW B Shares acquired as a result of such exercise shall be subject to the terms of this Agreement. For the avoidance of doubt, any exercise of the DSW Warrants into DSW B Shares shall not be deemed a Transfer for the purposes of this Agreement.

Section 1.3 Volume Limitations.

(a) The Deshe/Diamond Stockholders that are members or Affiliates of the Deshe family (and in the case of the Receiving Agent, only with respect to the shares held on behalf of the Deshe family) (the “Deshe Stockholders”) and the Deshe/Diamond Stockholders that are members or Affiliates of the Diamond Family (and in the case of the Receiving Agent, only with respect to the shares held on behalf of the Diamond family) (the “Diamond Stockholders”) shall each be permitted to enter into sales of DSW A Shares, provided that the aggregate number of DSW A Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any year does not exceed in the aggregate, with respect to each group, 10% of the total number of DSW A Shares and DSW B Shares owned by all Deshe/Diamond Stockholders as a group as of the Redemption Closing Date and provided further that the number of DSW A Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any three-month period does not exceed, with respect to each group, 0.5% of the total number of DSW A Shares and DSW B Shares then outstanding.

(b) The Deshe Stockholders and the Diamond Stockholders shall each be permitted to enter into sales of AEO Shares, provided that the aggregate number of AEO Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any year does not exceed in the aggregate, with respect to each group, 16.665% of the total number of AEO Shares owned by all Deshe/Diamond Stockholders as a group as of the Redemption Closing Date and provided further that the number of AEO Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any three-month period does not exceed, with respect to each group, 0.5% of the total number of AEO Shares then outstanding.

(c) The Deshe Stockholders and the Diamond Stockholders shall each be permitted to enter into sales of Public REIT Shares, provided that the aggregate number of Public REIT Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any year does not exceed in the aggregate, with respect to each group, 10% of the total number of Public REIT Shares owned by all Deshe/Diamond Stockholders as a group as of the Redemption Closing Date and provided further that the number of Public REIT Shares sold by the Deshe Stockholders as a group and the Diamond Stockholders as a group in any three-month period does not exceed, with respect to each group, 0.5% of the total number of Public REIT Shares then outstanding; and provided further that in no event shall the Deshe/Diamond Stockholders sell Public REIT Shares in excess of what is permitted to be sold pursuant to the underwriters’ direction.

(d) All of the Deshe Stockholders shall act together as a group and shall designate Xxxxx Xxxxx to serve as the authorized representative of the Deshe Stockholders (the “Deshe Representative”). All of the Diamond Stockholders shall act together as a group and shall designate Xxxxxxx Xxxxxxx to serve as the authorized representative of the Diamond Stockholders (the “Diamond Representative”). The “Deshe/Diamond Representative” means the Deshe Representative or the Diamond Representative, as applicable. The Deshe Representative and the Diamond Representative shall monitor compliance with the volume limitations set forth in this Section 1.3 and shall receive notices and take actions on behalf of the members of the Deshe Stockholders and the Diamond Stockholders, respectively, under this Agreement and the other Parties hereto shall be entitled to rely on such designation and to deal with the Deshe/Diamond Representative with respect to matters under this Agreement.

(e) The volume limitations under this Section 1.3 shall terminate on the fifth anniversary date of this Agreement.

Section 1.4 Legend.

(a) The Parties shall cause each certificate representing the DSW A Shares and the AEO Shares, or in the case of a destroyed, lost or stolen certificate representing the DSW A Shares or AEO Shares, as the case may be, a new replacement certificate of like tenor and principal amount issued to such Deshe/Diamond Stockholder, to bear the following legend on the face thereof:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR HYPOTHECATION OF THE SECURITIES AND OTHER LIMITATIONS REGARDING THE VOTING RIGHTS ASSOCIATED WITH THE SECURITIES, ALL AS SET FORTH IN THE VOTING AND STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 16, 2011, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”

(b) The Parties shall cause each certificate representing the DSW B Shares or the Public REIT Shares, or in the case of a destroyed, lost or stolen certificate representing the DSW B Shares or the Public REIT Shares, as the case may be, a new replacement certificate of like tenor and principal amount issued to such Deshe/Diamond Stockholder, to bear the following legend on the face thereof:

THE VOTING AND STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 16, 2011, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Any failure to cause the certificates evidencing the Public Shares to bear the legends required by this Section 1.4 shall not affect the validity or enforcement of this Agreement.

(c) The legend referred to in Section 1.4(a) and the first paragraph of the legend referred to in Section 1.4(b), as applicable, shall be removed from the applicable certificates or book-entry by the transfer agent for such shares (the “Transfer Agent”) upon delivery by the applicable Deshe/Diamond Representative to the Transfer Agent of a notice (i) setting forth the request to remove the legend from a specified number of shares, (ii) certifying that the Deshe Stockholders or the Diamond Stockholders, as applicable, have been in compliance with the applicable provisions of this Agreement, (iii) undertaking, on behalf of the Deshe stockholders or the Diamond Stockholders, as applicable, that such stockholders shall continue to comply with the applicable provisions of this Agreement, and (iv) containing proof of delivery of a similar notice with respect to items (i), (ii) and (iii) above to Xxx Xxxxxxxxxxxxx at or shortly prior to the time of delivery of the notice to the Transfer Agent; provided, however, that the legend shall not be removed if within two Business Days from the date of delivery of the notice to Xxx Xxxxxxxxxxxxx, Xxx Xxxxxxxxxxxxx delivers written notice to the Transfer Agent and the applicable Deshe/Diamond Representative that he has a good faith, reasonable basis to believe that the certification as to compliance with the applicable provisions of this Agreement is not true and accurate.

(d) Notwithstanding Section 1.4(c), the legend referred to in Section 1.4(a) and the first paragraph of the legend referred to in Section 1.4(b), as applicable, shall be removed from the certificates for all Public Shares by the Transfer Agent on the fifth anniversary date of this Agreement.

(e) The second paragraph of the legend referred to in section 1.4(b) shall be removed by the Transfer Agent upon the applicable Public Shares becoming subject to an effective registration statement under the Securities Act of 1933, as amended, or at such time as the applicable Public Shares may be sold free from registration under Rule 144.

ARTICLE II

RIGHT OF FIRST OFFER

Section 2.1 Right of First Offer as to AEO and Public REIT Shares. Subject to Section 2.1(e), if one or more of the Deshe/Diamond Stockholders proposes to Transfer AEO Shares or Public REIT Shares, as the case may be, to any Person other than a Permitted Transferee, the Deshe/Diamond Representative shall comply with the provisions of this Section 2.1 prior to consummating any such Transfer.

(a) ROFO Notice. The Deshe/Diamond Representative shall deliver written notice to Xxx Xxxxxxxxxxxxx (a “ROFO Notice”) that the Deshe Stockholders or the Diamond Stockholders, as applicable, wish to sell such number of AEO Shares or Public REIT Shares set forth in the ROFO Notice (the “Offered Shares”); provided that with respect to AEO, more than 90 days shall have passed since the delivery of any prior ROFO Notice with respect to AEO Shares, and with respect to the Public REIT, more than 90 days shall have passed since the delivery of any prior ROFO Notice with respect to Public REIT Shares.

(b) ROFO Response. Within 72 hours after receipt of a ROFO Notice, Xxx Xxxxxxxxxxxxx shall deliver to the Deshe/Diamond Representative a written response (the “ROFO Response”) setting forth the price (the “Offered Price”) at which he or any member of the Xxx Xxxxxxxxxxxxx Group is offering to purchase the Offered Shares. In the event a ROFO Notice is delivered during a blackout period with respect to the Public REIT, the response period with respect to the ROFO Notice shall be tolled until the blackout period has ended and in the event a ROFO Notice is delivered during a blackout period with respect to AEO, the response period shall be tolled if such blackout period relates to a regular quarterly earnings blackout period (such period in either case, the “Exercise Period”); provided that in the case of the Public REIT, if the blackout period does not relate to a regular quarterly earnings blackout period and such blackout period remains in effect through the end of the year in which the ROFO Notice is delivered, the shares in respect of such ROFO Notice may be sold the following year and shall not be counted towards the 10% annual volume limitations under Section 1.3. If Xxx Xxxxxxxxxxxxx declines to exercise his right of first offer by written notice or fails to respond to the Deshe/Diamond Representative by the end of the Exercise Period, the Deshe/Diamond Stockholders may sell the Offered Shares in the open market at any price, but subject to the volume limitations set forth in Section 1.3. If the Offered Shares are not sold within ninety (90) days of the ROFO Notice (the “90-Day Period”), the Offered Shares shall again be subject to the right of first offer pursuant to this Section 2.1.

(c) Acceptance or Rejection of Offered Price. In the event Xxx Xxxxxxxxxxxxx delivers a ROFO Response to the Deshe/Diamond Representative, within 24 hours of receipt of the ROFO Response, the Deshe/Diamond Representative shall either accept or reject the ROFO Response. If no written notice of acceptance or rejection is delivered to Xxx Xxxxxxxxxxxxx within

such 24-hour period, the Deshe/Diamond Representative shall be deemed to have rejected the ROFO Response.

(i) In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered Shares shall take place within three business days of such written notice of acceptance.

(ii) In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may sell the Offered Shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered Shares are not sold within the 90-Day Period, the Offered Shares shall again be subject to the right of first offer pursuant to this Section 2.1.

(d) Term. The right of first offer under this Section 2.1 shall terminate on the fifth anniversary date of this Agreement.

(e) Exception. For purposes of this Section 2.1, the right of first offer shall not apply to any Public Shares directly or indirectly owned by Xxxxx Xxxxxxx or any trusts of which he is a beneficiary.

Section 2.2 Right of First Offer as to DSW B Shares. Subject to Section 2.2(e), if one or more of the Deshe Stockholders or one or more of the Diamond Stockholders, as applicable, proposes to Transfer DSW B Shares to any Person, the Deshe/Diamond Representative shall comply with the provisions of this Section 2.2 prior to consummating any such Transfer; provided, however that the Deshe Stockholders or the Diamond Stockholders, as applicable, shall not be permitted to propose any Transfer of DSW B Shares pursuant to this Section 2.2 while any DSW A Shares that are subject to this Agreement continue to be held by the Deshe Stockholders or the Diamond Stockholders, as applicable.

(a) ROFO Notice. The Deshe/Diamond Representative shall deliver a ROFO Notice that the Deshe Stockholders or the Diamond Stockholders, as applicable, wish to sell such number of DSW B Shares set forth in the ROFO Notice (the “Offered DSW B Shares”); provided that more than 90 days shall have passed since the delivery of any prior ROFO Notice relating to DSW B Shares.

(b) ROFO Response. Within 72 hours after receipt of the ROFO Notice, Xxx Xxxxxxxxxxxxx shall deliver to the Deshe/Diamond Representative a ROFO Response setting forth an Offered Price at which he or any member of the Xxx Xxxxxxxxxxxxx Group is offering to purchase the Offered DSW B Shares; provided, however that in the event the ROFO Notice is delivered during a blackout period with respect to DSW, the response period shall be tolled for the Exercise Period; provided, further, however, that in the case of DSW, if the blackout period

remains in effect to the end of the year in which the ROFO Notice is delivered, the shares in respect of such ROFO Notice, may be sold the following year and shall not be counted toward the 10% annual volume limitation. If Xxx Xxxxxxxxxxxxx declines to exercise his right of first offer by written notice or fails to respond to the Deshe/Diamond Representative by the end of the Exercise Period, the Deshe Stockholders or the Diamond Stockholders, as applicable, may convert the Offered DSW B Shares into DSW A Shares and sell such shares in the open market at any price, but subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold pursuant to this Section 2.2 within the 90-Day Period, the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.2.

(i) In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered DSW B Shares shall take place within three business days of such written notice of acceptance.

(ii) In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may convert the Offered DSW B Shares into DSW A Shares and sell such shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold within the 90-Day Period, the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.2.

(d) Term. The right of first offer under this Section 2.2 shall terminate on the fifth anniversary date of this Agreement.

(e) Exception. For purposes of this Section 2.2, the right of first offer shall not apply to any DSW B Shares directly or indirectly owned by Xxxxx Xxxxxxx or any trusts of which he is a beneficiary.

Section 2.3 Xxx Xxxxxxxxxxxxx Group Representative. For purposes of this Agreement, Xxx Xxxxxxxxxxxxx shall be the authorized representative of the Xxx Xxxxxxxxxxxxx Group and shall receive notices and take actions on behalf of the members of the Xxx Xxxxxxxxxxxxx Group under this Agreement and the other Parties hereto shall be entitled to rely on such designation and to deal with Xxx Xxxxxxxxxxxxx with respect to matters under this Agreement. In the event of the death, incapacity or resignation of Xxx Xxxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxxx

shall be the authorized representative of the Xxx Xxxxxxxxxxxxx Group, and in the event of the death, incapacity or resignation of Xxxxxx Xxxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxxx shall be the authorized representative of the Xxx Xxxxxxxxxxxxx Group and in the event of the death, incapacity or resignation of Xxxxxxxx Xxxxxxxxxxxxx, Xxxxxxx Xxxxxxxxxxxxx shall be the authorized representative of the Xxx Xxxxxxxxxxxxx Group.

ARTICLE III

VOTING CONTROL

Section 3.1 Irrevocable Proxy as to Public Shares. Each Deshe/Diamond Stockholder hereby irrevocably appoints Xxx Xxxxxxxxxxxxx and any subsequent authorized representative of the Xxx Xxxxxxxxxxxxx Group to act as such Deshe/Diamond Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, with respect to all Public Shares owned of record by such Deshe/Diamond Stockholder as of the date of this Agreement, to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to such Public Shares) of such Deshe/Diamond Stockholder at any annual, special or adjourned meeting of the stockholders of the applicable Public Company and in every written consent in lieu of such meeting, with respect to all matters as fully, to the same extent and with the same effect as the Deshe/Diamond Stockholder, under any applicable laws or regulations governing the rights and powers of the holders of the Public Shares in connection with the taking of any action. This irrevocable proxy granted hereby shall be of an indefinite term. Each Deshe/Diamond Stockholder affirms that this irrevocable proxy is coupled with an interest in the respective Public Company.

Section 3.2 Irrevocable Proxy as to LLC Units. Each Deshe/Diamond Stockholder hereby irrevocably appoints Xxx Xxxxxxxxxxxxx and any subsequent authorized representative of the Xxx Xxxxxxxxxxxxx Group to act as such Deshe/Diamond Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, with respect to all LLC Units owned of record by such Deshe/Diamond Stockholder as of the date of this Agreement, to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to such LLC Units) of such Deshe/Diamond Stockholder at any annual, special or adjourned meeting of the members of NEWCO and in every written consent in lieu of such meeting, with respect to all matters as fully, to the same extent and with the same effect as the Deshe/Diamond Stockholder, under any applicable laws or regulations governing the rights and powers of the holders of LLC Units in connection with the taking of any action. This irrevocable proxy granted hereby shall be of an indefinite term. Each Deshe/Diamond Stockholder affirms that this irrevocable proxy is coupled with an interest in NEWCO.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Conflicting Agreements. Each Party represents and warrants that it has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement.

Section 4.2 Termination. The provisions of this Agreement relating to a Public Company shall terminate upon a Change of Control (as defined below) of such Public Company. The term “Change of Control” means a transaction which, if consummated, would result in a person other than Xxx Xxxxxxxxxxxxx or an Affiliate of Xxx Xxxxxxxxxxxxx becoming the beneficial owner of more than fifty percent (50%) of the equity interests in such Public Company.

Section 4.3 Ownership Information. For purposes of this Agreement, all determinations of the amount of outstanding Public Shares shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by the applicable Public Company with the Securities and Exchange Commission, unless the Public Company shall have updated such information by delivery of written notice to the Deshe/Diamond Stockholders.

Section 4.4 Savings Clause. No provision of this Agreement shall be construed to require any Party or its Affiliates to take any action that would violate any applicable law.

Section 4.5 Modification/Waiver. No amendment, modification or waiver of any provision of this Agreement, or consent to any departure from the terms of this Agreement by any Party hereto shall be effective unless the same shall be in writing and signed by all the Parties to this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of any Party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 4.6 Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.

Section 4.7 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement and the Separation Agreement together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto or delivered in connection herewith or therewith, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way. Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with the rights or obligations of the Deshe/Diamond Stockholders under any other agreement with the Parties, the terms of this Agreement shall govern.

Section 4.8 Successors and Assigns. Except as expressly provided for in this Agreement, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the Parties and

their respective successors (including any executor or administrator of a Party’s estate) and permitted assigns.

Section 4.9 Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 4.10 Remedies.

(a) Each Party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, a non-breaching Party will have the right to an injunction, temporary restraining order or other equitable relief in the Probate Court in Franklin County, Ohio in the Schottenstein Litigation (as defined in the Settlement Agreement) enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party.

Section 4.11 Notices. All notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a Party as shall be specified by like notice):

If to Xxx Xxxxxxxxxxxxx or the Xxx Xxxxxxxxxxxxx Group:

c/o Schottenstein Stores Corporation

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxxx, Xxxx 00000

Facsimile: (000) 000-0000

Attention: Xxx X. Xxxxxxxxxxxxx

with a copy (which shall not constitute notice) to:

Xxxxxx, Xxxxxx and Little LLP

3500 Huntington Center

00 Xxxxx Xxxx Xxxxxx

Xxxxxxxx, Xxxx 00000

Facsimile: (000) 000-0000

Attention: Xxxx X. Xxxxxx

If to the Deshe/Diamond Stockholders:

c/o Safe Auto Insurance Company

0 Xxxxxx Xxxx

Xxxxxxxx, Xxxx 00000

Facsimile: (000) 000-0000

Attention: Xxx X. Xxxxx and Xxxxx X. Xxxxxxx

with a copy (which shall not constitute notice) to:

XxXxxxxxx Will & Xxxxx LLP

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000-0000

Facsimile: (000) 000-0000

Attention: Xxxxx X. Xxxxx

All such notices or communications required to be delivered pursuant to this Agreement shall be delivered by a recognized next-day courier service and shall be deemed received on the first business day following the date of dispatch.

Section 4.12 Governing Law. THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES AND THE ADJUDICATION AND THE ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF OHIO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW RULES THEREOF.

Section 4.13 Consent to Jurisdiction.

Each Party to this Agreement, by its execution hereof, hereby:

(a) irrevocably and unconditionally submits to the exclusive jurisdiction of the Probate Court in Franklin County, Ohio in the Schottenstein Litigation for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof;

(b) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named court, that its property is exempt or immune from attachment or execution, that any such action brought in the above-named court should be dismissed on grounds of forum non conveniens, should be transferred to any court other than the above-named court, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named court, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and

(c) agrees not to commence any such action other than before the above-named court nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than the above-named court whether on the grounds of forum non conveniens or otherwise.

Section 4.14 Interpretation. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

XXX X. XXXXX, individually, as Co-Manager of Deshe Jubilee LLC and as trustee, successor trustee or beneficiary of the trusts set forth on Exhibit D (the “Family Trusts”) of which she is trustee, successor trustee or beneficiary

/s/ Xxx X. Xxxxx

XXX XXXXX, individually, as Co-Manager of Deshe Jubilee LLC and as trustee of The Xxxxxx Xxxxxxx Xxxxx 1998 Irrevocable Trust, The Xxxx Xxxxxx Deshe 1998 Irrevocable Trust, The Xxxxx Xxxxx Deshe 1998 Irrevocable Trust and The Elie Xxxxxxx Xxxxx 1998 Irrevocable Trust

/s/ Xxx Xxxxx

XXXXXX XXXXX, individually, as beneficiary of the Family Trusts of which he is a beneficiary and as representative of each of his minor and unborn children

/s/ Xxxxxx Xxxxx

XXXX XXXXX, individually, as beneficiary of the Family Trusts of which she is a beneficiary and as representative of each of her minor and unborn children

/s/ Xxxx Xxxxx

[Voting and Stockholder Agreement Signature Page]

XXXXX XXXXX, individually, as beneficiary of the Family Trusts of which he is a beneficiary and as representative of each of his minor and unborn children

/s/ Xxxxx Xxxxx

XXXX XXXXX, individually, as beneficiary of the Family Trusts of which he is a beneficiary and as representative of each of his minor and unborn children

/s/ Xxxx Xxxxx

XXXXX X. XXXXXXX, individually, as Co-Manager of Diamond Jubilee LLC and as trustee, successor trustee or beneficiary of the Family Trusts of which she is trustee, successor trustee or beneficiary

/s/ Xxxxx X. Xxxxxxx

XXX XXXXXXX, individually, as Co-Manager of Diamond Jubilee LLC and as trustee of The Xxxxx Xxxxxxx 1998 Irrevocable Trust

/s/ Xxx Xxxxxxx

XXXXX XXXXXXX, individually, as beneficiary of the Family Trusts of which he is a beneficiary and as representative of each of his minor and unborn children

/s/ Xxxxx Xxxxxxx

[Voting and Stockholder Agreement Signature Page]


XXXXXXX XXXXXXX, individually, as beneficiary of the Family Trusts of which she is a beneficiary and as representative of each of her minor and unborn children

/s/ Xxxxxxx Xxxxxxx

XXXXXX XXXXXXX, individually, as beneficiary of the Family Trusts of which he is a beneficiary and as representative of each of his minor and unborn children

/s/ Xxxxxx Xxxxxxx

DESHE JUBILEE LLC

		By: Xxx X. Xxxxx, as Co-Manager

		/s/ Xxx X. Xxxxx

		By: Xxx Xxxxx, as Co-Manager

		/s/ Xxx Xxxxx

DIAMOND JUBILEE LLC

		By: Xxxxx X. Xxxxxxx, as Co-Manager

		/s/ Xxxxx X. Xxxxxxx

		By: Xxx Xxxxxxx, as Co-Manager

		/s/ Xxx Xxxxxxx

RECEIVING AGENT LLC

By:		/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx, Member

By:		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx, Member

[Voting and Stockholder Agreement Signature Page]

XXX X. XXXXXXXXXXXXX, individually, as an officer, director, agent, manager and/or partner of each of the Redeeming Companies and as trustee, successor trustee or beneficiary of the Family Trusts of which he is trustee, successor trustee or beneficiary

/s/ Xxx X. Xxxxxxxxxxxxx

[Voting and Stockholder Agreement Signature Page]

EXHIBIT A

CAPACITIES OF XXX XXXXXXXXXXXXX

Xxx Xxxxxxxxxxxxx,

(i)

individually;

(ii)

as an officer, director, agent, manager and/or partner of each of Schottenstein Stores Corporation, American Signature, Inc., SEI, Inc., Schottenstein RVI, LLC, Xxxxx, Inc., Schottenstein Professional Asset Management Corporation, Jubilee Limited Partnership, Schottenstein Property Group, SB Capital Group LLC, Schottenstein Xxxxxxxxx Corporation, each of the entities listed on Exhibit C and each of their subsidiaries and affiliates; and

(iii)

as trustee and/or beneficiary of each of the Family Trusts listed on Exhibit D and any other trust that holds any interests, directly or indirectly, in any of the entities identified in clause (ii) above.

EXHIBIT B

DESHE/DIAMOND GROUP

Xxxxxx Xxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which he is a beneficiary and (iii) as representative of each of his minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxx Xxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which she is a beneficiary and (iii) as representative of each of her minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxxx Xxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which he is a beneficiary and (iii) as representative of each of his minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxx Xxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which he is a beneficiary and (iii) as representative of each of his minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxx Xxxxx, (i) individually, (ii) as Co-Manager of Deshe Jubilee LLC and (iii) as trustee, successor trustee or beneficiary of the Family Trusts of which she is trustee or beneficiary.

Xxx Xxxxx, (i) individually, (ii) as Co-Manager of Deshe Jubilee LLC and (iii) as trustee of The Xxxxxx Xxxxxxx Xxxxx 1998 Irrevocable Trust, The Xxxx Xxxxxx Deshe 1998 Irrevocable Trust, The Xxxxx Xxxxx Deshe 1998 Irrevocable Trust and The Elie Xxxxxxx Xxxxx 1998 Irrevocable Trust.

Xxxxx Xxxxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which he is a beneficiary and (iii) as representative of each of his minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxxxxx Xxxxxxx, (i) individually, (ii) as beneficiary of the Family Trusts of which she is a beneficiary and (iii) as representative of each of her minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxxxx Xxxxxxx, (i) individually and (ii) as beneficiary of the Family Trusts of which he is a beneficiary and (iii) as representative of each of his minor and unborn children in their capacities as beneficiaries of the Family Trusts.

Xxxxx Xxxxxxx, (i) individually, (ii) as Co-Manager of Diamond Jubilee LLC and (iii) as trustee, successor trustee or beneficiary of the Family Trusts of which she is trustee or beneficiary.

Xxx Xxxxxxx, (i) individually, (ii) as Co-Manager of Diamond Jubilee LLC and (iii) as trustee of The Xxxxx Xxxxxxx 1998 Irrevocable Trust.

Deshe Jubilee LLC

Diamond Jubilee LLC

EXHIBIT C

DESHE/DIAMOND FAMILY TRUSTS

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #4

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #5

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #6

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #7

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #8

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #9

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #10

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #4

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #5

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #6

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #7

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #8

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #9

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #10

Xxxx Xxxxxxxxxxxxx 2002 Trust No. 2

Xxxx Xxxxxxxxxxxxx 2002 Trust No. 3

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #4

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #5

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #6

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #7

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #8

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #9

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #10

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 4

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 5

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 6

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 7

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 8

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust Xx. 0

Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxxx X Xxxxx Xx. 00

Xxx Xxxxxxxxxxxxx Deshe 1983 Discretionary Trust

Xxxxx Xxxxxxxxxxxxx 1983 Discretionary Trust

The Xxx X. Xxxxx Descendants Trust

The Xxxxx X. Xxxxxxx Descendants Trust

Xxxxxx Xxxxxxx Xxxxx 1987 Subchapter S Trust

Xxxx Xxxxxx Deshe 1985 Subchapter S Trust

Xxxxx Xxxxx Deshe 1983 Subchapter S Trust

Elie Xxxxxxx Xxxxx 1983 Subchapter S Trust

Xxxxx Xxxxxxx 1987 Irrevocable Trust

Xxxxxxx Xxxxx Diamond 1987 Subchapter S Trust

The Xxxxxx Xxxxxxx Xxxxx 1998 Irrevocable Trust

The Xxxx Xxxxxx Deshe 1998 Irrevocable Trust

The Xxxxx Xxxxx Deshe 1998 Irrevocable Trust

The Elie Xxxxxxx Xxxxx 1998 Irrevocable Trust

The Xxxxx Xxxxxxx 1998 Irrevocable Trust

Xxx Xxxxxxxxxxxxx Deshe 1983 Subchapter S Trust

Xxxxx Xxxxxxxxxxxxx 1983 Subchapter S Trust

Xxxxx Xxxxxxxxxxxxx Diamond 1983 Revocable Trust

Xxxxx Xxxxxxx 2001 Trust

Xxxxxx Xxxxxxx 2002 Irrevocable Trust

Xxxxxxx Xxxxxxx 2002 Irrevocable Trust

Xxxxx X. Xxxxxxx 2002 Irrevocable Insurance Trust

Xxxxx X. Xxxxxxx 1985 Insurance Trust

Xxx X. Xxxxxxx 1988 Revocable Trust

Declaration of Trust of Xxx Xxxxxxxxxxxxx Deshe

Xxx Xxxxxxxxxxxxx Deshe Power of Appointment Trust

Xxx X. Xxxxx 1985 Insurance Trust

Declaration of Trust of Xxx Xxxxx

EXHIBIT D

FAMILY TRUSTS

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #1

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #2

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #3

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #4

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #5

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #6

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #7

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #8

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #9

The Xxxxxx Xxxxxxxxxxxxx 1984-2011 Grandchildren’s Trust #10

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #1

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #2

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #3

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #4

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #5

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #6

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #7

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #8

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #9

The Xxxx Xxxxxxxxxxxxx 1984-2011 Trust #10

Xxxx Xxxxxxxxxxxxx 2002 Trust Xx. 0

Xxxx Xxxxxxxxxxxxx 0000 Trust Xx. 0

Xxxx Xxxxxxxxxxxxx 0000 Trust No. 3

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #1

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #2

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #3

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #4

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #5

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #6

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #7

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #8

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #9

The Xxxxxx Xxxxxxxxxxxxx 1990-2011 Grandchildren’s Trust #10

Xxxxxx Xxxxxxxxxxxxx 2003 Subchapter S Trust No. 1

Xxxxxx Xxxxxxxxxxxxx 2003 Subchapter S Trust No. 2

Xxxxxx Xxxxxxxxxxxxx 2003 Subchapter S Trust No. 3

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 4

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 5

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 6

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 7

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust No. 8

Xxxxxx Xxxxxxxxxxxxx Subchapter S Trust Xx. 0

Xxxxxx Xxxxxxxxxxxxx Xxxxxxxxxx X Xxxxx Xx. 00

Xxx Xxxxxxxxxxxxx Deshe 1983 Discretionary Trust

Xxx X. Xxxxxxxxxxxxx 1983 Discretionary Trust

Xxxxx Xxxxxxxxxxxxx 1983 Discretionary Trust

The Xxx X. Xxxxx Descendants Trust

The Xxx X. Xxxxxxxxxxxxx Descendants Trust – 2009

The Xxxxx X. Xxxxxxx Descendants Trust

Xxxxxx Xxxxxxx Xxxxx 1987 Subchapter S Trust

Xxxx Xxxxxx Deshe 1985 Subchapter S Trust

Xxxxx Xxxxx Deshe 1983 Subchapter S Trust

Elie Xxxxxxx Xxxxx 1983 Subchapter S Trust

Xxxxx Xxxxxxx 1987 Irrevocable Trust

Xxxxxxx Xxxxx Diamond 1987 Subchapter S Trust

Xxx Xxxxxxxxxxxxx 2009 Subchapter S Trust No. 1

Xxx Xxxxxxxxxxxxx 2009 Subchapter S Trust No. 2

Xxx Xxxxxxxxxxxxx 2009 Subchapter S Trust No. 3

The Xxxxxx Xxxxxxx Xxxxx 1998 Irrevocable Trust

The Xxxx Xxxxxx Deshe 1998 Irrevocable Trust

The Xxxxx Xxxxx Deshe 1998 Irrevocable Trust

The Elie Xxxxxxx Xxxxx 1998 Irrevocable Trust

The Xxxxx Xxxxxxx 1998 Irrevocable Trust

Xxx Xxxxxxxxxxxxx Deshe 1983 Subchapter S Trust

Xxx X. Xxxxxxxxxxxxx 1983 Subchapter S Trust

Xxxxx Xxxxxxxxxxxxx 1983 Subchapter S Trust

Xxxxx Xxxxxxxxxxxxx Diamond 1983 Revocable Trust

Xxxxx Xxxxxxx 2001 Trust

Xxxxxx Xxxxxxx 2002 Irrevocable Trust

Xxxxxxx Xxxxxxx 2002 Irrevocable Trust

Xxxxx X. Xxxxxxx 2002 Irrevocable Insurance Trust

Xxxxx X. Xxxxxxx 1985 Insurance Trust

Xxx X. Xxxxxxx 1988 Revocable Trust

Declaration of Trust of Xxx Xxxxxxxxxxxxx Deshe

Xxx Xxxxxxxxxxxxx Deshe Power of Appointment Trust

Xxx X. Xxxxx 1985 Insurance Trust

Declaration of Trust of Xxx Xxxxx

Xxx X. Xxxxxxxxxxxxx 1981 Insurance Trust

Xxx X. Xxxxxxxxxxxxx 1983 Irrevocable Trust

Xxx X. Xxxxxxxxxxxxx 1983 Insurance Trust

The Xxx Xxxxxxxxxxxxx Revocable Trust – 2009

Xxxx X. Xxxxxxxxxxxxx 1983 Support Trust

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VOTING AND STOCKHOLDER AGREEMENT AMONG JAY L. SCHOTTENSTEIN, ANN S. DESHE, SUSAN S. DIAMOND AND THE ADDITIONAL PARTIES NAMED HEREIN Dated as of September 16, 2011

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