Amendment to Securities Purchase Agreement, dated October 10, 2018, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections

1.The following text in Section 1.2(b)(1) of the Purchase Agreement:

shall be replaced in its entirety with the following text:

2.Section 1.2(c)(iii) of the Purchase Agreement is replaced in its entirety with the following text:

The Parties agree that the foregoing amendments reflect the original intent of the Parties in entering into the Purchase Agreement on October 10, 2018.

3.The following text will be added to Section 8.2(f) of the Sellers’ Disclosure Schedule:

“9. Any amounts paid by HoldCo, following consultation with Sellers, to BCL-ED Newco LLC ("BCL-ED"), in respect of periods prior to the Closing, in connection with non-payment by Bernard Chaus, Inc., or any of its Affiliates (together “Chaus”), of any profits or commissions that BCL-ED may demand to be paid by Chaus in respect of Chaus sales of ready-to-wear goods in connection with Sellers’ business arrangements with QVC, Inc. or any of its Affiliates and Subsidiaries.”

4.The following sentence shall be added to the end of Section 5.11(b) of the Purchase Agreement:

“Any net Intercompany Liabilities of the Acquired Companies that are not eliminated or otherwise cease to be Intercompany Liabilities pursuant to the foregoing provisions of this Section 5.11(b) shall be deemed to be forgiven and cancelled as of the Closing Date (even if discovered after the Closing Date); provided that, following the Closing, unless otherwise consented to by Holdco, (a) with respect to any such Intercompany Liability payable to any Acquired Company that is not wholly owned, directly or indirectly, by Sellers as of immediately prior to the Closing, Sellers shall cause such Intercompany Liability to be paid in full promptly following discovery thereof, and (b) with respect to any Intercompany Liability payable by any Acquired Company that is not wholly owned, directly or indirectly by Sellers as of immediately prior to the Closing, Sellers shall cause the right to receive payment in respect of such Intercompany Liability to be assigned (without any further consideration) to CG OpCo or CCI OpCo (or an Acquired Company that is a wholly owned Subsidiary thereof) promptly following discovery thereof, in each case,

such that following the consummation of such step, the applicable Intercompany Liability ceases to be an Intercompany Liability.”

5.Section 1.6(c) of the Purchase Agreement shall be deleted in its entirety.

6.Except for the amendment expressly set forth in this Amendment No. 1, the Parties agree that the Purchase Agreement shall remain unchanged and in full force and effect.

7.With the exception of Section 10.8, Sections 10.1 through 10.11 of the Purchase Agreement are incorporated herein mutatis mutandis.

[Signature Pages Follow]IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment (or caused this Amendment to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

By:  ___________________________________

Name:     

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By:  ___________________________________

Name:     

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By:  ___________________________________

Name:     

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By:  ___________________________________

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