EXHIBIT 99.2 JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2019 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2016 among SEARS AUTHORIZED HOMETOWN STORES, LLC, as the Lead Borrower For The Borrowers Named Herein SEARS HOMETOWN AND OUTLET STORES, INC., as the Parent BANK OF AMERICA, N.A. as...Credit Agreement • November 7th, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • New York
WHEREAS, the Borrowers, the Parent, certain lenders, CIT Finance LLC, as syndication agent, Barclays Bank PLC, as documentation agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIT Finance LLC, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., as administrative agent and collateral agent (the “Existing Agent”), are party to that certain Credit Agreement dated as of October 11, 2012 as amended by a First Amendment to Credit Agreement dated as of August 29, 2013 (as further amended from time to time and in effect prior to the date hereof, the “Existing Credit Agreement”); and
CREDIT AGREEMENT Dated as of October 11, 2012 among SEARS AUTHORIZED HOMETOWN STORES, LLC, as the Lead Borrower For The Borrowers Named Herein SEARS HOMETOWN AND OUTLET STORES, INC., as the Parent BANK OF AMERICA, N.A. as Administrative Agent and...Credit Agreement • October 15th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • New York
Pursuant to the Rights Offering (as defined below), the Parent and its Subsidiaries will, immediately following the effectiveness of this Agreement, consummate the Separation (as defined below) from Sears Holdings Corporation, a Delaware corporation (“SHC”) pursuant to which the Parent will no longer be a Subsidiary of SHC.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 31st, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
By this Executive Severance Agreement dated and effective as of August 6, 2012 (“Agreement”), Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”), and Steven D. Barnhart (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
TAX SHARING AGREEMENTTax Sharing Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This Tax Sharing Agreement (the “Agreement”), dated as of the 8th day of August, 2012, is by and among Sears Holdings Corporation, a Delaware corporation (“Sears Holdings”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), and all of its direct and indirect Subsidiaries (SHO and its present and future Subsidiaries shall be collectively referred to herein as the “SHO Companies”).
Executive Severance Agreement August 15, 2017Executive Severance Agreement • August 17th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This Executive Severance Agreement (this “Agreement”) is between Sears Hometown and Outlet Stores, Inc. (together with its subsidiaries “SHO”) and E. J. Bird (“Executive”).
MERCHANDISING AGREEMENT BETWEEN SEARS, ROEBUCK AND CO., KMART CORPORATION, AND SEARS HOLDINGS CORPORATION AND SEARS HOMETOWN AND OUTLET STORES, INC., SEARS AUTHORIZED HOMETOWN STORES, LLC, AND SEARS OUTLET STORES, L.L.C., August 8, 2012Merchandising Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This MERCHANDISING AGREEMENT (this “Agreement”) is between (1) SEARS, ROEBUCK AND CO., a New York corporation (“SRC”), KMART CORPORATION, a Michigan corporation (“Kmart” and together with SRC, “Seller”), and SEARS HOLDINGS CORPORATION, a Delaware corporation (“SHC”), and (2) SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (“SHO”), SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (SAHS”), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Outlet Co.” and together with SHO and SAHS, “Buyer”). Other capitalized terms used but not defined in this Agreement are defined in Section 20, which begins on page 29.
STORE LICENSE AGREEMENT August 8, 2012Store License Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This STORE LICENSE AGREEMENT (“Agreement”) is between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Outlet Stores”).
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT by SEARS AUTHORIZED HOMETOWN STORES, LLC as Lead Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and BANK OF AMERICA, N.A., as Agent Dated as of November 1, 2016Guaranty and Security Agreement • November 7th, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • New York
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT dated as of November 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by (i) SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company having an office at 5500 Trillium Boulevard, Suite 501, Hoffman Estates, Illinois 60192, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guaran
STORE LICENSE AGREEMENT August 8, 2012Store License Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This STORE LICENSE AGREEMENT (“Agreement”), is between SEARS, ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (“SAHS”).
Transform Holdco LLC Hoffman Estates, IL 60179 Attention: Edward S. Lampert, Chief Executive Officer Ladies and Gentlemen:Merger Agreement • September 13th, 2019 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Delaware
Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, among Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Company”), Transform Holdco LLC, a Delaware limited liability company (“Parent”), and Transform Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used and not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings ascribed to them in the Merger Agreement.
TRADEMARK LICENSE AGREEMENT August 8, 2012Trademark License Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This Trademark License Agreement (“Agreement”) is made between Sears, Roebuck and Co., a New York corporation located at 3333 Beverly Road, Hoffman Estates, IL 60179 (“Sears”), and Sears Hometown and Outlet Stores, Inc., located at 3333 Beverly Road Hoffman Estates, Illinois 60179 (“SHO”).
STORE LICENSE AGREEMENT August 8, 2012Store License Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This STORE LICENSE AGREEMENT (“Agreement”), is between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS HOME APPLIANCE SHOWROOMS, LLC, a Delaware limited liability company (“SHAS”).
TERM LOAN CREDIT AGREEMENT Dated as of February 16, 2018 among SEARS AUTHORIZED HOMETOWN STORES, LLC, as the Lead Borrower for The Borrowers Named HereinTerm Loan Credit Agreement • February 20th, 2018 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • New York
GUARANTY AND SECURITY AGREEMENT byGuaranty and Security Agreement • February 20th, 2018 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • New York
GUARANTY AND SECURITY AGREEMENT dated as of February 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by (i) SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company having an office at 5500 Trillium Boulevard, Suite 501, Hoffman Estates, Illinois 60192, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantor
EMPLOYEE TRANSITION AND ADMINISTRATIVE SERVICES AGREEMENTEmployee Transition and Administrative Services Agreement • September 10th, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
THIS EMPLOYEE TRANSITION AND ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of August 31, 2012, is made by and between (i) Sears Holdings Management Corporation on behalf of itself and its Affiliates (“SHMC” or the “Service Provider”); and (ii) Sears Hometown and Outlet Stores, Inc. (“SHO”), Sears Authorized Hometown Stores, LLC (“Hometown”), and Sears Outlet Stores, L.L.C. (“Outlet” and together with SHO and Hometown, collectively the “SHO Group”).
EQUITY AND ASSET PURCHASE AGREEMENT by and between SEARS HOMETOWN AND OUTLET STORES, INC., FRANCHISE GROUP NEWCO S, LLC and solely for purposes of Section 10.17, LIBERTY TAX, INC. Dated as of August 27, 2019Equity and Asset Purchase Agreement • August 27th, 2019 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Delaware
This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of August 27, 2019 (this “Agreement”), has been entered into by and between Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Seller”), Franchise Group Newco S, LLC, a Delaware limited liability company (the “Purchaser”), and, solely for purposes of Section 10.17, Liberty Tax, Inc., a Delaware corporation (“Parent” and, together with the Seller and the Purchaser, the “Parties”, and each, a “Party”).
Incentive/Retention AgreementIncentive/Retention Agreement • August 17th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
We consider your continued service and dedication to Sears Hometown and Outlet Stores, Inc. (the “Company” or “we”) as Senior Vice President and Chief Financial Officer to be important to our business. We are pleased to offer you a cash incentive/retention award as provided in this Incentive/Retention Agreement, to which we and you agree.
ContractMerchandising Agreement • March 31st, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
The use of “[***]” in this Exhibit indicates that confidential numbers have been omitted pursuant to a grant of confidential treatment by the Securities and Exchange Commission. The omitted numbers have been filed separately with the Securities and Exchange Commission. The use of “#” in this Exhibit indicates that the omitted numbers are in a range of numbers none of which exceeds 6.
Cash Incentive AgreementCash Incentive Agreement • December 1st, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
Sears Hometown and Outlet Stores, Inc. (the “Company,” “we,” “our,” or “us”) is pleased to offer you a cash incentive, on the terms and conditions of this letter agreement, to which we and you agree.
AGREEMENT AND PLAN OF MERGER dated as of June 1, 2019 among SEARS HOMETOWN AND OUTLET STORES, INC., TRANSFORM HOLDCO LLC and TRANSFORM MERGER CORPORATIONMerger Agreement • June 3rd, 2019 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2019, among Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Company”), Transform Holdco LLC, a Delaware limited liability company (“Parent”), and Transform Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
Sears Hometown and Outlet Stores, Inc. Stock Unit AgreementStock Unit Agreement • April 15th, 2015 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This is a Stock Unit Agreement between Sears Hometown and Outlet Stores, Inc. (the “Company”) and the individual who has executed this Stock Unit Agreement above the signature line entitled “Grant Holder” (the “Grant Holder”). The term “this Agreement” means collectively this Stock Unit Agreement and each Grant Supplement (defined in section 1 of this Agreement) relating to this Agreement.
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This Trademark License Agreement (“Agreement”) effective this day of , 2012 (the “Effective Date”), is made between Sears, Roebuck and Co., a New York corporation located at 3333 Beverly Road, Hoffman Estates, IL 60179 (“Sears”), and Sears Hometown and Outlet Stores, Inc., located at 3333 Beverly Road Hoffman Estates, Illinois 60179 (“SHO”).
Amendment No. 1 to Store License Agreement (Outlet) Dated: December 9th, 2013Store License Agreement • April 4th, 2014 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment No. 1 (“Amendment”), to that certain Store Licensing Agreement (the “Agreement”) between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company, is made by the parties thereto and is retroactive to October 6, 2013 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.
Sears Hometown and Outlet Stores, Inc. Stock Units Agreement August 15, 2017Stock Units Agreement • August 17th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This is a Stock Units Agreement between Sears Hometown and Outlet Stores, Inc. (the “Company”) and the individual who has executed this Stock Units Agreement following the words “Grant Holder’s Signature” (the “Grant Holder”). The term “this Agreement” means collectively this Stock Units Agreement and each Grant Supplement (defined in section 1 of this Agreement) relating to this Agreement.
Amendment No. 2 to Services AgreementServices Agreement • June 6th, 2014 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment No. 2 (“Amendment”), to that certain Services Agreement (the “Agreement”) between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), is made by the parties thereto and is retroactive to February 2, 2014 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.
Amendment 7 to Services Agreement Dated: April 7, 2017Services Agreement • June 2nd, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment 7 (“Amendment”) to the Services Agreement (the “Agreement”) between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”) and Sears Hometown and Outlet Stores, Inc. a Delaware corporation (“SHO”) is made by the parties as of April 7, 2017 (the “Amendment Date”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
Amendment No. 2 to Amended and Restated Merchandising AgreementMerchandising Agreement • September 6th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment No. 2 (“Amendment”), dated as of July 10, 2017, is entered into by and between (1) Sears, Roebuck and Co., a New York corporation (“SRC”), Kmart Corporation, a Michigan corporation (“Kmart” and, together with SRC, “Seller”) and Sears Holdings Corporation, a Delaware corporation (“SHC”) and (2) Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHOS”), Sears Authorized Hometown Stores, LLC, a Delaware limited liability company (“SAHS”) and Sears Outlet Stores, L.L.C., a Delaware limited liability company (“Outlet Co.” and, together with SHOS and SAHS, “Buyer”), to further amend the Amended and Restated Merchandising Agreement, retroactive to May 1, 2016, as amended by the Amendment to Amended and Restated Merchandising Agreement, dated as of March 8, 2017, by and between Seller, SHC and Buyer (the “Agreement”). SHC, Seller and SHO are hereinafter referred to individually as a “Party” and collectively as the “Parties.” Defined terms used herein but not otherw
SUPPLEMENTAL AGREEMENT Dated: December 9, 2013Supplemental Agreement • December 10th, 2013 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This Supplemental Agreement (this “Agreement”) between Sears Holdings Corporation, a Delaware corporation (“SHLD”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), is retroactive to October 6, 2013 (the “Effective Date”).
ContractPurchase Agreement • September 6th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
The use of “[***]” in this Exhibit indicates that a confidential portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Securities and Exchange Commission.
Amendment No. 5 to Services AgreementServices Agreement • September 2nd, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment No. 5 (“Amendment”), to that certain Services Agreement (the “Agreement”) between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), is made by the parties thereto as of the signature dates set forth below and is effective as of the latest signature hereto (the “Amendment Date”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.
AMENDMENT #2 TO THE SHOP YOUR WAY REWARDS ESTABLISHMENT AGREEMENT Dated: February 2, 2017Shop Your Way Rewards Establishment Agreement • March 31st, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
THIS AMENDMENT #2, is made as of the date listed above (“Amendment Effective Date”), by and between Sears Hometown and Outlet Stores, Inc., on behalf of itself and its subsidiaries (collectively “SHO”), and Sears Holdings Management Corporation, on behalf of itself and for the benefit of its Affiliates (collectively “SHMC”) and amends that certain Shop Your Way Rewards Establishment Agreement, dated August 8, 2012, by and between SHO and SHMC (“Agreement”). All terms capitalized herein, but not defined herein, shall have the meanings ascribed to them in the Agreement.
Amendment No. 1 to Shop Your Way Rewards Retail Establishment AgreementShop Your Way Rewards Retail Establishment Agreement • May 17th, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores
This Amendment No. 1 to Shop Your Way Rewards Retail Establishment Agreement (this “Amendment”) is retroactive to May 1, 2016 (the “Amendment Date”), is signed as of the dates listed below, and is between (1) Sears Holdings Management Corporation (“SHMC”) and Sears Hometown and Outlet Stores, Inc., (“SHO”). This Amendment amends the Shop Your Way Rewards Retail Establishment Agreement between SHMC and the SHO dated as of August 8, 2012 (the “Agreement”). Capitalized terms used but not defined to in this Amendment are defined in the Agreement.
Sears Hometown and Outlet Stores, Inc. [Form of Stock Units Agreement]Stock Units Agreement • February 3rd, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
Cash Bonus AgreementCash Bonus Agreement • June 3rd, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
Sears Hometown and Outlet Stores, Inc. (the “Company,” “we,” “our,” or “us”) is pleased to offer you a cash bonus, on the terms and conditions of this letter agreement, to which we and you agree.
