Exhibit 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, each undersigned party hereby agrees to the joint filing, on behalf
of such undersigned party with respect to the Class A Common Shares of Seritage
Growth Properties, a Maryland corporation, of any and all forms(s), statement(s)
, report(s),and/or documents required to be filed by such undersigned party
under Section 13 of the Exchange Act (including any amendment(s), supplement(s),
and/or exhibit(s) thereto) with the Securities and Exchange Commission (and if
such security is registered on a national and securities exchange or national
securities association, also with the exchange or association), and further
agrees that this Joint Filing Agreement and Power of Attorney shall be included
as an Exhibit to each such joint filing.
Know all by these presents, that the undersigned hereby constitutes and
appoints Xxxxxxx Xxxxxx, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or beneficial owner of Seritage Growth
Properties (the "Company"), Schedule 13G and any amendments thereto in
accordance with Section 13 of the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13G, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights
and powers herein granted, as fully to all intents and purposes
as the
undersigned might or could do if personally present, with full
power of
substitution or revocation, hereby ratifying and
confirming all that such
attorney-in-fact, or such attorney-in-fact's
substitute or substitutes,
shall lawfully do or cause to be done by virtue of
this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such
capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with
Section 13 of the Exchange Act.
This Joint Filing Agreement and Power of Attorney shall
remain in full force
and effect until the undersigned is no longer required to file
Schedule 13G with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Joint Filing Agreement and
Power of Attorney to be executed as of this 12th day of February, 2021.
XXXXX STREET, LLC
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Managing Member
THE PABRAI INVESTMENT FUND II, L.P.
By: Xxxxx Street, LLC, General Partner
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Managing Member
PABRAI INVESTMENT FUND 3, LTD.
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Director
THE PABRAI INVESTMENT FUND IV, L.P.
By: Xxxxx Street, LLC, General Partner
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Managing Member
GRAMMER BUFF PROFIT SHARING PLAN
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
DAKSHANA CANADA
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
THE DAKSHANA FOUNDATION
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
MONSOON PABRAI
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
MOMACHI PABRAI
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
