LETTERHEAD OF SEARS HOLDINGS CORPORATON]

EXHIBIT 10.5

[LETTERHEAD OF SEARS HOLDINGS CORPORATON]    

April 6, 2017

Xxxxxxx Xxxxx & Xxxxxx, Inc.

0000 Xxxxxxx Xxxxx

New Britain, CT 06053    

Attention:    Xxxx Xxxxxx

Vice PResident Global Licensing

Dear Xx. Xxxxxx:

Reference is made to the Acquired IP License Agreement (the “License Agreement”) dated as of March 8, 2017, by and between Sears Holdings Corporation ("Sears") and Xxxxxxx Xxxxx & Xxxxxx, Inc. ("Xxxxxxx"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the License Agreement.

By countersigning this letter below, Xxxxxxx hereby agrees to the addition of “adhesives” to the definition of Other Products in the License Agreement.

Nothing herein is intended to, nor shall it, modify the License Agreement, or the rights or obligations of Sears or Xxxxxxx to the License Agreement, in any manner, other than as specifically provided herein, and the License Agreement shall remain in full force and effect.

This letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this letter.

[Signature page follows]

EXHIBIT 10.5

Very truly yours,

SEARS HOLDINGS CORPORATION

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Controller and Head of Capital

Market Activities

Accepted, Confirmed and Agreed:

XXXXXXX XXXXX & XXXXXX, INC.

By: /s/Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President of Global Licensing