0001193125-14-388191 Sample Contracts

WARRANT AGREEMENT Dated as of between SEARS HOLDINGS CORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common Stock

Warrant Agreement • October 30th, 2014 • Sears Holdings Corp • Retail-department stores • New York

• Contract Type
  Warrant Agreement
• Filed
  October 30th, 2014
• Company
  Sears Holdings Corp
• Industry
  Retail-department stores
• Jurisdiction
  New York

WARRANT AGREEMENT, dated as of [•], 2014 (this “Agreement”), between SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Company”), COMPUTERSHARE INC. (“Computershare”), a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).

SEARS HOLDINGS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of [ ], 2014 8% SENIOR UNSECURED NOTES DUE 2019

First Supplemental Indenture • October 30th, 2014 • Sears Holdings Corp • Retail-department stores • New York

• Contract Type
  First Supplemental Indenture
• Filed
  October 30th, 2014
• Company
  Sears Holdings Corp
• Industry
  Retail-department stores
• Jurisdiction
  New York

FIRST SUPPLEMENTAL INDENTURE, dated as of [ ] 2014 (this “Supplemental Indenture”), among Sears Holdings Corporation, a Delaware corporation (the “Issuer”), as obligor, and Computershare Trust Company, N.A., as trustee (the “Trustee”).