0001193125-14-421918 Sample Contracts

WARRANT AGREEMENT Dated as of November 21, 2014 between SEARS HOLDINGS CORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common Stock

Warrant Agreement • November 21st, 2014 • Sears Holdings Corp • Retail-department stores • New York

• Contract Type
  Warrant Agreement
• Filed
  November 21st, 2014
• Company
  Sears Holdings Corp
• Industry
  Retail-department stores
• Jurisdiction
  New York

WARRANT AGREEMENT, dated as of November 21, 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 November 21, 2014 8% SENIOR UNSECURED NOTES DUE 2019

First Supplemental Indenture • November 21st, 2014 • Sears Holdings Corp • Retail-department stores • New York

• Contract Type
  First Supplemental Indenture
• Filed
  November 21st, 2014
• Company
  Sears Holdings Corp
• Industry
  Retail-department stores
• Jurisdiction
  New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 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”).