0001548309-16-000101 Sample Contracts

Amendment No. 5 to Services Agreement
Services 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.

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FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • September 2nd, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • California

This First Amendment to Agreement of Purchase and Sale (this “Amendment”) is entered into as of July 1, 2016 by and between SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Seller”), and LIT-ACQUISITIONS, L.L.C., a Delaware limited liability company (“Purchaser”).

Amendment No. 1 to Trademark License Agreement
Trademark License Agreement • September 2nd, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores

This Amendment No. 1 (“Amendment”), to that certain Trademark License Agreement dated August 8, 2012 (as amended, the “Agreement”) between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (“SHO”), is made by the parties thereto and is retroactive to October 11, 2012 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • September 2nd, 2016 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • California

This Second Amendment to Agreement of Purchase and Sale (this “Amendment”) is entered into as of July 20, 2016 by and between SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Seller”), and LIT-ACQUISITIONS, L.L.C., a Delaware limited liability company (“Purchaser”).

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