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 10th day of January, 2022.
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
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
MOMACHI PABRAI
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, investment manager
