0001193125-12-292607 Sample Contracts

FORM OF TAX SHARING AGREEMENT
Tax Sharing Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois

This Tax Sharing Agreement (the “Agreement”), dated as of this day of , 2012, is by and among Sears Holdings Corporation, a Delaware corporation (“Sears Holdings”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), and all of its direct and indirect Subsidiaries (SHO and its present and future Subsidiaries shall be collectively referred to herein as the “SHO Companies”).

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FORM OF STORE LICENSE AGREEMENT
License Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois

This STORE LICENSE AGREEMENT (“Agreement”), is entered into as of , 2012 (the “Effective Date”), by and between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (“SAHS”).

FORM OF STORE LICENSE AGREEMENT
License Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois

This STORE LICENSE AGREEMENT (“Agreement”), is entered into as of , 2012 (the “Effective Date”), by and between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Outlet Stores”).

FORM OF STORE LICENSE AGREEMENT
License Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois

This STORE LICENSE AGREEMENT (“Agreement”), is entered into as of , 2012 (the “Effective Date”), by and between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS HOME APPLIANCE SHOWROOMS, LLC, a Delaware limited liability company (“SHAS”).

FORM OF TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois

This Trademark License Agreement (“Agreement”) effective this day of , 2012 (the “Effective Date”), is made between Sears, Roebuck and Co., a New York corporation located at 3333 Beverly Road, Hoffman Estates, IL 60179 (“Sears”), and Sears Hometown and Outlet Stores, Inc., located at 3333 Beverly Road Hoffman Estates, Illinois 60179 (“SHO”).

FORM OF SERVICES AGREEMENT Between SEARS HOLDINGS MANAGEMENT CORPORATION And SEARS HOMETOWN AND OUTLET STORES, INC.
Services Agreement • July 3rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
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