FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF SERITAGE GROWTH PROPERTIES, L.P. Dated as of , 2015Agreement • May 11th, 2015 • Seritage Growth Properties • Real estate • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2015, is entered into by and among Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), as the General Partner and the Persons whose names are set forth in Exhibit A attached hereto (the “Contributors”), as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
FORM OF SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND SERITAGE GROWTH PROPERTIES DATED AS OF [—], 2015Subscription, Distribution and Purchase and Sale Agreement • May 11th, 2015 • Seritage Growth Properties • Real estate • Illinois
This SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT, made and entered into effective as of [—], 2015 (this “Agreement”), is by and between Sears Holdings Corporation, a Delaware corporation (“SHC”), and Seritage Growth Properties, a Maryland real estate investment trust (“Seritage”). Capitalized terms shall have the respective meanings assigned to them in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN SEARS HOLDINGS MANAGEMENT CORPORATION AND SERITAGE GROWTH PROPERTIES, L.P. DATED AS OF [—], 2015Transition Services Agreement • May 11th, 2015 • Seritage Growth Properties • Real estate
This TRANSITION SERVICES AGREEMENT (this “Agreement”), made and entered into effective as of [—], 2015, is by and between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Seritage Growth Properties, L.P., a Delaware limited partnership (“Seritage”). SHMC and Seritage each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Separation, Distribution and Purchase and Sale Agreement, dated as of [—], 2015, by and between Sears Holdings Corporation (“SHC”) and Seritage Growth Properties (the “Separation Agreement”).
