0001193125-17-075459 Sample Contracts

ACQUIRED IP LICENSE AGREEMENT
Acquired Ip License Agreement • March 9th, 2017 • Sears Holdings Corp • Retail-department stores • New York

THIS ACQUIRED IP LICENSE AGREEMENT (this “Agreement”) is entered into and is made effective as of March 8, 2017 (the “Effective Date”) by and between Stanley Black & Decker, Inc., a corporation organized under the laws of the State of Connecticut having a place of business at 1000 Stanley Drive, New Britain, CT 06053, United States (“STANLEY”); and Sears Holdings Corporation, a Delaware corporation (“SEARS”) (each a “Party” or collectively, “Parties”, as the case may be).

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CONSENT, WAIVER AND AMENDMENT
Consent, Waiver And • March 9th, 2017 • Sears Holdings Corp • Retail-department stores

This CONSENT, WAIVER AND AMENDMENT, dated as of March 8, 2017, (this “Consent”), is entered into by and among the undersigned in connection with that certain Pension Plan Protection and Forbearance Agreement, dated as of March 18, 2016 (as amended, extended, restated, replaced, supplemented or otherwise modified from time to time, the “PPPFA”), by and among Sears Holdings Corporation, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (together with the Company, the “Sears Parties”) and Pension Benefit Guaranty Corporation (“PBGC”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the PPPFA.

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