0001548309-17-000084 Sample Contracts

Amendment No. 2 to Amended and Restated Merchandising Agreement
Merchandising Agreement • September 6th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores

This Amendment No. 2 (“Amendment”), dated as of July 10, 2017, is entered into by and between (1) Sears, Roebuck and Co., a New York corporation (“SRC”), Kmart Corporation, a Michigan corporation (“Kmart” and, together with SRC, “Seller”) and Sears Holdings Corporation, a Delaware corporation (“SHC”) and (2) Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHOS”), Sears Authorized Hometown Stores, LLC, a Delaware limited liability company (“SAHS”) and Sears Outlet Stores, L.L.C., a Delaware limited liability company (“Outlet Co.” and, together with SHOS and SAHS, “Buyer”), to further amend the Amended and Restated Merchandising Agreement, retroactive to May 1, 2016, as amended by the Amendment to Amended and Restated Merchandising Agreement, dated as of March 8, 2017, by and between Seller, SHC and Buyer (the “Agreement”). SHC, Seller and SHO are hereinafter referred to individually as a “Party” and collectively as the “Parties.” Defined terms used herein but not otherw

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Contract
Sears Hometown & Outlet Stores, Inc. • September 6th, 2017 • Retail-department stores • Illinois

The use of “[***]” in this Exhibit indicates that a confidential portion has been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Securities and Exchange Commission.

Amendment No. 1 to Store License Agreement
Store License Agreement • September 6th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores

This Amendment No. 1 (“Amendment”), to that certain Store License Agreement dated August 8, 2012 (the “Agreement”) between SEARS ROEBUCK AND CO., a New York corporation (“Sears”), and SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (“SAHS”), is made by the parties thereto and is effective as of July 10, 2017 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

Amendment No. 8 to Services Agreement July 10, 2017
Services Agreement • September 6th, 2017 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores

This is the Amendment No. 8 to Services Agreement (this “Amendment”) between Sears Holdings Management Corporation (“SHMC”) and Sears Hometown and Outlet Stores, Inc. (“SHO”). This Amendment amends the Services Agreement between SHMC and SHO dated August 8, 2012, as amended (the “Services Agreement”). Capitalized terms used but not defined in this Amendment are defined in the Services Agreement. The effective date of this Amendment (“Effective Date”) will be July 2, 2017.

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