8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2016

SEARS HOMETOWN AND OUTLET STORES, INC.

(Exact name of registrant as specified in charter)

Delaware	001-35641	80-0808358
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5500 Trillium Boulevard, Suite 501 Hoffman Estates, Illinois		60192
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (847) 286-7000

(Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Item 1.01. Entry into a Material Definitive Agreement.

On May 19, 2016 Sears Outlet Stores, L.L.C. (the “Seller”), a wholly owned subsidiary of Sears Hometown and Outlet Stores, Inc. (the “Company”), and LIT-Acquisitions, L.L.C. (the “Purchaser”) executed and delivered to each other an Agreement of Purchase and Sale (the “Sale Agreement”) that provides for the Seller’s sale to the Purchaser of the land and the improvements commonly known as 1980 West Avenue 140^th, San Leandro, Alameda County, California (the “Property”). The Property consists of a building of approximately 306,800 sq. ft. and land of approximately 12.7 acres. The Company currently operates an Outlet Repair and Distribution Center and an Outlet Store at the Property. A copy of the Sale Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

The Company believes that the Purchaser is an affiliate of Clarion Partners, LLC and that the lessor with respect to a leased Outlet Store operated by the Company also is an affiliate of Clarion Partners, LLC.

The following is a brief summary of the terms and conditions of the Sale Agreement that the Company believes are material to it, which summary is qualified by, and is subject to, the terms and conditions of the Sale Agreement. The Purchaser will pay the Seller $27.3 million in cash for the Property, which the Seller will sell to the Purchaser “as is.” The Purchaser is entitled to inspect the Property during the period ending July 5, 2016. If the Purchaser in its sole discretion determines that the results of any inspection, test, examination, or review do not meet the Purchaser’s criteria for the purchase, financing, or operation of the Property in the manner contemplated by the Purchaser, then it may terminate the Sale Agreement by giving notice to the Seller not later than July 5, 2016. If by July 5, 2016 the Seller and the Purchaser have been unable to agree upon the terms and conditions of the Purchaser’s lease back to the Seller of a specified portion of the building located on the Property, the Sale Agreement will terminate. If the Sale Agreement has not terminated in accordance with its terms, the closing of the sale and purchase of the Property will occur on July 15, 2016 or on another date agreed to by the Seller and the Purchaser. If the sale of the Property occurs on July 15, 2016 in accordance with the terms and conditions of the Sale Agreement the Company expects that it will record in the second quarter of fiscal 2016 a gain on sale of approximately $25.7 million (the carrying value of the Property was approximately $1.1 million at April 30, 2016).

Item 7.01. Regulation FD Disclosure.

Attached to this Current Report on Form 8-K and furnished for purposes of Regulation FD is a presentation intended to be given by Sears Hometown and Outlet Stores, Inc. on May 25, 2016 at its Annual Meeting of Stockholders to be held at 3333 Beverly Road, Hoffman Estates, Illinois 60179. The presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and in Exhibit 99.1 is intended to be furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

The current intention of the Company is to issue its 2016 first fiscal quarter earnings release, and file its Quarterly Report on Form 10-Q for the same period with the Securities and Exchange Commission, on June 3, 2016 before the market opens.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibits listed in the accompanying “Exhibit Index” have been filed as part of this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based upon the current beliefs and expectations of the Company’s management. These forward-looking statements are subject to risks, uncertainties, and assumptions, many of which are beyond the Company’s control. Additional information concerning other factors is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 and subsequent filings with the SEC. The Company intends the forward-looking statements to speak only as of the time made and, except as required by law, the Company does not undertake to update or revise the forward-looking statements as more information becomes available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SEARS HOMETOWN AND OUTLET STORES, INC.

By: /s/ CHARLES J. HANSEN

Charles J. Hansen

Vice President, General Counsel, and Secretary

Date: May 24, 2016

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1*	Agreement of Purchase and Sale dated May 19, 2016 between Sears Outlet Stores, L.L.C. and LIT-Acquisitions, L.L.C.
99.1*	Presentation of Sears Hometown and Outlet Stores, Inc. dated May 25, 2016.

* Furnished herewith

EX-10.1

Exhibit 10.1

SEARS OUTLET STORES, L.L.C.

AND

LIT-ACQUISITIONS, L.L.C.

AGREEMENT OF PURCHASE AND SALE

1980 West Avenue 140th

San Leandro, Alameda County, California

DATED: May 19, 2016

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of May, 2016 (the “Contract Date”), by and between SEARS OUTLET STORE, L.L.C., a Delaware limited liability company (“Seller”), and LIT-ACQUISITIONS, L.L.C., a Delaware limited liability company(“Purchaser”).

1.SALE.

Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, for the purchase price set forth below and on the terms and conditions set forth in this Agreement, the Project (as hereinafter defined), including that certain building (the “Building”), consisting of approximately 306,805 square feet and commonly known as 1980 West Avenue 140th in San Leandro, Alameda County, California. For purposes of this Agreement, the term, “Project” shall be deemed to mean, on a collective basis: (a) the parcel(s) of land described in Exhibit A attached hereto (the “Land”), together with all rights, easements and interests appurtenant thereto including, but not limited to, any streets or other public ways adjacent to said Land and any water or mineral rights owned by, or leased to, Seller; (b) all improvements located on the Land, including, but not limited to, the Building, and all other on-site structures, systems, and utilities associated with, and utilized by Seller in the ownership and operation of the Building (all such improvements being referred to herein as the “Improvements”); provided, however, that Purchaser acknowledges and agrees that the Project shall be subject to the Seller Lease (as defined in Section 11(b) of this Agreement); (c) all right, title and interest in and to that certain Lease dated as of August 29, 2011 (the “Anchor Lease”), by and between Seller, as successor-in-interest to Sears Roebuck and Co., and Anchor Distributing, Inc. (the “Tenant”), including any security deposits or prepaid rents thereunder; and (d) all right, title and interest in and to any intangible property associated with, and utilized by Seller in the ownership and operation of the Land or the Improvements, including without limitation any Service Contracts (as defined in Section 8(g) of this Agreement), to the extent Purchaser elects to assume the same prior to the expiration of the Inspection Period, and any licenses, permits, guaranties, warranties, indemnities and claims.

2.PURCHASE PRICE.

The total purchase price to be paid to Seller by Purchaser for the Project shall be Twenty-Seven Million Three Hundred Thousand and 00/100 Dollars ($27,300,000.00) (the “Purchase Price”). The Purchase Price shall be paid to Seller at Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds.

3.CLOSING.

The purchase and sale contemplated herein shall be consummated at a closing (“Closing”) to take place through an escrow with the Dallas (Texas) offices of Chicago Title Insurance Company (the “Title Company”), on the basis of a “New York-style” closing. The Closing shall occur within ten (10) days after the Approval Date (as hereinafter defined), or at such other time as the parties may agree upon in writing (the “Closing Date”). Provided that Seller’s closing documents have been delivered to the closing escrow prior to 11:00 a.m., Chicago, Illinois time, on the Closing Date, federally wired “immediately available” funds and all necessary closing documents executed by Purchaser shall be in the possession of the Title Company on or before 1:00 p.m., Chicago, Illinois time, on the Closing Date. The Closing shall be effective as of 11:59:59 p.m. on the Closing Date. Notwithstanding the foregoing, the risk of loss of all or any portion of the Project shall be borne by Seller up to and including the actual time of the Closing and wire transfer of the Purchase Price to Seller, and thereafter by Purchaser.

4.EARNEST MONEY.

(a)Escrowee. On the Contract Date, the parties shall enter into an joint strict order escrow agreement (the “Escrow Agreement,” the escrow created thereby being referred to herein as the “Escrow”), designating the Title Company as the escrowee thereunder (“Escrowee”). The parties hereby authorize their respective attorneys to execute the Escrow Agreement and to make such amendments thereto as they shall deem necessary or convenient to close the transaction contemplated hereby.

(b)Earnest Money Deposit. Within three (3) business days following the Contract Date, Purchaser shall deposit into the Escrow by wire transfer, in accordance with the terms of the Escrow Agreement, the sum of Two Million and 00/100 Dollars and 00/100 Dollars ($2,000,000.00) (“Earnest Money”). The Earnest Money shall be invested by the Escrowee in an interest-bearing account with a FDIC-insured, national bank.

(c)Application at Closing. At Closing, the Earnest Money shall be delivered to Seller and credited against the Purchase Price. All interest (if any) earned on the Earnest Money shall be paid to Purchaser, except in the event of Purchaser’s breach of its obligations under this Agreement, whereupon the Earnest Money and all interest earned thereon shall be paid to Seller. All Earnest Money shall be appropriately dealt with by the Escrowee so as to be delivered to Seller or Purchaser, as the case may be, as provided herein and as provided in the Escrow Agreement.

(d)Independent Consideration. Notwithstanding anything in this Agreement to the contrary, One Hundred and 00/100 Dollars ($100.00) of the Earnest Money shall be non-refundable in all events, and shall be paid to Seller in the event this Agreement is terminated for any reason prior to Closing (the “Independent Consideration”). The Independent Consideration shall be applicable to the Purchase Price at Closing.

5.SELLER’S DELIVERIES.

Seller shall, promptly after the Contract Date, deliver or make available to Purchaser the items listed on Exhibit B attached hereto (collectively, the “Property Documents”), to the extent in Seller’s possession or control. The Property Documents have been and/or will be delivered or made available to Purchaser without representation or warranty (express or implied). Except for those deliveries required by the terms of this Agreement to be made by Seller subsequent to the Approval Date, Purchaser hereby acknowledges that,

unless Purchaser elects to terminate this Agreement on or prior thereto, as of the Approval Date Seller shall be deemed to have made available to Purchaser all of the documents, contracts, information and records (including leases, operating statements and financial information, if any) that Purchaser deems necessary and/or appropriate to the transaction(s) contemplated under this Agreement.

6.INSPECTION PERIOD.

(a)Basic Project Inspection. During the “Inspection Period” (which Inspection Period is defined to be the forty-five (45) day period from and after the Contract Date), Purchaser, its agents and representatives shall be entitled to conduct a “Basic Project Inspection,” which will include the rights to: (i) enter upon the Land and Improvements, on at least one business day’s notice to Seller (which notice may be given by telephone or electronic mail to Rohit Jacobs at the contact information set forth in Section 18 below), to perform inspections and tests of the Project, (ii) make investigations with regard to environmental and other legal requirements, and (iii) review the tenant leases and other contracts affecting the Premises, if any. If Purchaser determines that the results of any inspection, test, examination or review do not meet Purchaser’s criteria, in its sole discretion, for the purchase, financing or operation of the Project in the manner contemplated by Purchaser, then Purchaser may terminate this Agreement by written notice to Seller (the “Termination Notice”), with a copy to Escrowee, given not later than the last day of the Inspection Period (the “Approval Date”). Alternatively, if Purchaser is satisfied with the results of its review of the Project, Purchaser may elect to proceed to Closing by written notice to Seller (the “Approval Notice”), with a copy to Escrowee, given not later than the Approval Date. If Purchaser timely delivers the Approval Notice to Seller on or prior to the Approval Date, Purchaser shall be automatically deemed to have forever waived its right to terminate this Agreement and the Project shall be deemed acceptable to Purchaser. If, however, Purchaser timely delivers the Termination Notice, or if Purchaser fails to timely deliver the Approval Notice, this Agreement shall automatically terminate, the Earnest Money, together with all interest thereon, shall be returned to Purchaser and neither party shall have any further liability to the other hereunder, except as provided in Sections 6(c), 17 and 20 below.

(b)Environmental Assessment. During the Inspection Period, Purchaser shall have the right to employ one or more environmental consultants or other professional(s) to perform a so-called “Phase I” environmental inspection and assessment (the “Assessment”) of the Project, and Seller acknowledges and consents to such Assessment. Seller shall reasonably cooperate with Purchaser and its environmental consultants (but without third party expense to Seller). Purchaser shall not have the right to perform a Phase II or any other invasive testing without Seller’s prior written consent, in Seller’s reasonable discretion. If requested by Seller, Purchaser shall deliver to Seller copies of all data and reports documenting the Assessment performed pursuant to this Agreement.

(c)Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Basic Project Inspection and Assessment), performed at the Project pursuant to this Section 6 to be performed in a manner that does not unreasonably disturb or disrupt Seller’s operations or business at the Project. Further, in connection with Purchaser’s exercise of its rights under this Agreement, Purchaser hereby covenants and agrees to repair any damage that occurs to the Project, at Purchaser’s sole cost and expense, and to return the Project to substantially the same condition as existed immediately prior to the execution of this Agreement. Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall cause its agents and contractors to obtain and maintain the following insurance coverage and shall deliver to Seller evidence of the following insurance coverage: commercial general liability insurance from an insurer reasonably acceptable to Seller in the amount of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, Two Million and No/100 Dollars ($2,000,000.00) general aggregate, for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and tests. Purchaser hereby

indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses that Seller suffers or incurs as a result of any damage caused at, to, in, or at the Project as a result of (i) any injury to persons or property damage caused by or resulting from the Basic Project Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser, its agents, representatives or environmental consultants, or (ii) construction liens filed or asserted in connection with the Basic Project Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser, its agents, representatives or environmental consultants; provided, however, that in no event shall Purchaser’s indemnification obligations hereunder be applicable to any loss, damage, claim, cause of action, judgment, damage, cost or expense incurred in connection with or arising from or out of (x) the acts or omissions of Seller or its partners, shareholders, officers, members, directors, agents or employees, or (y) any pre-existing condition at the Project, except to the extent the Basic Project Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser, its agents, representatives or environmental consultants exacerbate such pre-existing conditions. Purchaser’s undertakings pursuant to this Section 6(c) shall indefinitely survive the Closing or termination of this Agreement.

(d)Confidentiality. Each party agrees to maintain in confidence, the information contained in this Agreement or pertaining to the sale contemplated hereby and the information and data furnished or made available by Seller to Purchaser, its agents and representatives in connection with Purchaser’s investigation of the Project and the transactions contemplated by the Agreement; provided, however, that each party, its agents and representatives may disclose such information and data (a) to such party’s accountants, attorneys, prospective lenders, investment bankers, underwriters, ratings agencies, partners, consultants and other advisors in connection with the transactions contemplated by this Agreement (collectively, the “Representatives”) to the extent that such Representatives reasonably need to know such information and data in order to assist, and perform services on behalf of, Seller or Purchaser; (b) to the extent required by any applicable statute, law, regulation or governmental authority; and (c) in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing restriction, the parties acknowledge that Seller will be filing an 8-K disclosing the Agreement upon its execution. Additionally, unless otherwise required by applicable law, neither Purchaser nor Seller shall issue a press release or otherwise make any disclosure to the media, whether before or after Closing, related to the existence or terms of this Agreement or the transactions contemplated hereby without the prior written consent of the other party, which prohibition shall survive Closing or the earlier termination of this Agreement.

7.TITLE AND SURVEY MATTERS.

(a)Conveyance of Title. At Closing, Seller agrees to deliver to Purchaser a grant deed (the “Deed”), in recordable form reasonably acceptable to Seller, Purchaser and the Title Company, conveying the Project to Purchaser, warranting only that neither Seller nor any person or entity claiming by, through or under Seller has sold or encumbered the Project during Seller’s period of ownership, and subject to the following items (the “Permitted Exceptions”): (1) taxes not yet due and payable; (2) those matters that may be specifically approved, in writing, by Purchaser or deemed accepted by Purchaser pursuant to subsection (d) of this Section 7; (3) the rights of Seller under the Seller Lease (as defined in Section 11(b) of this Agreement); and (4) matters arising out of any act of Purchaser or its agents, employees or representatives.

(b)Title Commitment. As soon as practicable after the Contract Date, Purchaser shall obtain and deliver to Seller a commitment, issued by the Title Company, for an ALTA owner’s title insurance policy (the “Title Policy”), in the full amount of the Purchase Price, showing fee simple title to the Project in Seller, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such title commitment.

(c)Survey. Within thirty (30) days following the Contract Date, Purchaser shall have the right to obtain an updated survey, certified by the surveyor as having been prepared in accordance with the

most currently available minimum detail and classification requirements of ALTA/ACSM (the “Updated Survey”). The cost of any Updated Survey shall be paid by Purchaser. The Updated Survey will be provided to Seller.

(d)Defects and Cure. The items described in subsection (b) and (c) of this Section 7 are collectively referred to as “Title Evidence;” provided, however, if Purchaser does not obtain the Updated Survey within thirty (30) days following the Contract Date, then the “Title Evidence” shall not include the Updated Survey. If the Title Evidence discloses any matters to which Purchaser shall object (the “Defects”), Purchaser shall notify Seller thereof (the “Defect Notice”), in writing, within ten (10) days following the receipt by Purchaser of the Title Evidence and thereafter Seller shall have the right (but not the obligation) to cure and remove, or obtain title insurance for, such Defects prior to Closing. Within ten (10) business days after Seller’s receipt of the Defect Notice, Seller shall notify Purchaser (“Seller’s Response Notice”) as to those Defect(s), if any, that Seller shall attempt to cure or obtain title insurance for prior to Closing, if any. If Seller fails to deliver such Seller’s Response Notice to Purchaser within ten (10) days, Seller shall be deemed to have notified Purchaser that Seller shall not attempt to cure or obtain title insurance for any Defect(s) raised in the Defect Notice. If Seller notifies Purchaser (or is deemed to notify Purchaser) that it will not attempt to cure or obtain title insurance for any or all Defect(s), then Purchaser may (1) terminate this Agreement by written notice to Seller given within five (5) days after Purchaser receives (or is deemed to receive) Seller’s Response Notice, but in no event later than the Approval Date, in which event the Earnest Money, together with all interest earned thereon, shall be returned to Purchaser and neither party shall have any further liability to the other hereunder, except as provided in Sections 6(c), 17 and 20 below; or (2) proceed to close with no reduction in or offset against the Purchase Price, and thereafter Purchaser shall be deemed to have accepted such Defect(s) as Permitted Exceptions, and Purchaser shall be deemed to automatically and forever waive any and all claims and liabilities against Seller with respect to such Defect(s). To the extent that Purchaser fails to timely and properly notify Seller (pursuant to this Section 7) of any such Defect(s), Purchaser shall be deemed to have accepted the same and to automatically and forever waive its right to terminate this Agreement pursuant to this Section 7(d) and such Defect(s) shall be deemed Permitted Exceptions for all purposes hereunder. Notwithstanding the foregoing, in no event shall any mortgages, deeds of trust or other monetary liens encumbering the Project, each created by, through or under Seller, other than inchoate liens for non-delinquent taxes (“Monetary Liens”), constitute Permitted Exceptions, regardless of whether or not Purchaser delivers a Defect Notice with respect thereto, and Seller shall be obligated to cure any such Monetary Liens at or prior to Closing (with Seller being permitted to apply the Purchase Price at Closing in order to effect such cure). Further notwithstanding the foregoing, in the event any new Defects are disclosed by any updated Title Evidence first received by Purchaser after the Approval Date, Purchaser shall have the right to send a Defect Notice with respect thereto, and the procedures of this Section 7(d) shall otherwise apply, except that (x) Purchaser must deliver the Defect Notice (if at all) within two (2) business days after receipt of the applicable updated Title Evidence, (y) Seller must send the Seller’s Response Notice (if at all) within two (2) business days after receipt of the applicable Defect Notice, and (z) Purchaser must terminate this Agreement (if at all) within one (1) business day after receipt of the applicable Seller’s Response Notice, but in no event later than the Closing Date.

8.SELLER’S REPRESENTATIONS.

Effective as of the execution of this Agreement, Seller represents, warrants and covenants to Purchaser as follows, which representations, warranties and covenants shall survive the Closing for nine (9) months, and shall be true and correct in all material respects as of Closing as a condition to the obligations of Purchaser to consummate the Closing hereunder:

(a)Authority. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Delaware, and is qualified to do business in the State of California. The execution and delivery of this Agreement by Seller, and the performance of this Agreement by Seller, have been duly authorized by Seller, and this Agreement is binding on Seller and is enforceable

against Seller in accordance with its terms. No consent of any creditor, investor, judicial or administrative body, governmental authority, or other governmental body or agency, or other party to such execution, delivery and performance by Seller is required.

(b)Litigation. Seller has not received any written notice of any pending or, to Seller’s knowledge, threatened judicial, municipal or administrative proceedings materially affecting the Project, or in which Seller is a party to by reason of Seller’s ownership of all or any part of the Project.

(c)Leases. There are noleases or other agreements to occupy all or any portion of the Project, except the Anchor Lease and the Seller Lease (as defined in Section 11(b) of this Agreement) to be entered into at Closing. Seller shall not enter into any new leases for the Project prior to the Closing, or renew, otherwise modify or terminate any existing leases, without the prior written consent of Purchaser to such new, renewed, modified or terminated leases, which consent may be given or withheld in Purchaser’s sole and absolute discretion.

(d)United States Person. Seller is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an “Entity Transferor” certification at Closing.

(e)Condemnation. Seller has no actual knowledge of a pending condemnation or other governmental taking proceedings affecting all or any part of the Project.

(f)1031 Exchange. Seller recognizes and understands that this transaction may be part of a contemplated “like kind” exchange for Purchaser under §1031 of the Internal Revenue Code (the “Purchaser’s Exchange”). As such, Seller agrees to cooperate with Purchaser in effectuating the Purchaser’s Exchange, which cooperation may include the execution of documents, and the taking of other reasonable action, as is reasonably necessary, in the opinion of Purchaser, to accomplish the Purchaser’s Exchange; provided, however that Seller shall not be required to assume any additional third party expense or liability in connection with, or as part of its cooperation with, the Purchaser’s Exchange, nor shall Seller be required to extend the Closing for the purposes of accommodating the Purchaser’s Exchange. The covenant contained in this Section 8(f) shall survive the Closing and shall not be merged into any instrument of conveyance delivered at Closing.

(g)Service Contracts. Attached hereto as Exhibit C is a complete list of the service, maintenance, and operations contracts with respect to the Project (the “Service Contracts”). Seller shall not enter into any new Service Contracts for the Project prior to the Closing, or renew any existing Service Contracts, without the prior written consent of Purchaser to such new or renewed Service Contract, which consent shall not be unreasonably withheld.

(h)Compliance with Laws. Seller has not received written notice that the Project violates any laws or legal requirements (including zoning ordinances) applicable thereto, other than violations that have been cured prior to the Contract Date.

(i)No Conflict. To Seller’s knowledge, the execution and delivery of, and consummation of the transactions contemplated by this Agreement is not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of any of the agreements or instruments to which Seller is now party or by which it is bound, or to Seller’s knowledge, any order, rule or regulation of any court or other governmental agency or official.

(j)Prohibited Persons and Transactions. Seller is currently in compliance with and shall at all times during the term of this Agreement (including any extension hereof) remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

(k)No Marketing. Seller shall not market the Project, or any portion thereof, for sale during the pendency of this Agreement.

All references in this Agreement to “Seller’s knowledge,” “Seller’s actual knowledge” or words of similar import shall refer only to the actual knowledge of Rohit Jacob, without any duty of investigation or inquiry, and, notwithstanding any fact or circumstance to the contrary, shall not be construed to refer to the knowledge of any other person or entity.

No claim for a breach of any representation, warranty or covenant of the Seller shall be actionable or payable unless (a) the breach in question results from, or is based on, a condition, state of facts or other matter which was not disclosed to, or known by, Purchaser prior to Closing, (b) the valid claims for all such breaches collectively aggregate more than Seventy-Five Thousand and No/100 Dollars ($75,000.00), in which event the full amount of such claims shall be actionable, subject however, to the Cap (as hereinafter defined), and (c) written notice containing a description of the specific nature of such breach shall have been delivered by Purchaser to Seller prior to the expiration of said nine month survival period, and an action with respect to such breach(es) shall have been commenced by Purchaser against Seller within sixty (60) days after the expiration of the survival period provided for above in this Section 8. Notwithstanding anything contained herein to the contrary, the maximum amount that Purchaser shall be entitled to collect from Seller in connection with all suits, litigation or administrative proceedings resulting from all breaches by Seller of any representation or warranty of Seller and any indemnification obligation of Seller to Purchaser shall in no event exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) in the aggregate (the “Cap”). If, prior to Closing, Seller discloses to Purchaser, or Purchaser discovers or has knowledge of, any misrepresentation of, or inaccuracy with respect to, any of the representations, warranties or covenants from Seller, then such representations, warranties, and covenants shall be deemed modified to reflect such matters and Seller shall have no liability for such matters, but in such event Purchaser may either (i) upon written notice to Seller delivered on or prior to the Closing, terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder except as expressly provided herein or (ii) close the transaction contemplated hereunder notwithstanding such misrepresentations or inaccuracies, thereby waiving any and all claims for the breach of the applicable representation, warranty or covenant. If Purchaser fails to timely deliver the written notice described in subclause (i) in the previous sentence, then Purchaser shall be deemed to have elected to proceed under subclause (ii) in the previous sentence. Purchaser shall be deemed to have knowledge of any information contained in any reports disclosed (in writing) to or obtained by Purchaser relating to all or any portion of the Property. The provisions of this Section 8 shall survive the Closing of this Agreement.

9.PURCHASER’S COVENANTS AND REPRESENTATIONS.

Effective as of the execution of this Agreement, Purchaser hereby represents, warrants and covenants with Seller as follows, which representations, warranties and covenants shall survive the Closing for nine (9) months, and shall be true and correct in all material respects as of Closing as a condition to Seller’s obligations to consummate the Closing hereunder:

(a)1031 Exchange. Purchaser recognizes and understands that this transaction may be part of a contemplated “like kind” exchange for Seller under §1031 of the Internal Revenue Code (the “Seller’s Exchange”). As such, Purchaser agrees to cooperate with Seller in effectuating the Seller’s Exchange, which cooperation may include the execution of documents, and the taking of other reasonable action, as is reasonably necessary, in the opinion of Seller, to accomplish the Seller’s Exchange; provided, however that Purchaser shall not be required to assume any additional third party expense or liability in connection with, or as part of its cooperation with, the Seller’s Exchange, nor shall Purchaser be required to extend the Closing for the purposes of accommodating the Seller’s Exchange. The covenant contained in this Section 9(a) shall survive the Closing and shall not be merged into any instrument of conveyance delivered at Closing.

(b)Authority. The execution and delivery of this Agreement by Purchaser, and the performance of this Agreement by Purchaser, have been duly authorized by Purchaser, and this Agreement is binding on Purchaser and enforceable against Purchaser in accordance with its terms. No consent of any creditor, investor, judicial or administrative body, governmental authority, or other governmental body or agency, or other party to such execution, delivery and performance by Purchaser is required.

(c)No Conflict. To Purchaser’s knowledge, the execution and delivery of, and consummation of the transactions contemplated by this Agreement is not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of any of the agreements or instruments to which Purchaser is now party or by which it is bound, or to Purchaser’s knowledge, any order, rule or regulation of any court or other governmental agency or official.

(d)Prohibited Persons and Transactions. Purchaser is currently in compliance with and shall at all times during the term of this Agreement (including any extension hereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

10.PROJECT SOLD “AS IS”.

(a)Except as is otherwise expressly provided in this Agreement or in the documents and instruments executed and delivered by Seller at Closing (the “Closing Documents”), Seller hereby specifically disclaims any warranty (oral or written) concerning (i) the nature and condition of the Project and the suitability thereof for any and all activities and uses that Purchaser may elect to conduct thereon, (ii) the manner, construction, condition and state of repair or lack of repair of any improvements located thereon, (iii) the nature and extent of any right-of-way, lien, encumbrance, license, reservation, condition or otherwise, (iv) the compliance of the Project or its operation with any laws, rules, ordinances, or regulations of any government or other body, it being specifically understood that Purchaser shall have full opportunity, during the Inspection Period, to determine for itself the condition of the Project; and (v) any other matter whatsoever except as expressly set forth in this Agreement or in the Closing Documents. Except as is otherwise expressly provided in this Agreement or in the Closing Documents, the sale of the Project as provided for herein is made on a strictly “AS IS” “WHERE IS” basis as of the Closing Date. Purchaser expressly acknowledges that, in consideration of the agreements of Seller herein, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT, ANY IMPROVEMENTS LOCATED THEREON OR ANY SOIL CONDITIONS RELATED THERETO.

(b)PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. FURTHER, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES, AND INDEMNITIES SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, BY CONSUMMATING THE CLOSING, PURCHASER, FOR PURCHASER AND PURCHASER’S SUCCESSORS AND ASSIGNS, SHALL BE DEEMED TO HAVE RELEASED (AND SHALL RELEASE) SELLER FROM AND SHALL BE DEEMED TO HAVE WAIVED (AND SHALL WAIVE) ANY AND ALL CLAIMS AND LIABILITIES AGAINST SELLER FOR, RELATED TO, OR IN CONNECTION WITH, ANY ENVIRONMENTAL CONDITION AT THE PROJECT (OR THE PRESENCE OF ANY MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROJECT), INCLUDING, BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER

WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED IN, AT, ABOUT OR UNDER THE PROJECT, OR FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH OR ARISING OUT OF CERCLA (THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C. ‘9601 ET SEQ., AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT OF 1986, AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, 42 U.S.C. ‘6901 ET SEQ., OR ANY OTHER CLAIM OR CAUSE OF ACTION (INCLUDING ANY FEDERAL OR STATE BASED STATUTORY, REGULATORY OR COMMON LAW CAUSE OF ACTION) RELATED TO ENVIRONMENTAL MATTERS OR LIABILITY WITH RESPECT TO OR AFFECTING THE PROJECT.

(c)Seller and Purchaser acknowledge and agree that the provisions contained in this Section 10 were a material factor in Seller’s acceptance of the Purchase Price and that Seller was unwilling to sell the Project to Purchaser unless Seller was released as expressly set forth above.

_________________

Purchaser’s Initials

11.CLOSING DELIVERIES.

At Closing (or such other times as may be specified below), Seller and/or Purchaser, as appropriate, shall deliver or cause to be delivered the following:

(a)Deed. The Deed, executed by Seller, in recordable form reasonably acceptable to Seller, Purchaser and the Title Company, conveying the Project to Purchaser, warranting only that neither Seller nor any person or entity claiming by, through or under Seller has sold or encumbered the Project during Seller’s period of ownership, subject to the Permitted Exceptions.

(b)Seller Lease. On or before the expiration of the Inspection Period, Purchaser, as landlord, and Seller or its assignee or designee, as tenant, acknowledge and agree to use commercially reasonably efforts to agree to a form of lease for a portion of the Building consisting of approximately 34,458 square feet (the “Seller Lease”), which Seller Lease shall be entered into by Purchaser and Seller (or its assignee or designee) at Closing. If Seller and Purchaser, notwithstanding their commercially reasonable efforts, fail to agree upon the final terms of the Seller Lease during the Inspection Period, then this Agreement shall automatically terminate, in which event the Earnest Money, together with all interest earned thereon, shall be returned to Purchaser and neither party shall have any further liability to the other hereunder, except as provided in Sections 6(c), 17 and 20 below The Seller Lease shall include the following terms and conditions: (i) the Seller Lease shall be for a term of five (5) years from and after the Closing Date (the “Seller Lease Term”); (ii) during the Seller Lease Term, Seller shall pay rent to Landlord equal to $21,708 per month NNN, with 3% annual increases; (iii) Seller shall have the right to extend the Seller Lease Term for one (1) additional period of five (5) years (an “Extension”) at fair market rental rates, which shall be effective upon Seller giving one hundred eighty (180) days written notice to Purchaser prior to the expiration of the Seller Lease Term or the then applicable Extension; (iv) a shorter lease through December 31, 2016, terminable on 30-days’ prior written notice at any time, for only the warehouse portion of the Building, which shall be on the same terms as the remainder of the Seller Lease except the rental rate for the warehouse portion of the Building will be: (x) $0.30 psf per month (gross) from the commencement of the Seller Lease through October 31, 2016, (y) $0.45 psf per month (gross) from November 1, 2016 through November 30, 2016, and (z) $0.60 psf per month (gross) from December 1, 2016 through December 31, 2016; (v) other commercially reasonable terms and conditions as mutually agreed to by Seller and Purchaser; and (vi) subject in each instance to applicable legal requirements, Landlord to complete the following tenant improvements

as Landlord’s sole cost and expense, which tenant improvements shall be further defined and clarified as part of Purchaser’s and Seller’s commercially reasonable negotiations during the Inspection Period:

A. Within the earlier of (i) one year following Closing and (ii) thirty (30) days following completion of the roof repairs Purchase intends to complete following the Closing, demise the new retail premises and construct new restrooms within the new retail premises; provided, however, pending the demising and completion of the work within the new premises, Seller shall be entitled to occupy the full existing retail space without additional charge;

B. Within one hundred eighty (180) days following the Closing, (i) demolition and removal of the concrete structure in front of the retail portion of the Building (adjacent to the rail spur); (ii) removal of fencing for conversion to Tenant parking; and (iii) construction of new docks as reasonably determined by Tenant as necessary for Tenant’s operations; provided, however, at all times during the Lease not less than sixty (60) parking spaces shall be made available for use by Seller and its invitees.

C. In connection with, and at the time of, demising the new retail premises, completion of new façade and signage at the entrance to the new retail premises, with signage to be provided by Seller.

D. Within one hundred eighty (180) days following the Closing, install new monument sign with Tenant in top panel space, per agreed upon specifications and municipal requirements.

(c)Assignment of Intangible Property. An assignment of the intangible property (including all Service Contracts that Purchaser has elected to assume prior to the expiration of the Inspection Period), in a form reasonably acceptable to Seller and Purchaser, with (i) the agreement of Seller, as assignor, to indemnify, defend and hold Purchaser, as assignee, harmless from and against any and all claims, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from unperformed obligations of Seller under the applicable Service Contracts required to have been performed prior to Closing and (ii) the agreement of Purchaser to indemnify, defend and hold Seller harmless from and against any and all claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising from liabilities and obligations of Purchaser under the applicable Service Contracts first accruing or required to be performed after the Closing.

(d)Assignment of Anchor Lease. An assignment of the Anchor Lease, in a form reasonably acceptable to Seller and Purchaser, with (i) the agreement of Seller, as assignor, to indemnify, defend and hold Purchaser, as assignee, harmless from and against any and all claims, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from unperformed obligations of Seller under the Anchor Lease required to have been performed prior to Closing and (ii) the agreement of Purchaser to indemnify, defend and hold Seller harmless from and against any and all claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising from liabilities and obligations of Purchaser under the Anchor Lease first accruing or required to be performed after the Closing.

(e)Notice to Tenant. Notice to Tenant under the Anchor Lease, notifying them of the sale of the Property and directing them to pay all future rent as Purchaser may direct.

(f)Estoppel Certificate. The Estoppel Certificate (as defined in Section 22 below).

(g)Keys. Keys to all locks located in the Project.

(h)Affidavit of Title. An Affidavit of Title executed by Seller, in a form reasonably acceptable to Seller and the Title Company.

(i)Title Policy. The Title Policy (or a “marked-up” commitment therefor, unconditionally binding the Title Company to issue the Title Policy) issued by the Title Company, dated as of the date of the recordation of the Deed in the amount of the Purchase Price.

(j)Closing Statement. A closing statement conforming to the proration and other relevant provisions of this Agreement.

(k)Entity Transfer Certificate. Entity Transfer Certification confirming that Seller is a “United States Person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

12.PRORATIONS AND ADJUSTMENTS.

The following shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified:

(a)The amount of all security and other tenant deposits, and interest due thereon, if any, shall be credited to Purchaser.

(b)Purchaser and Seller shall divide the cost of any earnest money and closing escrows hereunder equally between them (except for any escrow established solely to accommodate Purchaser’s lender, if any, and for any incremental cost of such lender’s participation in any escrow established by the parties).

(c)To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, water, electricity, sewer, gas, telephone and other utility charges based, to the extent practicable, on final meter readings and final invoices.

(d)Amounts paid or payable under the Service Contracts being assumed by Purchaser, if any, shall be prorated.

(e)To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, all general real estate, personal property and ad valorem taxes for the current year applicable to the Project shall be prorated in accordance with local custom; provided that, if the tax bill for the tax year in which the Closing occurs has not been received as of the Closing Date, the tax amounts to be prorated at Closing shall be assumed to equal 102% of taxes for the immediately preceding tax year.

(f)To the extent not paid by Tenant under the Anchor Lease or Seller under the Seller Lease, all assessments, general or special, shall be prorated as of the Closing Date, with Seller being responsible for any installments of assessments which are due prior to the Closing Date and Purchaser being responsible for any installments of assessments which are due on or after the Closing Date.

(g)Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Anchor Lease and all Additional Rents (collectively, “Rent”) previously paid to, or collected by, Seller and attributable to any period following the Closing Date. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant from and after Closing will be applied as follows: (i) first, to Rent owed for the month in which the Closing Date occurs (the “Closing Month”), which Rent shall be prorated and apportioned between Purchaser and Seller in accordance with this Section 12(g) in the same manner in which such Rent would have been prorated and apportioned had it been collected prior to Closing, (ii) second, to any accrued Rents owing to Purchaser, and (iii) third, to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Purchaser and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchaser shall be promptly remitted to Purchaser. Purchaser shall use reasonable efforts to collect Delinquent Rents owed to Seller in the ordinary course of its business for a period of six (6) months from and after Closing; provided, however, that Seller shall not have, and at Closing shall be deemed to have waived, any right to pursue the Tenant under the Anchor Lease for any Rent and other sums due Seller for period attributable to Seller’s ownership of the Project. “Additional Rents” shall mean any and all amounts due from Tenant for operating expenses, common area maintenance charges, taxes, shared utility charges, management fees, insurance costs, other comparable expenses and pass-through charges and any other tenant charges that are paid by Tenant to Seller, as landlord, as opposed to charges (e.g. utility) that Tenant pays directly to third parties. The provisions of this Section 12(g) shall survive the Closing and the delivery of any conveyance documentation.

(h)Such other items that are customarily prorated in transactions of this nature shall be ratably prorated.

Any and all prorations made pursuant to this Agreement on the Closing Date shall be deemed final.

13.CLOSING EXPENSES.

Seller shall only pay for: (i) subject to Section 12(a) hereof, one-half of the cost of any escrows hereunder, (ii) the cost of the premium for the base Title Policy; (iii) any local, county, or state transfer taxes payable upon or in connection with the recording of the Deed. Purchaser will pay for (i) subject to Section 12(a) hereof, one-half of any escrow costs hereunder, (ii) the cost of recording the Deed, (iii) the cost of any “extended form coverage,” (iv) the cost of any endorsements to the Title Policy, and (v) the cost of Updated Survey. Each party will be responsible for paying its own attorneys’ fees.

14.DESTRUCTION, LOSS OR DIMINUTION OF PROJECT.

If, prior to Closing, all or any portion of the Project is damaged by fire or other natural casualty (collectively “Damage”), or is taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively “Eminent Domain”), then:

(a)If the aggregate cost of repair or replacement or the value of the Damage or Eminent Domain (collectively, “Repair and/or Replacement”) is Five Hundred Thousand and 00/100 Dollars ($500,000.00) or less, in the opinion of Purchaser’s and Seller’s respective engineering consultants, Purchaser shall close and take the Project as diminished by such events with an assignment by Seller of any casualty insurance or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts.

(b)If the aggregate cost of Repair and/or Replacement is greater than Five Hundred Thousand and 00/100 Dollars ($500,000.00), in the opinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its sole option, may elect either to (i) terminate this Agreement by written notice to Seller and receive an immediate return of the Earnest Money, together with all interest earned thereon, and neither party shall have any further liability to the other hereunder, except as provided in Sections 6(c), 17 and 20 below; or (ii) proceed to close and take the Project as diminished by such events; together with an assignment of the proceeds of Seller’s casualty insurance for all Damage (or condemnation awards for any Eminent Domain) and the payment by Seller to Purchaser of any applicable deductible amounts.

(c)In the event of a dispute between Seller and Purchaser with respect to the cost of Repair and/or Replacement with respect to the matters set forth in this Section 14, an engineer designated by Seller and an engineer designated by Purchaser shall select an independent engineer licensed to practice in the jurisdiction where the Project is located who shall resolve such dispute. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller.

15.DEFAULT.

(a)Default by Seller. If Seller shall have failed (prior to a material default by Purchaser hereunder) to perform any of the covenants and agreements contained herein to be performed by Seller within the time for performance as specified herein (including Seller’s obligation to close), Purchaser may either (i) terminate Purchaser’s obligations under this Agreement by written notice to Seller with a copy to Escrowee, in which event the Earnest Money, together with all interest earned thereon, shall be returned to Purchaser; or (ii) Purchaser may file an action for specific performance of this Agreement. Purchaser shall have no other remedy for any pre-Closing default by Seller, including any right to damages.

(b)Default by Purchaser. In the event Purchaser defaults in its obligations to perform any of the covenants and agreements contained herein to be performed by Purchaser within the time for performance as specified herein (including Purchaser’s obligation to close), then Seller shall cause the Escrowee to deliver the Earnest Money, together with all interest earned thereon, to Seller, and Seller shall have no other remedy for any pre-Closing default by Purchaser, including any right to damages. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT (i) THE AMOUNT OF THE EARNEST MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROJECT FROM SALE AND THE FAILURE

OF CLOSING TO HAVE OCCURRED DUE TO DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (ii) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE EARNEST MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (iv) THE AMOUNT OF THE EARNEST MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES.

________________________________________

Purchaser’s InitialsSeller’s Initials

16.SUCCESSORS AND ASSIGNS.

Neither party shall assign this Agreement without the prior written consent of the other, except that (a) Seller may assign its interest in and obligations under this Agreement to a so-called “Qualified Intermediary” in order to accomplish the Exchange, and (b) Purchaser may assign its interest in and obligations under this Agreement to any entity controlling, controlled by, or under common control with Purchaser, so long as Purchaser notifies Seller of the assignment at least five (5) business days prior to Closing; provided that no such assignment by Purchaser shall relieve Purchaser of its obligations and liabilities under this Agreement.

17.LITIGATION.

In the event of litigation between the parties with respect to the Project, this Agreement, the Escrow Agreement, the performance of their respective obligations hereunder or the effect of a termination under this Agreement or the Escrow Agreement, the losing party shall pay all costs and expenses incurred by the prevailing party in connection with such litigation, including, but not limited to, reasonable attorneys’ fees of counsel selected by the prevailing party. Notwithstanding any provision of this Agreement to the contrary, the obligations of the parties under this Section 17 shall survive termination of this Agreement.

18.NOTICES.

Any notice, demand or request which may be permitted, required or desired to be given in connection therewith shall be given in writing and directed to Seller and Purchaser as follows:

Seller:	Sears Outlet Store, L.L.C. 5500 Trillium Blvd., Suite 501 Hoffman Estates, Illinois 60192 Attn: Mr. Rohit Jacob Telephone: 847-286-1146 Email: rohit.jacob@shos.com With a copy to: Sears Outlet Store, L.L.C. 5500 Trillium Blvd., Suite 501 Hoffman Estates, Illinois 60192 Attn:General Counsel Email: _____________________
With a copy to its attorneys:	Dykema Gossett PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, Michigan 48304 Attn:Kyle R. Hauberg, Esq. Telephone: 248-203-0871 Email: khauberg@dykema.com
Purchaser:	LIT-Acquisitions, L.L.C. c/o Clarion Partners, LLC 1717 McKinney Avenue, Suite 1900 Dallas, Texas 75202 Attention:Dayton Conklin Telephone: 214-775-7681 Email: dayton.conklin@clarionpartners.com
With a copy to its attorneys:	Vinson & Elkins LLP 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Attention:Russell W. Oshman, Esq. Telephone: 214-220-7903 Email: roshman@velaw.com

Notices shall be deemed properly delivered and received when and if either (i) personally delivered; (ii) one (1) business day after deposit with Federal Express or other overnight courier; or (iii) delivered to the electronic mail address of the addressee, so long as a confirmatory notice is sent by personal delivery or Federal Express or other overnight courier. Notices given by counsel to either party shall be deemed to have been given by such party.

19.BENEFIT.

This Agreement is for the benefit only of the parties hereto and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof.

20.BROKERAGE.

Each party hereto represents and warrants to the other that it has dealt with no brokers or finders in connection with this transaction, except for Jones Lang LaSalle (the “Broker”). The commission due to the Broker shall be paid by Seller pursuant to a separate agreement. Seller and Purchaser each hereby indemnify, protect and defend and hold the other harmless from and against all losses, claims, costs, expenses, damages

(including, but not limited to, attorneys’ fees of counsel selected by the indemnified party) resulting from the claims of any broker, finder, or other such party, other than the Broker, claiming by, through or under the acts or agreements of the indemnifying party. The obligations of the parties pursuant to this Section 20 shall survive any termination of this Agreement.

21.MISCELLANEOUS.

(a)Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Agreement. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

(b)Time of the Essence. Time is of the essence of this Agreement. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” means any state or federal holiday for which financial institutions or post offices are generally closed in the State of Illinois for observance thereof.

(c)Construction. The headings of various Sections in this Agreement are for convenience only, and are not to be utilized in construing the content or meaning of the substantive provisions hereof.

(d)Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This Section 21(d) shall survive Closing or the earlier termination of this Agreement.

(e)Partial Invalidity. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

(f)No Recording. Neither this Agreement nor any memorandum thereof shall be recorded and the act of recording by Purchaser shall be deemed a default by Purchaser hereunder.

(g)Counterpart. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. To facilitate execution of this Agreement, the parties may execute and exchange, by electronic mail transmission, counterparts of the signature pages to this Agreement.

22.ESTOPPEL CERTIFICATE.

It shall be a condition precedent to Purchaser’s obligation to proceed to Closing under this Agreement that, on or prior to the Closing Date, Seller delivers to Purchaser an estoppel certificate from Tenant disclosing no material breaches or defaults under the Anchor Lease and otherwise in the form required under the Anchor Lease (the “Estoppel Certificate”). Seller shall request the Estoppel Certificate from Tenant within five (5) business days following the Contract Date.

23.STATE-SPECIFIC PROVISIONS.

(a)Natural Hazard Disclosure. Seller has commissioned or will commission the preparation of a natural hazard disclosure statement (the “Natural Hazard Disclosure”) including the matters required by Article 1.7 of the California Civil Code (currently Sections 1103 through 1103.14). Purchaser acknowledges that the transactions contemplated by this Agreement are not subject to such Article 1.7, but

that nevertheless the Natural Hazard Disclosure shall serve to satisfy any and all disclosure requirements relating to the matters referenced in the Natural Hazard Disclosure. Seller does not warrant or represent either the accuracy or the completeness of the information in the Natural Hazard Disclosure, and Purchaser shall use the same merely as part of its overall investigation of the Project.

(b)Seller’s Environmental Inquiry. Purchaser acknowledges and agrees that Seller has indicated that the sole inquiry and investigation Seller has conducted in connection with the environmental condition of the Project is to obtain the third party reports in Seller’s possession relating to Hazardous Materials at the Project and that, for all purposes, including without limitation for purposes of California Health and Safety Code Section 25359.7, Seller has acted reasonably in solely relying upon said inquiry and investigation.

(c)Energy Use Disclosures. Purchaser acknowledges and agrees that (i) it has received all disclosures and other documentation or information for the Project required under Section 25402.10 of the California Public Resources Code and its implementing regulations, (ii) Seller has not made and will not make any representations or warranties regarding such disclosures, documentation or information such disclosure information is for the current occupancy and use of the Project, (iii) the energy profile of the Project will vary depending on any future occupancy and/or use of the Project, and (iv) Seller makes no claims, representations or warranties regarding the future energy profile of the Project.

(d)Waivers and Releases. With respect to the waivers and releases set forth in this Agreement relating to unknown and unsuspected claims, Purchaser hereby acknowledges that such waivers and releases are being made after obtaining the advice of counsel and with the full knowledge and understanding that the consequences and effects of such waivers, and that such waivers are made with the full knowledge, understanding and agreement that California Civil Code Section 1542 provides as follows, and that the protections afforded by said Code Section are hereby waived:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

The foregoing waiver shall be deemed to be restated and re-made as of, and shall survive, Closing.

/s/ DC

Purchaser’s Initials

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale on the date first above written.

SELLER:
SEARS OUTLET STORE, L.L.C., a Delaware limited liability company
	By:	/s/ WILL POWELL
	Its:	President

PURCHASER:
LIT-ACQUISITIONS, L.L.C., a Delaware limited liability company
	By:	/s/ DAYTON CONKLIN
	Its:	SVP

SCHEDULE OF EXHIBITS

ALegal Description of the Land

BProperty Documents

CService Contracts

A-1

EXHIBIT A

Legal Description of the Land

Real property in the City of San Leandro, County of Alameda, State of California, described as follows:

LOTS 23 TO 30 INCLUSIVE AND THE NORTHEASTERN 100 FEET OF LOT 22, AS SAID LOTS ARE SHOWN ON THE MAP OF "TRACT 1792, CITY OF SAN LEANDRO, ALAMEDA COUNTY, CALIFORNIA", FILED JUNE 21, 1957, IN BOOK 38 OF MAPS, AT PAGE 31, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY.

EXCEPTING THEREFROM THAT PORTION OF THE LAND GRANTED TO THE CITY OF SAN LEANDRO, A MUNICIPAL CORPORATION, IN THAT CERTAIN CORPORATION QUITCLAIM DEED RECORDED JANUARY 19, 1966 IN BOOK 1688, BOOK 166 OF OFFICIAL RECORDS, AND RERECORDED FEBRUARY 9, 1966 IN BOOK 1703, PAGE 826 OF OFFICIAL RECORDS.

Common Address: 1980 West Avenue 140th in San Leandro, California

Parcel Identification No.: 077B-0853-019

B-1

EXHIBIT B

Property Documents

1.All service contracts and agreements.

2. Operating statements, including capital improvement history, and real estate tax bills for the current year and prior year.

3. Seller’s existing surveys and title insurance policies.

4. As-built drawings.

5. Soil, engineering, physical inspection and environmental reports.

6. Existing lease(s) and all amendments thereto.

C-1

EXHIBIT C

Service Contracts

1.Fire Systems Maintenance: Telgian Corporation (Fire Extinguishers, Emergency Lights, Sprinkler Systems Inspections)

2.Fire and Burglar Alarm Service: Protection 1

EX-99.1

1 Agenda – May 25, 2016 Annual Meeting of Stockholders boxshadowdwn CALL MEETING TO ORDER boxshadowdwnWELCOME AND INTRODUCTIONS boxshadowdwn BUSINESS SESSION Matters to be voted on: xrhombus Election of six nominees to the Board of Directors. xrhombus Approve, on an advisory basis, the compensation of our named Executive Officers. xrhombusRatify the appointment by the Audit Committee of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2016. Consider any other business that may properly come before the Annual Meeting Close polls and announce preliminary voting results Business portion of the Annual Meeting ends boxshadowdwn CEO and CFO COMMENTARY boxshadowdwn STOCKHOLDERS QUESTIONS AND COMMENTS boxshadowdwn ANNUAL MEETING ENDS

2 Annual Meeting of Stockholders May 25, 2016

3 Topics boxshadowdwn 2015 Performance boxshadowdwn SHO Business Strategy boxshadowdwn Q&A

4 2015 Performance ($Millions) 2015 2014 2013 NET SALES 2,288$ 2,356$ 2,422$ Cost of sales and occupancy 1,769 1,803 1,843 Gross margin 519 553 578 Margin rate 22.7% 23.5% 23.9% Selling and administrative 546 547 507 Selling and administrative expense % of sales 23.9% 23.2% 20.9% Impairment of goodwill - 167 - Depreciation 15 10 12 Gain on the sale of assets - (0) (2) Operating income (loss) (42) (171) 61 NET INCOME (LOSS) (27)$ (169)$ 36$ Net income (loss) (27)$ (169)$ 36$ Income tax (benefit) expense (15) (3) 24 Other income (3) (3) (2) Interest expense 3 4 3 Operating income (loss) (42) (171) 61 Depreciation 15 10 12 (Gain) loss on the sale of assets - (0) (2) Severance and executive transition costs 1 - - Impairment of goodwill - 167 - Initial franchise revenues net of provision for losses 25 (4) (26) IT transformation investments 11 - - ADJUSTED EBITDA 9$ 2$ 46$ FISCAL YEAR

5 Earnings Review boxshadowdwn Full Year Performance Highlights: xrhombus Adjusted EBITDA increase xrhombus Higher merchandise gross margin rate xrhombus Expense reductions xrhombus Cash flow generation xrhombus Progress on strategic initiatives boxshadowdwn Operating Performance: xrhombus Hometown posted positive HA comps for the full year 2015 xrhombus Better inventory mix resulted in improved Outlet Q4 comps xrhombus America’s Appliance Experts outperformed non-AAE stores in both comps and gross margin rate xrhombus Closed 137 underperforming stores in 2015 (27 bps gross margin impact), which will improve future profit performance and free up $40 million of net working capital xrhombus Overhead and associated operating expenses were reduced more than $2M in 2015, net of severance expenses associated with the changes. We anticipate additional benefit from these actions in 2016 boxshadowdwn Franchising Activity and IT Transformation Investments: xrhombus Reacquired 58 stores from franchisees in Q4 allowing SHO to improve performance or close (eliminates EBITDA losses and regains inventory investment) xrhombus Additional reserves taken on franchisee notes xrhombus Total of franchise acquisition and note reserves negatively impacted Operating income by $24.9M in Q4 xrhombus Change in accounting for our IT transformation initiatives

6 2015 Sales Performance -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% Hometown Outlet Consolidated P e r c e n t a g e C h a n g e 2015 Comparable Store Sales (All Categories) -16.0% -14.0% -12.0% -10.0% -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% Hometown Outlet Consolidated P e r c e n t a g e C h a n g e 2015 Comparable Store Sales (Major Categories Performance) Home Appliances Lawn and Garden Tools Hometown boxshadowdwn Home appliances were up due to strength in refrigeration partially offset by lower cooking sales boxshadowdwn Lawn & garden unfavorably impacted by unseasonable weather patterns boxshadowdwn Mechanics tool sets, tool storage, and compressors down despite recent aggressive promotional pricing, though the Tool Category delivered positive comp sales in Q4 boxshadowdwn Mattresses (a strategic growth category) increased 7.0% Outlet boxshadowdwn Lower in-stock position of as-is, out-of-box products earlier in the year and a highly promotional environment unfavorably impacted home appliances sales boxshadowdwn Lawn & garden sales were lower due to declines in as-is, out-of-box receipts of lawn & garden tractors boxshadowdwn Tools declined due to non-recurring opportunity buys in 2014 in tools storage and mechanics tool sets boxshadowdwn Furniture ended the year with strong, double-digit growth in the fourth quarter reversing the trajectory of the category from earlier in the year

7 2015 Gross Margin Performance Hometown Hometown’s 2015 gross margin included impacts of a highly promotional environment and store closings The 77 basis points decline in gross margin includes a 72 basis points reduction in Non-Core Operations Items Outlet Outlet margin was unfavorably impacted in 2015 by non-recurring initial franchise revenues in 2014 In 2015, Outlet achieved a higher margin rate on merchandise sales due to an improved inventory mix * Non-Core items include initial franchise revenues, online commissions from Sears Holdings, and stores closed in 2015 Hometown Outlet Consolidated Gross Margin Rate: 2015 22.6% 22.9% 22.7% 2014 23.3% 23.7% 23.5% YOY Change (bps) (77) (83) (79) Impact of Non-Core Items* (bps): 2015 14 15 14 2014 86 227 127

8 FY 2015 Performance Strong Balance Sheet boxshadowdwn Short-term borrowings decreased $15.8 million at the end of fiscal year 2015 compared to fiscal year 2014 boxshadowdwn SHO generated positive free cash flow of $14.1 million in fiscal 2015 boxshadowdwn Improvements in working capital boxshadowdwn Merchandise inventories net decrease of $7.9 million: xrhombus Hardware store closures xrhombus Increase in Outlet head2right Improved “as-is” inventory sourcing in Q3 and Q4 head2right Strategic opportunity buys ($Millions) 2015 2014 Cash and cash equivalents $ 18.2 $ 19.7 Accounts and franchisee receivables, net 11.8 15.5 Merchandise inventories 434.8 442.7 Prepaid expenses and other current assets 22.2 19.4 Total current assets 487.0 497.3 PROPERTY AND EQUIPMENT, net 49.3 50.7 INTANGIBLE ASSETS, net 4.4 - LONG-TERM DEFERRED TAXES 79.1 54.3 OTHER ASSETS, net 14.0 43.4 TOTAL ASSETS $ 633.8 $ 645.7 Short-term borrowings $ 68.3 $ 84.1 Payable to Sears Holdings Corporation 54.1 61.1 Accounts payable 39.8 14.9 Other current liabilities 66.5 61.1 Total current liabilities 228.7 221.2 LONG-TERM LIABILITIES 2.7 2.3 TOTAL LIABILITIES 231.3 223.4 TOTAL STOCKHOLDERS' EQUITY 402.5 422.3 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 633.8 $ 645.7 ($Millions) 2015 2014 Operating Activities 25.5$ 24.4$ Investing Activities (11.4) (12.7) Free Cash Flow 14.1 11.7 Financing (15.6) (15.4) Total Cash Flow (1.5)$ (3.7)$ Cash Provided / (Used) Fiscal Year Fiscal Year

9 SHO BUSINESS STRATEGY

10 SHO Strategic Strengths and Headwinds boxshadowdwn SHO is predominantly a traditional retailer competing against strong multi- channel and direct e-Commerce retailers that are making significant investments in fulfillment capabilities that allow them to reach our large rural footprint without a store presence. Based on vendor feedback we estimate 20% of industry appliance sales have shifted to on-line channels where we do not currently compete in our Hometown segment “Lowes.com and e-commerce grew 23.5% for the quarter and we saw strong growth in traffic as well as conversion to the site so we feel good about the investments that we’ve made over the past year and really beginning to drive increased shop-ability of the site.” “We also continue to believe that blending the physical and digital channels into a seamless customer experience which we call Interconnected Retail provides a unique opportunity for us to expose the power of The Home Depot.… For the quarter, online traffic growth was double digits and our online sales grew 21.5%.” “In addition, we continued to drive significant growth in the online channel with e-commerce revenue increasing nearly 14% to 15.6% of total Domestic revenue.”

11 SHO Strategic Strengths and Headwinds boxshadowdwn Our physical store presence in over 1100 markets is a strength, particularly our rural stores that lack National or Regional competitors in their market boxshadowdwn We have significant scale in our core business of Home Appliances (68% BOS) and Power L&G (17% BOS) 45% Hometown Stores with no National Appliance Competition* 26% Hometown Stores with no National L&G Competition* * No National or Regional Competitors within 10 miles of the SHO location

12 SHO Strategic Strengths and Headwinds boxshadowdwn The margin structure of our core categories has been eroding as competitors have shown a willingness to accept lower margins in these product categories that are not their primary revenue source. boxshadowdwn Increasing on-line price transparency of big ticket products and our utilization of Sears.com as the customers’ on-line price reference point diminishes our ability to use pricing optimization as a margin improvement strategy. Note: Non-Core items include initial franchise revenues, online commissions from Sears Holdings, and stores closed in 2015 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 2013 2014 2015 Hometown Gross Margin Core Non-Core 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 2013 2014 2015 Outlet Gross Margin Core Non-Core

13 SHO Strategic Strengths and Headwinds boxshadowdwn Over 80% of all SHO locations are operated by independent dealer or franchised owned and we value the competitive advantages of our unique owner-operated model. The owner-operated model reduces our operating risk, but also relies heavily on the execution of engaged local entrepreneurs. Their success is largely tied to top-line sales performance and when sales decline their profitability is diminished. boxshadowdwn We have a demonstrated capability to sell big-ticket products and the services that are needed to support these sales (financing, protection agreements, delivery, installation, and assembly). We are invited into customers’ homes over one-million times a year to deliver a purchase.

14 SHO Strategic Strengths and Headwinds boxshadowdwn Sears Holdings is an important partner. We are heavily reliant on Sears Holdings for services and systems, without which we cannot currently operate. boxshadowdwn There are many streams of mutually beneficial revenue between SHO and SHC, such as protection agreements, consumer financial services, distribution/supply chain, product repair services, Kenmore/Craftsman brands, etc. We have opportunities to improve the potential of our relationship.

15 SHO Business Strategy Strategic Initiatives New SHO/SHC Amendments IT Transformation Close Unproductive Stores New Store Growth Real Estate Divestiture America’s Appliance Experts E-Commerce Expansion Commercial Sales New Services Hometown Reinvention Develop a cooperative, mutually beneficial relationship with Sears Holdings while enabling capabilities to increase independence Create financial flexibility through improved cash flow generation Execute initiatives to stabilize and improve the performance of the existing core business Leverage existing customer interactions and organizational strengths to develop new revenue streams focused on high margin services and product categories

16 NEW SHC/SHO AMENDMENTS

17 New SHC/SHO Amendments Primary SHO Benefits boxshadowdwn Extension of services and merchandise agreement pricing through February 1, 2020 boxshadowdwn Rights to operate transactional web-sites (in pre-defined territories) for Hometown Segment formats boxshadowdwn Increased commissions on Protection Agreement sales boxshadowdwn SHC will provide Supply Chain Services for SHO Purchased Products upon implementation of our Business Process Outsourcing project boxshadowdwn Access to additional SHC Outlet As-Is products not previously provided to SHO boxshadowdwn All remaining SHO stores (190) available as customer pick-up locations on Sears.com Please refer to our 8-K filing dated 5/17/16 for details regarding the Amendments that were executed

18 IT TRANSFORMATION

19 IT Transformation boxshadowdwn We are replacing most of our existing Sears Holdings information and technology systems. New systems are modern, best-in-class technology and largely cloud- based. boxshadowdwn We intend to migrate many corporate services provided by Sears Holdings to third party providers, or on a limited-basis, internally to SHO. We plan to continue several mutually advantageous elements of our operating relationship with SHC well beyond the current term of our agreements. boxshadowdwn We expect this change will: xrhombus Enable an omni-channel experience for both Hometown and Outlet xrhombus Provide much greater strategic and operational flexibility xrhombus Reduce our total cost of ownership over the term of the agreement xrhombus Reduce some elements of the risks relating to our relationship with SHC boxshadowdwn Timing (current estimates): xrhombus Test Purchase Orders and Inventory Receipts directly with a key vendor: Complete xrhombus Select corporate functions (HR, some finance): Q4 2016 xrhombus SHO Transactional Websites for Hometown Segment: Q1 2017 xrhombus Store deployment and point-of-sale systems Q2 2017 xrhombus We intend to have the project largely complete by end of Q2 2017 boxshadowdwn We incurred $10.9 million of IT Transformation Expenses in 2015 and expect to incur a similar amount in 2016. The large majority of these investments will be expensed as incurred.

20 CLOSE UNPRODUCTIVE STORES

21 Close Unproductive Stores boxshadowdwnWe closed 137 stores in 2015 xrhombusDealer 95 xrhombusHAS 16 xrhombus AHS 21 xrhombusOutlet 5 boxshadowdwn These closures also enabled us to restructure our field organization and reduce costs boxshadowdwn Cannot “Close” our way to success xrhombusMust fix the core business through our initiatives and generate new revenue streams to strengthen Dealer Hometown Stores xrhombusNo need to close Outlet Stores unless lease renewals make locations unattractive xrhombusWe will take deliberate actions to get HAS and AHS to “Go-Forward Stores” by 2019 Last 12 Month EBITDA: ($7.5M) Inventory Investment: $47.5M

22 Close Unproductive Stores boxshadowdwn The Hardware Stores and Home Appliance Showrooms are unprofitable formats, impacted by a group of stores with unacceptable performance that is unlikely to be remediated xrhombusHigh occupancy costs are the primary issue boxshadowdwn The average cash inventory investment is significant, particularly in Hardware Stores xrhombusHardware Store Avg. Inventory: $832K xrhombusHome Appliance Showrooms Avg. Inventory: $168K boxshadowdwn There are a core group of stores in both formats that are productive and profitable Home Appliance Showrooms Hardware Stores

23 Close Unproductive Stores Home Appliance Showrooms/Hardware Stores boxshadowdwn Close 46 unprofitable or marginally profitable company-operated locations as leases expire boxshadowdwn Seek to close 63 unprofitable locations at end of term by providing incentives to franchisees boxshadowdwn Remaining 37 stores have EBITDA of +$4.4M assuming sales and margin consistent with 2015 results Total EBITDA Impact: -$6.2M Total Inventory Investment: $22.3M Total EBITDA Impact: -$5.6M Total Inventory Investment: $24.4M Total EBITDA -$2.0 -$1.4 -$1.1 -$0.9 -$0.2 Total Inventory $12.2 $2.2 $2.1 $5.0 $3.0 17 6 9 10 4 2016 2017 2018 2019 2020 Total EBITDA -$0.9 -$1.3 -$2.5 -$1.5 $0.0 Total Inventory $4.4 $6.2 $7.5 $4.2 $0.0 10 13 29 11 0 2016 2017 2018 2019 2020

24 NEW STORE GROWTH

25 New Store Growth Outlet boxshadowdwn In the short to intermediate term we do not intend to open additional Outlet Stores xrhombus At 159 stores and 22 Repair & Distribution Centers covering the majority of large metro markets in the US, we have the scale needed for customer recognition and operational efficiency boxshadowdwn We have increased the store base by 37% 2012-2015 (+43 stores). We need to focus on these new stores growing their customer base xrhombus Locations open longer than five years have 13.8% higher average annual sales than stores open less than five years Hometown Dealer boxshadowdwn New Hometown Dealer stores are productive and on average produce positive EBITDA in their first year of operations boxshadowdwn Continue expansion of Dealer Stores focused on closed Sears Full-Line trade areas xrhombus Average year one Dealer Store sales in closed Sears trade areas: $1.5M vs. $0.9M average for other new trade areas and have higher EBITDA 1. Based on average 2013-2015 costs 2. Does not include stores open less than a year 3. Including Store to Home revenue

26 REAL ESTATE DIVESTITURE

27 Real Estate Divestiture SHO owns five real estate properties and is actively managing a process of realizing the highest value of these assets for our stockholders. boxshadowdwn San Leandro, California: xrhombus SHO owns approximately 12.7 acres and a 306,800 square foot building used as a warehouse and store for our Outlet segment • SHO announced this morning that we have entered into a Sale and Purchase Agreement for $27.3 million and we expect the transaction to close within 60 days • SHO will lease back space within the building and continue to operate an Outlet store, relocating the warehouse operations boxshadowdwn Other Properties: xrhombus SHO owns four other smaller properties which are of significantly lesser value than San Leandro. SHO is actively evaluating whether to sell these properties or otherwise manage the asset to achieve the best outcome for our stockholders

28 America’s Appliance Experts

29 America’s Appliance Experts Piloted 1 store in Dekalb, IL Dec-2014 2 Waves rolled out in Q1 2015 (51 HTS stores) 3rd Wave Rolled out in Q2 2015 (55 HTS, 2 HAS, 1 AHS) 4th Wave Rolled out in Q3 2015 (75 HTS stores) Store Design Product Selection Signing & Displays Marketing & Promotions Selling Tools & Technology Training Enhanced Delivery Post Sale Follow Up Redesigned all the customer touchpoints around the appliance purchase in a comprehensive program 2015 Progress AAE Stores vs. Non-AAE 1 HA Comp Sales +165 bps Total Comp Sales +238 bps Adjusted Margin + 90 bps 1) Since Program inception by store launch date

30 America’s Appliance Experts All new stores are being executed as AAE All relocations are converting to AAE SHO has committed to funding 300 stores to be remodeled in 2016 in 4 Waves Mar 2016 78 stores May 2016 75 stores Sept 2016 75 stores Estimated Oct 2016 75 stores Estimated AAE Conversions Timeline Complete We plan to convert 200 additional stores in 2017 in three waves

31 E-COMMERCE EXPANSION

32 SearsOutlet vs. eCommerce Industry US Sales SearsOutlet Industry 1 Outlet.com Growth 1. http://www.statista.com/statistics/187443/quarterly-e-commerce-sales-in-the-the-us/ 1 SearsOutlet.com is a unique website, facing challenges not experienced by most online retailers. boxshadowdwnSearsOutlet.com sells unique, single-quantity items xrhombusUnique item conditions require images for each individual product xrhombusUnique item pricing requires the ability to display multiple prices by location xrhombusOver 70,000 unique home appliances are listed at any given time xrhombusMajority of transactions are fulfilled from retail sales floors $150 $200 $250 $300 $350 $400 $- $10 $20 $30 $40 $50 $60 $70 2011 2012 2013 2014 2015 B i l l i o n s M i l l i o n s Outlet.com Net Merchandise Sales Industry 42% CAGR 14% CAGR

33 SearsOutlet.com: New Platform boxshadowdwn Today’s SearsOutlet.com operates on a java based, in- house platform xrhombus Many point-to-point integrations are required to function xrhombus Not directly integrated into inventory and financial systems xrhombus Requires a team of developers to maintain source code xrhombus Relies on the maintenance of dedicated servers boxshadowdwn The future SearsOutlet.com will run on NetSuite xrhombus One complete commerce platform, with a Q1 2017 launch date. xrhombus Eliminates integrations between separate systems with natively unified ecommerce, POS, inventory and order management, customer service and financials xrhombus Cloud-based approach reduces operational costs, increases efficiencies and eliminates the need to manage hardware and software

34 SearsOutlet.com: ORDC Fulfillment and Marketplace boxshadowdwn In March 2016 SearsOutlet.com launched the capability to fulfill customer orders directly from the 22 Outlet Repair and Distribution Centers (ORDCs) xrhombus All inventory held at the ORDC is represented in the online inventory of all stores in its network xrhombus Online orders for store inventory are routed for ORDC fulfilment if available xrhombus Allows for opportunity buys to be marketed digitally without trapping inventory in stores xrhombus Reduces handling, damage and distribution costs boxshadowdwn Sellers on the two biggest marketplaces, Amazon.com and eBay, accounted for about 27% of North American online retail sales in 2015 1 xrhombus Outlet launched selling on eBay in June 2015, operating under a non- Sears branded banner xrhombus Sales are growing quickly. Sales volume in Q1 2016 was higher than our full-year (8 months operational) 2015 sales xrhombus Plans for expansion into other marketplaces are underway 1 Internet Retailer analysis of data from eBay, Amazon and ChannelAdvisor Corp. https://www.internetretailer.com/2016/04/11/e-retailers-rely-more-heavily-online-marketplaces

35 SearsHometownStores.com boxshadowdwn The #1 activity for online shoppers is price comparison. Control of our online pricing is critical to executing our merchandising strategies 1 boxshadowdwn The number of consumers who purchase online, often after visiting a store, is growing. xrhombusWe do not participate in these sales today. Over 75% of online appliance purchases are delivered directly to the consumer1 boxshadowdwn We have reached an agreement with Sears Holdings to provide eCommerce rights for our Hometown segment boxshadowdwn We have begun development of web sites which will be built on our future NetSuite platform. Target launch date: Q1 2017 1 The Stevenson Company, Online Behavior, 4 Quarters Ending 2016 Q1

36 SearsHometownStores.com boxshadowdwn Our online strategy for the Hometown Segment is different, as we are creating a localized omni-channel experience boxshadowdwn Our licensing agreement with Sears Holdings Corporation reflects this in its restrictions xrhombus Online marketing is restricted to the core trade area of the store, represented by the 75% or 85% of the stores’ sales by zip code xrhombus Online pricing will match store pricing with no “online only” promotions xrhombus Unfavorable economics exist for pure eCommerce sales outside of the defined trade area boxshadowdwn This localized Omni-channel experience will provide: xrhombus Cohesive customer experience with consistent online and offline pricing and promotions xrhombus The ability to improve marketing productivity by leveraging efficient digital channels xrhombus Participation in pure online sales direct to consumers in our trade areas xrhombus Control over our pricing xrhombus We will continue to be a pick up location on Sears.com and recognize those sales

37 COMMERCIAL SALES PROGRAM

38 Commercial Sales - New Revenue Opportunity 38 Search Engine Sales TrainingSales Leads Web PortalConcept JulyLate JuneEarly June Marketing Jan 2016 Training 2.0 boxshadowdwn Prior to 2015, SHO did not have a formal Commercial Sales program designed to fit the needs of business to business customers boxshadowdwn In 2015 we invested in the infrastructure and tools necessary to compete in the Commercial Sales business boxshadowdwn Our Commercial Sales efforts are targeted to grow new revenue streams by actively engaging businesses that have a need to purchase large quantities of merchandise in our core product categories, particularly in rural markets that are under-served by commercial sales competitors Jan-Mar Early May Late May

39 • $6.6M FY-2015 Commercial Sales • $4.8M Q1-2016 Commercial Sales Current State Key Actions and Next Steps to Continued Growth Early Performance Trend $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 $5.0 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 SALES (M) Commercial Sales - New Revenue Opportunity boxshadowdwn Optimize and enhance existing Lead management software to improve close rates and increase revenue boxshadowdwn Work with product manufacturers to develop unique product assortments and refine commercial pricing boxshadowdwn Enhance existing delivery/installation capabilities and optimize pricing strategy to effectively compete for additional post-sale services boxshadowdwn Develop & implement new in-house purchase order and accounts receivable system to accommodate financing terms

40 NEW SERVICES CAPABILITIES

41 New Services Capabilities boxshadowdwnWhy is SHO introducing new service offerings? xrhombus Correlates to SHO’s strength in selling Big Ticket products xrhombusMany markets are underserved and disaggregated, particularly smaller rural markets xrhombus National brand, physical store presence and local ownership provides customers peace of mind xrhombus Leverage existing customer interactions, in-store and in-home xrhombus Deeper relationships with our customers, end-to-end solution provider boxshadowdwn Initial services focus is on product leasing, kitchen cabinet refurbishment and carpet cleaning

42 New Services Capabilities: Kitchen Tune-Up boxshadowdwn SHO has entered into a long-term relationship with Kitchen Tune-up boxshadowdwn Complimentary to our kitchen appliance business boxshadowdwn SHO sells 1.1M kitchen appliance transactions annually boxshadowdwn “Light” Remodeling Service – Previous carpentry experience not required for most jobs boxshadowdwn Kitchen Tune-Up currently active in 25 dealer/franchise-operated locations and 2 company-operated locations Job Type Avg. Gross Sale* Avg. Gross Profit* Tune Ups $1,580 70.9% Refacing $7,336 49.4% Redooring $4,573 51.6% Replacement $10,760 40.3% * kitchen tune-up FDD 3/23/15

43 New Services Capabilities: Oxi Fresh Carpet Cleaning boxshadowdwn Carpet cleaning is another service to enhance to the customer’s home boxshadowdwn Piloting through an arrangement with Oxi Fresh Carpet Cleaning boxshadowdwn Low cost of entry boxshadowdwn Easy to use technology boxshadowdwn Pilots in 4 SHO operated stores launched in April 2016 boxshadowdwn Expanding the pilot with SHO dealers & franchisees in Q2 Metric 2014 Results* Combined Avg. Annual Total Sales $234,449 Avg. Annual Number of Jobs 1,166 Avg. Per Job Price $201 Oxi Fresh Franchise Results *Oxi Fresh FDD 3/31/15

44 HOMETOWN REINVENTION

45 Hometown Reinvention boxshadowdwn Launching Two New Concepts: boxshadowdwn Keys to Both Concepts xrhombus Worked with a respected retail consulting firm to do comprehensive research on our customers needs, industry trends and their perceptions of our business and our competitors xrhombus Concepts developed using facts based on the outcome of the research xrhombus Built on our strengths of big ticket sales, customer service reputation, local ownership and rural market presence xrhombus Product assortment built on higher-margin offerings xrhombus New services introductions create end-to-end solutions for customers and create additional high margin revenue sources The Comforts of Home The Core Store Redesign

46 Store focused on high margin furniture and mattress business to complement the core home appliance business, transforming to a Home Store Comforts of Home Hometown Reinvention

47 Hometown Reinvention Approximately 30% of our customers surveyed say they will purchase furniture in the next year Comforts of Home

48 Hometown Reinvention Furniture is a big ticket purchase which has the same needs as an appliance purchase in terms of consultative selling, financing / leasing, protection agreements and delivery Comforts of Home

49 Hometown Reinvention Furniture provided by arrangement with Ashley Furniture, the #1 retailer of furniture in the U.S Comforts of Home

50 Hometown Reinvention Retaining our leadership position in home appliances, building on the America’s Appliance Experts Program Comforts of Home

51 Hometown Reinvention De-emphasizing tools, lawn & garden and other ancillary categories, but still fulfilling customers needs through multi- channel (Web-to-Store and Store-to-Home) sales Comforts of Home

52 Hometown Reinvention Big focus on high margin services, starting with Kitchen Tune-Up and Oxi-Fresh Carpet Cleaning Comforts of Home Pilot Store: Pekin, IL store soft opened in April 2016 We plan to expand the pilot to 2-3 additional stores by fiscal year-end 2016

53 Hometown Reinvention Go BIG with our core categories of appliances, lawn & garden and tools, expanding assortments beyond Kenmore and Craftsman to other leading national brands Core Store Redesign

54 Hometown Reinvention More authority in tools and lawn & garden. Relevancy to consumer increases based on assortment, expanded brands and new services Core Store Redesign

55 Hometown Reinvention Significant expansion in high margin accessories, parts and add on products to complete the sale Core Store Redesign

56 Hometown Reinvention Retaining our leadership position in Appliances implementing concepts from America’s Appliance Experts Core Store Redesign

57 Hometown Reinvention New Services will be integral to the concept, starting with Kitchen Tune-Up and Oxi-Fresh Carpet Cleaning Core Store Redesign

58 Hometown Reinvention Test store planned in Swanzey, NH with an early Q3 2016 Soft Open Core Store Redesign

59 Summary boxshadowdwn Through our recent actions and planned actions we are creating financial flexibility that strengthens the ability to pursue our long-term strategy boxshadowdwn SHO is taking action to transform the business to effectively compete in a rapidly changing retail environment boxshadowdwn Recent Agreement Amendments with SHC provide new opportunities for SHO boxshadowdwn Our IT Transformation project allows us to choose our level of services dependence from SHC once completed

60 QUESTION & COMMENT SESSION

61 Cautionary Statement This presentation includes forward-looking statements. Statements preceded or followed by, or that otherwise include, the words “believes,” “expects,” “anticipates,” “intends,” “project,” “estimates,” “plans,” “forecast,” “is likely to,” and similar expressions or future or conditional verbs such as “will,” “may,” “would,” “should,” and “could” are generally forward-looking in nature and not historical facts. The forward-looking statements are subject to significant risks and uncertainties that may cause our actual results, performance, timing, and achievements in the future to be materially different from the future results, future performance, future timing, and future achievements expressed or implied by the forward-looking statements. The forward-looking statements include, without limitation, information concerning our future financial performance, business strategy, plans, goals, beliefs, expectations, and objectives. The forward-looking statements are based upon the current beliefs and expectations of our management. The following factors, among others, could cause our actual results, performance, and achievements to differ materially from those expressed in the forward-looking statements, and one or more of the differences could have a material adverse effect on our ability to operate our business and could have a material adverse effect on our results of operations, financial condition, liquidity, and cash flows: the possible material adverse effects on us if Sears Holdings’ financial condition were to significantly deteriorate, including if as a consequence Sears Holdings were to choose to seek the protection of the U.S. bankruptcy laws; our ability to offer merchandise and services that our customers want, including those branded with the Kenmore, Craftsman, and Diehard marks (the “KCD Marks”); (continued on next slide)

62 Cautionary Statement the Amended and Restated Merchandising Agreement between Sears Holdings and us provides that (1) if a third party that is not an affiliate of Sears Holdings acquires the rights to one or more (but less than all) of the KCD Marks Sears Holdings may terminate our rights to buy merchandise branded with any of the acquired KCD Marks and (2) if a third party that is not an affiliate of Sears Holdings acquires the rights to all of the KCD Marks Sears Holdings may terminate the Merchandising Agreement in its entirety, over which events we have no control; the sale by Sears Holdings and its subsidiaries to other retailers that compete with us of major home appliances and other products branded with one of the KCD Marks; the willingness and ability of Sears Holdings to fulfill its contractual obligations to us; our ability to successfully manage our inventory levels and implement initiatives to improve inventory management and other capabilities; competitive conditions in the retail industry; worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, changes in consumer confidence, tastes, preferences and spending, and changes in vendor relationships; the fact that our past performance generally, as reflected on our historical financial statements, may not be indicative of our future performance as a result of, among other things, the consolidation of Hometown and Outlet into a single business entity, the Separation, and operating as a standalone business entity; the impact of increased costs due to a decrease in our purchasing power following our separation from Sears Holdings in October 2012 (the “Separation”), and other losses of benefits (such as a more effective and productive business relationship with Sears Holdings) that were associated with having been wholly owned by Sears Holdings and its subsidiaries prior to the Separation; our continuing reliance on Sears Holdings for most products and services that are important to the successful operation of our business, and our potential need to rely on Sears Holdings for some products and services beyond the expiration, or earlier termination by Sears Holdings, of our agreements with Sears Holdings; (continued on next slide)

63 Cautionary Statement the willingness of Sears Holdings’ appliance, lawn and garden, tools, and other vendors to continue to supply to Sears Holdings, on terms (including vendor payment terms for Sears Holdings’ merchandise purchases) that are acceptable to it and to us, merchandise that we would need to purchase from Sears Holdings to ensure continuity of merchandise supplies for our businesses; the willingness of Sears Holdings’ appliance, lawn and garden, tools, and other vendors to continue to pay to Sears Holdings merchandise-related subsidies and allowances and cash discounts (some of which Sears Holdings is obligated to pay to us); our ability to obtain the resolution, on commercially reasonable terms, of existing disputes and, when they arise, future disputes with Sears Holdings regarding many of the material terms and conditions of our agreements with Sears Holdings; our ability to establish information, merchandising, logistics, and other systems separate from Sears Holdings that would be necessary to ensure continuity of merchandise supplies for our businesses if vendors were to reduce, or cease, their merchandise sales to Sears Holdings or if Sears Holdings were to reduce, or cease, its merchandise sales to us; if Sears Holdings’ sales of major appliances and lawn and garden merchandise to its retail customers decline Sears Holdings’ sales to us of outlet-value merchandise could decline; our ability to establish a more effective and productive business relationship with Sears Holdings, particularly in light of the existence of pending, and the likelihood of future, disputes with respect to the terms and conditions of our agreements with Sears Holdings; most of our agreements related to the Separation and our continuing relationship with Sears Holdings were negotiated while we were a subsidiary of Sears Holdings, and we may have received different terms from unaffiliated third parties (including with respect to merchandise-vendor and service-provider indemnification and defense for negligence claims and claims arising out of failure to comply with contractual obligations); (continued on next slide)

64 Cautionary Statement our reliance on Sears Holdings to provide computer systems to process transactions with our customers (including the point-of-sale system for the stores we operate and the stores that our dealers and franchisees operate, which point-of-sale system captures, among other things, credit- card information supplied by our customers) and others, quantify our results of operations, and manage our business (“SHO’s SHC-Supplied Systems”); SHO’s SHC-Supplied Systems could be subject to disruptions and data/security breaches (Kmart, owned by Sears Holdings, announced in October 2014 that its payment-data systems had been breached), and Sears Holdings could be unwilling or unable to indemnify and defend us against third-party claims and other losses resulting from such disruptions and data/security breaches, which could have one or more material adverse effects on SHO; limitations and restrictions in the Senior ABL Facility and related agreements governing our indebtedness and our ability to service our indebtedness; our ability to obtain additional financing on acceptable terms; our dependence on the ability and willingness of our independent dealers and franchisees to operate their stores profitably and in a manner consistent with our concepts and standards; our ability to sell profitably online all of our merchandise and services; our dependence on sources outside the U.S. for significant amounts of our merchandise inventories; fixed-asset impairment for long-lived assets; our ability to attract, motivate, and retain key executives and other employees; our ability to maintain effective internal controls as a publicly held company; our ability to realize the benefits that we expect to achieve from the Separation; litigation and regulatory trends challenging various aspects of the franchisor- franchisee relationship in the fast-food industry could expand to challenge or adversely affect our relationships with our independent dealers and franchisees; low trading volume of our common stock due to limited liquidity or a lack of analyst coverage; and the impact on our common stock and our overall performance as a result of our principal stockholders’ ability to exert control over us. (continued on next slide)

65 Cautionary Statement The foregoing factors should not be understood as exhaustive and should be read in conjunction with the other cautionary statements, including the “Risk Factors,” that are included in our Annual Report on Form 10-K for our fiscal year ended January 30, 2016 and in our other filings with the Securities and Exchange Commission and our other public announcements. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this presentation are made only as of the date of this presentation. We undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances, or otherwise, except as required by law.