Exhibit 10.1

ACQUIRED IP LICENSE AGREEMENT

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

WHEREAS, STANLEY and SEARS have entered into that certain Purchase and Sale Agreement dated as of January 5, 2017 (the “ Purchase and Sale Agreement ”), whereby STANLEY agreed to acquire certain assets from SEARS, as set forth in the Purchase and Sale Agreement, including the “Craftsman” brand;

WHEREAS, STANLEY desires to allow SEARS to continue to sell “Craftsman” branded products through certain channels;

WHEREAS, the Parties desire to enter into this Agreement under which STANLEY has agreed to license to SEARS the Licensed IP, subject to the terms and conditions of this Agreement;

WHEREAS, STANLEY owns the rights in and to the Licensed IP;

WHEREAS, SEARS desires to obtain from STANLEY the right to use the Licensed IP, subject to the terms and conditions of this Agreement; and

WHEREAS, pursuant to the Purchase and Sale Agreement, the Parties have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

Any capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Purchase and Sale Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ Advertising Materials ” means print, television, radio, electronic (including internet), social media and any other advertising and promotional materials for one or more of the Craftsman branded Licensed Products.

“ Agreement ” has the meaning given in the Recitals.

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“ Brand Guidelines ” means SEARS’ trademark use and branding guidelines for Craftsman branded products as they exist as of immediately prior to the Effective Date, including as set forth in Schedule B (as may be amended from time to time pursuant to Article 5).

“ Channels of Retail Trade ” means solely the following: (i) within the Retail Territory (A) standalone retail stores having a combined average store size of five thousand (5,000) square feet or higher and operated under a “Sears” or “Kmart” brand, or a derivative thereof, (B) SHO Entity standalone retail stores or (C) the SHS Channel; and/or (ii) any Ecommerce Channel. Excluded Retail Channels shall be excluded from the Channels of Retail Trade.

“ Contract Year ” means (a) if the Closing occurs on or prior to June 30, 2017, the period from the Effective Date until December 31, 2017 and each calendar year thereafter; and (b) if the Closing occurs after June 30, 2017, the period from the Effective Date until December 31, 2018 and each calendar year thereafter.

“ Control ” has the meaning given to “control” in the definition of “Affiliates” in the Purchase and Sale Agreement.

“ Ecommerce Channel ” means any ecommerce website, mobile app or any other online retail channel, including any new or successor to ecommerce technology, in each case wholly owned and operated from time to time by SEARS or its Affiliates (including sears.com, shopyourway.com, partsdirect.com, kmart.com and searshomeservices.com), or by a SHO Entity (including searshometown.com and searsoutlet.com); provided , that: (i) the branding of any such channel (including its domain name and including any successor to domain names serving a similar purpose) may not have “Craftsman” in its name; (ii) following a Specified Change of Control of the Person owning and operating such channel, such channel shall only be branded with names (and derivatives thereof) used by such channel prior the transaction or series of related transactions resulting in the Specified Change of Control unless STANLEY otherwise consents in writing; (iii) such channel shall not have been established and shall not be operated exclusively or primarily for the purposes of selling tools (for which purposes “primarily” shall mean that a majority of products sold through such channel are tools), (iv) such channel shall not contain hyperlinks (or any successor technology serving a similar purpose) to a channel of a Party other than SEARS (and its Affiliates) or a SHO Entity (provided that any technology not widely adopted as of the date of the Purchase and Sale Agreement (1) pursuant to which a user specifically directs a change in site, and (2) does not suggest to the user to change to a specific site, shall not be deemed a hyperlink); and (v) unless STANLEY otherwise consents in writing, such channel shall not be owned and operated by an Excluded Entity; and, provided , further, that in the event (and with immediate effect from the date) of a Specified Change of Control of SEARS or SHO, no further such channels may be established by the Specified Acquirer or its Affiliates. For avoidance of doubt, the only parties who are entitled to exercise rights under this Agreement (as distinct from any license granted to a Former SEARS Entity pursuant to Section 2(l)) are SEARS, SHO Entities, their Affiliates (but only so long as they remain an Affiliate) and sublicensees.

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“ Effective Date ” has the meaning given in the Recitals.

“ Excepted Excluded Entity ” means an Affiliate of either SEARS or Sears Hometown and Outlet Stores, Inc. that is publicly traded; provided , that no Specified Acquirer (x) owns more than 15% of the voting stock thereof, (y) has a representative on the board of directors or similar governing body or management of such Affiliate or (z) otherwise Controls such Affiliate.

“ Excluded Entity ” means an Affiliate or other joint venture of either SEARS or Sears Hometown and Outlets Stores, Inc. in which a Specified Acquirer owns any equity ownership interest or exercises or shares, or has the right to exercise or share, any operational control of an Ecommerce Channel, other than an Excepted Excluded Entity.

“ Excluded Retail Channels ” means any channels not listed in Channels of Retail Trade, including channels that are not owned or operated by SEARS or its Affiliates, or by a SHO Entity, and including any of the following (other than in the case of clause (a)) not owned or operated by SEARS or its Affiliates or by a SHO Entity: (a) stores within stores other than SEARS or SEARS Affiliate or SHO stores within SEARS or SEARS Affiliate or SHO stores (such that a Sears Homecenter within an Ace Hardware store will be an Excluded Retail Channel, but a “Sears Hardware” store within a SEARS store will not be an Excluded Retail Channel); (b) home improvement centers (such as Home Depot and Lowes), mass merchants (such as Walmart and Target); (c) shoppers clubs (such as Costco, Sam’s, BJ’s); (d) retailers (such as Ace Hardware and Orchard Supply Hardware); (e) industrial channels (such as Grainger); (f) 2-step channels (such as True Value, Do It Best); (g) discount channels (such as Dollar General, Big Lots, Steinmart), (h) online merchants (such as Amazon.com, Jet.com or eBay) and (i) any other resellers.

“ Former SEARS Entity ” means (i) any former Affiliate of SEARS, or (ii) any corporation, limited liability company or other legal Person (organized in the United States) which operates a material business formerly owned and operated by SEARS, in each case which, prior to ceasing to be an Affiliate of SEARS, was engaged in a line of business which involved the use of the Craftsman branded Licensed IP pursuant to this Agreement.

“ Hand Tools ” means tool sets, mechanics and auto tools, wrenches, ratchets and sockets, screwdrivers, pliers, specialty tools, nut drivers and hex keys, cutting and finishing tools, hammers and striking tools, marking and measuring tools, vises, clamps and stands, tool carriers and holders, open stock hand tools, and any items similarly situated to the foregoing, and any derivatives, combinations or extensions of the foregoing.

“ Lawn and Garden Equipment ” means lawn mowers and tractors, yard power equipment, lawn and garden care equipment, snow equipment, grills and outdoor living equipment, outdoor living equipment, and any items similarly situated to the foregoing, and any derivatives, combinations or extensions of the foregoing.

“ Licensed IP ” means all and any Acquired Business Intellectual Property.

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“ Licensed Marks ” means the names, symbols, logos, slogans, trademarks and design elements identified in Schedule A .

“ Licensed Products ” means all and any Hand Tools, Power Tools, Lawn and Garden Equipment, Storage and Garage Products and Other Products, in each case manufactured or sold using (in whole or in part) the Licensed IP, and any New Products. For avoidance of doubt, every product set forth in Attachment J (Warranty Products: Lifetime and Legacy Lifetime) to the Seller Disclosure Letter shall be a Licensed Product.

“ Losses ” means claims, demands, suits, actions, judgments, judicial orders, obligations, damages, assessments, penalties, liabilities, expenses, losses and costs (including reasonable attorneys’ fees) of any kind or nature.

“ Net Sales ” means net sales, as calculated in accordance with GAAP, composed of gross sales less sales returns and allowances and is net of sales taxes.

“ New Product ” has the meaning given in Section 2(j).

“ Objection Notice ” has the meaning given in Section 10(b).

“ Other Licensed IP ” means any of the Licensed IP other than the Licensed Marks.

“ Other Products ” means clothing, boots, flashlights, work stool, wrench thermometer, pint glasses, coasters and bottle openers and any items similarly situated to the foregoing.

“ Packaging Materials ” means cartons, labels, hangtags, packaging inserts, containers, packing and wrapping materials for one or more Craftsman branded Licensed Products.

“ Permitted Sublicensees ” means (a) any supplier (solely for the purpose of manufacturing Licensed Products for sale by Sears and its Affiliates or STANLEY, an “ OEM Permitted Sublicensee ”) or distributor (acting as such) of the Retained Business from time to time, (b) SHO Entities, (c) Sears Canada Inc. and its Affiliates and (d) Sears, Roebuck de Mexico, S.A. DE C.V. and its Affiliates.

“ Power Tools ” means corded and cordless handheld power tools, bench power tools, saw blades, batteries and chargers, power tool accessories, air tools and compressors, wet dry vacs, miter saws, riveters, rivets, and any items similarly situated to the foregoing, and any derivatives, combinations or extensions of the foregoing.

“ Purchase and Sale Agreement ” has the meaning given in the Recitals.

“ Quality Standards ” means quality standards and product requirements equivalent to those applicable to products manufactured by the Business immediately prior to the Effective Date, including as set forth in the applicable portions of the Sears Holdings Global Sourcing Ltd. Quality Assurance Manuals entitled “Hardlines Quality Assurance Manual for Direct Import Vendors”, “Hardlines Quality Assurance Manual for Domestic Import and Domestic Vendors”, and the Sears Holdings Global Sourcing “Test Protocol for Gasoline-Engine-Powered Snow Throwers” (as may be amended from time to time pursuant to Article 6).

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“ Retail Sales ” means the retail distribution or sale of Licensed Products to consumers other than through Ecommerce Channels.

“ Retail Territory ” means the United States, its possessions and territories, including Puerto Rico, Canada, Mexico and, solely in the case of SHO, Bermuda.

“ Retained Business ” means the business of SEARS and its Affiliates of selling products and services excluding the Acquired Business.

“ Royalty Payment ” has the meaning given in Section 4(a).

“ Royalty Statement ” has the meaning given in Section 4(c).

“ Royalty Statement Review Period ” has the meaning given in Section 10(a).

“ SEARS Indemnified Parties ” has the meaning given in Section 14(b).

“ Selling Formats ” means solely Retail Sales, Ecommerce Channels and the SHS Channel. All other selling methods including kiosks outside of stand alone stores, mobile sales (i.e., sales from trucks) other than through the SHS Channel, and redirects (as customarily understood as of the date of the Purchase and Sale Agreement and any successor technology serving a similar purpose) from websites that are not Ecommerce Channels are excluded from Selling Formats.

“ SHO ” means Sears Hometown and Outlet Stores, Inc., its Affiliates.

“ SHO Entity ” means SHO and SHO’s licensees and franchisees, in each case operating under a “Sears Hometown,” “Sears Outlet,” “Sears Appliance & Hardware,” “Sears Authorized Hometown,” or “Sears Hardware” brand or a derivative thereof.

“ SHS Channel ” means the “Sears Home Services” channel, including mobile sales (i.e., sales from trucks) and distribution formats operated under the “Sears”, “Home Services,” “Parts Direct” or “A&E” brands, or a derivative thereof, in each case solely as part of a business substantially all of which is comprised of a service (including the sale of extended warranties) or repair business that does not sell any Licensed Products other than parts that are for service or repair.

“ Specified Acquirer ” means any one of STANLEY’s top five competitors or top five customers, as reasonably determined by STANLEY and notified to SEARS on or prior to November 1 in each Contract Year in accordance with Section 2(i).

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“ Specified Change of Control ” means, with respect to a Person,, a change of Control of such Person in circumstances where the person obtaining Control thereof is a Specified Acquirer.

“ STANLEY Indemnified Parties ” has the meaning given in Section 14(a).

“ STANLEY Products ” has the meaning given in Section 14(b)(iii).

“ Storage and Garage Products ” means tool storage, garage and work area, garage organization and shelving, sheds, outdoor storage products, and any items similarly situated to the foregoing, and any derivatives, combinations or extensions of the foregoing.

“ Territory ” means, with respect to Retail Sales, the Retail Territory, and with respect to Ecommerce Channels, the entire world.

“ USBC ” has the meaning given in Section 2(f).

(a)    Subject to the terms and conditions set forth in this Agreement, STANLEY hereby grants, and shall cause each Purchaser Designee to grant, to SEARS and each of its Affiliates, a worldwide (except with respect to Retail Sales as provided in this Section 2(a)), royalty-free (until the sixteenth (16 ^th ) Contract Year as provided in Article 4), non-transferable and non-assignable (except as provided in Article 18), non-sublicenseable (except as provided in Section 2(d)), non-exclusive (except as provided in Section 2(h)), perpetual (except as provided in Article 15) and irrevocable (except as provided in Article 15) license of the Licensed IP, to make, have made, use, market, sell, offer to sell, import, export, distribute and otherwise dispose of Licensed Products, in each case solely for the purpose of enabling (i) SEARS and its Affiliates to carry on the Retained Business and (ii) SHO Entities to carry on their businesses; provided , however , that, such license, with respect to sales, shall be limited to sales conducted solely through any of the Channels of Retail Trade and solely via Selling Formats; provided , further , that, with the prior written consent of STANLEY, the license may be extended to specified Retail Sales channels beyond the Channels of Retail Trade and/or additional Selling Formats. Subject to the foregoing, such license includes the ability, solely within the applicable Territory, to: (x) use and display the Licensed Marks in connection with the Retained Business, for the purpose of and in connection with the advertising, marketing, promotion, distribution and sale of the Licensed Products; (y) copy, use, distribute, perform and display the Advertising Materials and Packaging Materials in connection with the Retained Business, in each case for the purpose of and in connection with the advertising, marketing, promotion, distribution and sale of the Licensed Products; and (z) sell, market, promote, distribute and advertise the Licensed Products. For the avoidance of doubt, SEARS shall have no right or license to sell Licensed Products to Excluded Retail Channels.

(b)    Subject to Section 2(h), nothing in this Agreement shall in any way limit or restrict STANLEY’s right, either itself or through third-parties, to use, advertise, promote, license, or otherwise exploit the Licensed IP in any manner whatsoever.

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(c)    All rights, licenses, immunities and privileges not expressly granted to SEARS and its Affiliates by STANLEY hereunder shall remain solely and exclusively with STANLEY. Nothing in this Agreement shall be deemed in any way to constitute an assignment by STANLEY to SEARS of any of the Licensed IP. Notwithstanding the foregoing, any improvements, derivations or modifications of any of the Other Licensed IP developed by or on behalf of SEARS after the Effective Date shall be solely and exclusively the property of SEARS.

(d)     Right to Sublicense .

i.    SEARS and its Affiliates shall be permitted to grant sublicenses of the rights granted to it in Section 2(a) to any Permitted Sublicensee, but only if and to the extent necessary to enable (A) SEARS and its Affiliates to carry on the Retained Business or (B) SHO to carry on its business pursuant to an agreement contemplated by Section 5.18 of the Purchase and Sale Agreement. From and after the time that SHO enters into such agreement, except as provided in Section 15(c), SEARS shall have no obligation to STANLEY with respect to non-performance by SHO Entities under or pursuant to this Agreement.

ii.    In any sublicense under Section 2(d)i(A) SEARS shall be responsible to STANLEY for its sublicensees’ compliance with all applicable terms of this Agreement.

iii.    In the event that STANLEY terminates a sublicense to SHO pursuant to the agreement contemplated by Section 2(d)i(B), SEARS shall have no right to grant any further sublicenses to SHO.

(e)     License Runs With Title . All licenses and other rights contained herein shall burden and run with title to the Licensed IP and shall be binding on any successors-in-interest or permitted assigns thereof or any other Person that obtains any interest in any of the Licensed IP. STANLEY shall not assign, sell or otherwise transfer or grant any ownership right under any of the Licensed IP to any other Person unless such assignee or transferee first agrees in writing to observe all rights, licenses and other obligations of STANLEY in this Agreement, and to be bound by all of the applicable terms and conditions of this Agreement.

(f)     Licenses of Intellectual Property . The Parties acknowledge and agree that if a case under the US Bankruptcy Code (“ USBC ”) is filed by or against STANLEY or its Affiliates, then SEARS may exercise all rights hereunder, including any rights beyond those provided by Section 365(n) of the USBC with respect to this Agreement, including the right to retain each and every right to use the Licensed Marks, which may not be included within the statutory definition of “intellectual property,” under the licenses granted herein. The rights and licenses granted to SEARS and its Affiliates pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the USBC, 11 U.S.C. Section 101 et seq. , licenses of rights to “intellectual property” as defined under Section 101(35A) of the USBC.

(g)     STANLEY’s Rights . All rights, licenses, immunities and privileges with respect to the Licensed IP not expressly granted to SEARS by STANLEY hereunder shall remain solely and exclusively with STANLEY. Upon a termination of this Agreement, all rights

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conveyed by STANLEY to SEARS with respect to the use of the Licensed Marks shall cease, and all such rights shall revert to STANLEY, in accordance with this Agreement. Except as otherwise set forth herein, upon termination of this Agreement, SEARS shall immediately discontinue all use of the Licensed Marks.

(h)     SHO Exclusivity.

i.    Subject to this Section 2(h), and notwithstanding the termination by STANLEY of any sublicense contemplated by Section 2(d)i(B) in any circumstance in which such sublicense may be terminated, the license granted by STANLEY to SEARS pursuant to this Agreement shall be exclusive with respect to any sales, licensing or distribution of Craftsman branded Licensed Products to SHO in the Channels of Retail Trade. STANLEY hereby agrees that it (and its successors and assigns) shall not grant to any other Person, and shall ensure that no other Person obtains, any title, license, interest or other right in or to any Licensed IP for the purpose (in whole or in part) of selling, licensing or distributing Craftsman branded Licensed Products to SHO in the Channels of Retail Trade.

ii.    The rights of exclusivity with respect to SHO granted by STANLEY to SEARS under Section 2(h)i shall not apply to the Excluded Retail Channels or selling formats that are not Selling Formats.

(i)     Specified Acquirer . On or prior to November 1 in any Contract Year, STANLEY shall provide SEARS with a list of its top five customers and top five competitors (based on such criteria as STANLEY shall determine, acting reasonably), which Persons shall compose the Specified Acquirers for the following Contract Year. If STANLEY fails to deliver such list by such date, then: (i) if no list has been provided previously, there shall be no Specified Acquirers and (ii) if a list was provided for the (or a) prior Contract Year, that list shall be deemed to apply by reference to the following Contract Year also.

(j)     New Product Categories . If STANLEY markets, sells, distributes, licenses or otherwise commercializes any product branded or otherwise using a Licensed Mark but which does not fall within any of the Hand Tools, Power Tools, Lawn and Garden Equipment, Storage and Garage Products or Other Products categories (such product a “ New Product ”), STANLEY shall give SEARS three (3) months’ written notice prior to sale of such New Product (or granting any other Person a right to sell such New Product), including example artwork, brand guidelines and quality standards of the New Product. From and after such notice, such New Product shall be a “Licensed Product” for all purposes hereunder. The utilization by SEARS of any New Product shall be subject to the terms of this Agreement, including the Quality Standards.

(k)     SEARS ’ Rights . STANLEY acknowledges that SEARS and its Affiliates have the right to innovate, design, market, sell, distribute, license or otherwise commercialize Licensed Products, including Licensed Products that do not exist as of the Effective Date (in each case in accordance with this Agreement); provided that such rights with respect to the Licensed Marks shall not survive the termination or expiration of this Agreement.

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(l)     Former SEARS Entities. SEARS may require STANLEY, on thirty (30) days’ prior written notice, to grant a license with respect to Licensed IP to any Former SEARS Entity. Such license shall grant rights to such Former SEARS Entity on substantially the same terms as those granted to SEARS as set forth in this Agreement; provided , that (i) the number of such Former SEARS Entities to which SEARS may require STANLEY to grant such licenses are assigned shall be no more than ten (10); (ii) STANLEY shall not be required to grant any such license to a Former SEARS Entity that is a Specified Acquirer or an Affiliate of a Specified Acquirer; (iii) any license so granted shall be deemed automatically to terminate on a Specified Change of Control of the relevant Former SEARS Entity; and (iv) any license so granted to a Former SEARS Entity shall not be assignable by such Former SEARS Entity; provided , however , that SEARS may require STANLEY to grant a license with respect to Licensed IP to a Former SEARS Entity which operates the SHS Channel without the restrictions in the foregoing clauses (ii) or (iii) applying with respect to such license, so long as such license is restricted to the SHS Channel and Ecommerce Channels solely in support of the business of the SHS Channel. The Parties agree to enter into such Contracts and take such further actions as may reasonably be required in order to give effect to this Section 2(l).

SEARS shall maintain, at its own expense, customer support facilities (including a toll-free customer support number) with respect to the Retained Business (including in connection with retail sales of Licensed Products to consumers) on substantially the same basis as the customer support facilities of other business operations of SEARS and its Affiliates.

(a)     Rate . Prior to the end of the fifteenth (15 ^th ) Contract Year (ending on December 31, 2031), the license granted under this Agreement shall be royalty-free. For each Contract Year following the end of the 15 ^th Contract Year, SEARS shall pay STANLEY a Three Per Cent (3.0%) royalty on all Net Sales of Licensed Products using the Licensed Marks (such payments, “ Royalty Payments ”), which shall be calculated in accordance with this Article 4.

(b)     Calculation . Royalty Payments shall be calculated on a quarterly basis.

(c)     Payment . From and after the end of the 15 ^th Contract Year, not later than thirty (30) days following the end of the preceding full calendar quarter, i.e., Royalty Payments are due on the 30 ^th of January, April, July and October, SEARS shall pay to STANLEY, by wire transfer of immediately available funds to the Purchaser Account (or such other account as STANLEY may designate, in writing, prior to the end of the Contract Year to which the payment relates), an aggregate amount equal to the Royalty Payment for each such quarter

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and, without regard to whether any Royalty Payment is payable, deliver to STANLEY a written statement setting forth in reasonable detail (such that STANLEY is able to verify the underlying data, including all components of the relevant calculations as set forth in this Agreement) its calculation of the amount of the relevant Royalty Payment for the relevant quarter (a “ Royalty Statement ”).

(d)    All Royalty Payments made under Article 4 shall be made in U.S. Dollars. Any Royalty Payment that remains unpaid thirty (30) days after the due date shall bear interest from the due date until received by STANLEY at the rate of LIBOR plus five percent(5.0%) per year.

(e)    SEARS’ obligations for all payments due from SEARS hereunder, if and to the extent such obligations remain outstanding at the time of termination of this Agreement, shall survive such termination.

(a)    All Licensed Products using the Licensed Marks must accord with the Brand Guidelines (unless otherwise agreed to in writing by STANLEY), including with respect to the inclusion of trademark legends, where applicable; provided , that Licensed Products which accord with either (i) the equivalent standards and guidelines used by SEARS in connection with the operation of the Business immediately prior to the Effective Date; or (ii) the brand guidelines used by STANLEY to sell similar products at the applicable time of sale, shall (in each case) be deemed to comply with this provision.

(b)    STANLEY and SEARS may agree, in writing, to amend the Brand Guidelines from time to time. Each Party shall act reasonably with respect to, and shall discuss in good faith, any amendments to the Brand Guidelines proposed by the other Party. Either Party may, on ninety (90) days’ written notice to the other Party, amend the Brand Guidelines from time to time without the other Party’s prior agreement, if such amendment is reasonably required in order to comply with any changes in applicable federal, state and local laws (including if required to protect the interests of STANLEY in the Licensed Marks); provided , however , SEARS shall not be required in any case to implement such revisions with respect to any Licensed Products already in production or any Licensed Products subject to a pre-existing Contract for production.

(c)    STANLEY may amend the brand guidelines in place from time to time for use with its own products or services at any time and for any reason without notifying SEARS in advance; provided , however , that STANLEY shall provide a copy of such amended brand guidelines to SEARS within thirty (30) days after their adoption.

(a)    SEARS represents and warrants that the Licensed Products at all times shall be sold, distributed and promoted in accordance with the Quality Standards. STANLEY and SEARS may agree, in writing, to implement changes to the Quality Standards (for purposes of this Agreement) from time to time. Each Party shall act reasonably with respect to, and shall discuss in good faith, any amendments to the Quality Standards proposed by the other

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Party. Either Party may, on sixty (60) days’ written notice to the other Party, amend the Quality Standards from time to time without the other Party’s prior agreement, if such amendment is reasonably required in order to comply with any changes in applicable federal, state and local laws. SEARS may amend the Quality Standards from time to time on sixty (60) days’ written notice to STANLEY if, in its reasonable discretion based on a good faith determination, the amended standards will improve the competitiveness of the applicable products (including where such amendment is to comply with equivalent standards implemented by STANLEY for like products), provided such amended standards are at least as high as the Quality Standards as of the Effective Date or any lesser standards in effect at STANLEY with respect to a similar product manufactured or sold by STANLEY under a Licensed Mark.

(b)    SEARS further represents and warrants that the quality of the Licensed Products shall be equivalent (or better) than the corresponding quality requirements for the relevant Licensed Product set forth in the Quality Standards. SEARS understands and agrees that STANLEY shall have no responsibility for SEARS’ compliance with quality standards and all applicable laws, regulations and industry standards with respect to the Licensed Products.

(c)    SEARS shall at all times use its commercially reasonable efforts to cause the Licensed Products and Packaging Materials used in connection with the Retained Business to be developed, produced and marketed in a manner which conforms with the Quality Standards. SEARS acknowledges and is familiar with the high standards, quality, style and image of the Licensed Marks.

(d)    During any Contract Year, STANLEY may request three (3) free samples of any Craftsman branded Licensed Product (with Packaging Material) taken at random from production runs. If STANLEY requests any additional samples of such Craftsman branded Licensed Product during any Contract Year, STANLEY shall pay SEARS for those additional samples at manufacturer’s lowest price offered to SEARS.

(e)     No irregulars, seconds or other Licensed Products or Packaging Materials that do not conform in all material respects to the Brand Guidelines and the Quality Standards may be distributed or sold.

(f)    For all sales of Legacy Lifetime Warranty Products, SEARS must offer customers a warranty which is consistent with the warranty terms offered by STANLEY for the same (or equivalent) products.

(a)    SEARS hereby recognizes and acknowledges (i) STANLEY’s ownership rights in the Licensed IP; (ii) the great value of the publicity and goodwill associated with the Licensed IP are valuable assets belonging to STANLEY; (iii) that all rights in and to the Licensed IP are and shall remain the sole property of STANLEY; and (iv) that SEARS’ right to use the Licensed IP shall be governed exclusively by this Agreement and applicable law. Nothing in this Agreement shall confer any right of ownership in the Licensed IP in SEARS. SEARS acknowledges, and shall not at any time contest, oppose or challenge, STANLEY’s

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ownership of, or the validity of, the Licensed IP. SEARS agrees that all goodwill resulting from any use of the Licensed Marks by SEARS shall inure to the benefit of STANLEY. SEARS shall not use (other than as specified in this Agreement), register or attempt to register the Licensed Marks or any similar or derivative mark in any jurisdiction. SEARS shall not seek to register any domain name including any of the Licensed Marks or similar names, alone or with other elements, without STANLEY’s prior written approval, which shall be granted at STANLEY’s sole discretion. Notwithstanding the foregoing, it is understood that, for the one year period following the Effective Date, or an earlier date if agreed between the Parties, SEARS shall operate CraftsmanClub.com on the basis set forth in the Purchase and Sale Agreement and in a manner consistent with its existing quality practices with regard to the Licensed Marks.

(b)    SEARS shall display (i) the following legend on Packaging Materials in print legible format; “Used under license” and/or (ii) such other marks and legends on Packaging Materials as are required by the Brand Guidelines (as amended from time to time under this Agreement); provided , however , that SEARS shall only be required to comply with the foregoing provisions of this Section 7(b) with respect to Licensed Products for which a production, manufacturing or other Contract is not already in existence prior to the Effective Date (provided that SEARS shall use reasonable efforts to amend such Contract to permit compliance with this Section 7(b) as soon as reasonably practicable), and SEARS shall not be required to re-label Packaging Materials for any existing inventory.

(c)    SEARS agrees not to use any trademark or service mark other than the Licensed Marks or any subbrands in connection with the Licensed Products or in combination with the Licensed Marks, without prior written approval of STANLEY, and SEARS agrees not to use or create composite marks using the Licensed Marks without prior written approval of STANLEY.

(d)    Ownership of all right, title and interest in any artwork, including without limitation, logo designs, supplied by STANLEY to SEARS, and in all trademarks and indicia of origin pertaining to the Licensed Marks (other than manufacturer and/or distributor legal notifications) shall be and remain the sole and exclusive property of STANLEY.

(e)    SEARS will not (a) modify the Licensed Marks in any form or manner unless approved in advance in writing in each instance by STANLEY; or (b) combine the Licensed Marks with any other trademark, brand, logo, or source identifier. Neither STANLEY nor SEARS will directly or indirectly make any statement or do any act that disparages, degrades, misuses, tarnishes, dilutes or adversely affects, or creates any negative inference as to the reputation, prestige, value, image, or impression of the Licensed Marks. Notwithstanding the foregoing, SEARS may engage in comparative advertising with any STANLEY CRAFTSMAN product so long as such advertising is accurate and may include any accurate source information on any Licensed Product or any Packaging Materials or other advertising materials.

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(a)    If SEARS becomes aware of any infringement or threatened infringement of the Licensed IP, or any improper disclosure of confidential components of the Licensed IP, or any violation or threatened violation relating to the Licensed IP of any common, civil or statutory law, of any application by any third party to register any rights in Intellectual Property in the United States which is the same as or confusingly similar to any part of the Licensed IP, or any apparent unauthorized use of the Licensed IP, then SEARS shall promptly notify STANLEY, in writing, giving the particulars thereof. However, subject to Section 8(b), on no account shall SEARS institute any suit or take any action to combat any of the foregoing, without the prior consent, in writing, of STANLEY.

(b)    Except as provided herein, (i) STANLEY shall have the sole right and discretion to determine whether or not to institute any proceedings or actions against third parties relating to the Licensed IP, (ii) the cost of such proceedings or actions shall be at the expense of and under the exclusive control of STANLEY, and (iii) STANLEY shall be entitled to receive and retain all amounts awarded, if any, as damages, profits, settlement amounts or otherwise in connection with such proceedings or actions. SEARS shall, upon STANLEY’s request, join in an action and otherwise provide STANLEY with such assistance and information as STANLEY may reasonably request in connection with taking such action; provided , that STANLEY shall reimburse SEARS for its reasonable costs and expenses in connection with such assistance. If STANLEY fails to take such action within thirty (30) days after a relevant notification by SEARS, SEARS shall have the right to take such action. If SEARS elects to take such action, it shall notify STANLEY of its intent to do so and STANLEY shall have up to thirty (30) days thereafter to notify SEARS that it intends to join in such action; and in such event, both Parties shall share equally the expense and any recovery and mutually agree on the action strategy and any settlement. If STANLEY chooses not to join SEARS in such action, SEARS shall have the right to proceed with such action or proceeding, and any such action or proceeding shall be at the expense of and under the exclusive control of SEARS, and all recovery shall be SEARS’ at its expense and for its benefit, and STANLEY shall, at SEARS’ request, provide such assistance and information as SEARS may reasonably request in connection with taking such action; provided , that SEARS shall reimburse STANLEY for its reasonable costs and expenses in connection with such assistance. During any such litigation: (A) SEARS shall act in good faith to preserve and enhance STANLEY’s rights in the Licensed IP and shall keep STANLEY advised as to the status of the litigation; and (B) STANLEY shall not enter into any settlement in derogation of SEARS’ rights.

(a)    Beginning in the first month of Contract Year 16, SEARS shall, and shall cause its Affiliates to, provide STANLEY and its officers, directors, Affiliates, employees and representatives, upon reasonable notice, reasonable access during normal business hours to the books and records of SEARS and its Affiliates, and to the officers, directors, employees and representatives of SEARS and its Affiliates, including SEARS’ auditors and their work papers, in each case for purposes of confirming SEARS’ compliance with its obligations relating to the Royalty Payments under this Agreement.

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(b)    With effect from the first month of Contract Year 16, upon STANLEY’s reasonable request, SEARS shall make available to STANLEY’s and its (and its Affiliates’) employees, agents, advisors, accountants or other representatives, upon reasonable notice, reasonable access during normal business hours to such information as may reasonably be requested by such Persons for the purposes of verifying the information (including SEARS’ calculations) set forth in any Royalty Statement.

(a)    STANLEY shall have 45 calendar days after receipt of any Royalty Statement (the “ Royalty Statement Review Period ”) to review it. During the Royalty Statement Review Period, SEARS agrees that STANLEY and its Affiliates’ employees, agents, advisors, accountants or other representatives, shall be provided promptly, upon reasonable notice, reasonable access during normal business hours to the accountants, representatives, information and records of SEARS and its respective Affiliates (including the right to take copies thereof) as may be requested by STANLEY for purposes of the verification any amounts or calculations set forth in any Royalty Statement.

(b)    Prior to the expiration of the Royalty Statement Review Period, STANLEY may object to SEARS’ determination(s) or calculations set forth in the applicable Royalty Statement, including, in each case, any component thereof, or any other calculation or determination or amount of detail provided therein, by delivering (in each case) a written notice of objection to SEARS (each such notice, an “ Objection Notice ”). Any Objection Notice shall state, in reasonable detail, the basis for such objection, the Royalty Statement to which the Objection Notice relates, as well as the amount(s) and calculation(s) in dispute.

(c)    If STANLEY fails to deliver an Objection Notice to SEARS prior to the expiration of the applicable Royalty Statement Review Period, then the calculations set forth in the relevant Royalty Statement shall be final and binding on the Parties. In the case of the determination of the amount of the Royalty Payment for any applicable period, if STANLEY fails to deliver an Objection Notice in respect of such period as aforesaid, the Royalty Amount in respect of such period shall be deemed to be the amount set forth in the applicable Royalty Statement for all purposes under this Agreement.

(d)    If STANLEY timely delivers an Objection Notice in respect of one or more Royalty Statements, STANLEY and SEARS shall negotiate in good faith to resolve the relevant disputed items.

(e)    If STANLEY and SEARS are unable to reach agreement within 30 days after the date of delivery of an Objection Notice (or any longer period that may be agreed between them to continue such discussions), all unresolved disputed items related to that Objection Notice shall be promptly submitted for resolution to the Accountant.

(f)    The Accountant shall act as an arbitrator to determine, based solely on information provided to it by STANLEY or SEARS, and not by independent review, and without shifting the burden of proof to either STANLEY or SEARS, only those unresolved items that are specified in the Objection Notice and shall be limited to those adjustments, if

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any, required to be made to the relevant Royalty Statement to comply with the provisions of this Agreement. The Accountant shall, within 60 days after submission to it of the dispute, determine and report to SEARS and STANLEY upon such remaining disputed items or calculations, and such report shall be final and binding on the Parties.

(g)    The final determination of the Accountant shall fall within the range of values assigned to such items in dispute between the Parties. SEARS and STANLEY shall make reasonably available to the Accountant all relevant books, records and other supporting information required to determine the amount of the Royalty Payment (and any element of the calculation thereof), and any other items reasonably requested by the Accountant. The fees and disbursements of the Accountant shall be borne equally by STANLEY and SEARS.

(h)    If the amount of a Royalty Payment payable under this Agreement, as finally determined in accordance with this Article 10 (whether by agreement between the Parties or by determination of the Accountant), is greater than the applicable Royalty Payment amount originally determined by SEARS, SEARS shall pay to STANLEY an amount (in cash) equal to the applicable Royalty Payment as determined by the Accountant (or, if payment of SEARS’ determination of the applicable Royalty Payment has already been made, the excess of such amount over the Royalty Payment amount), as soon as reasonably practicable and in any event within ten (10) days of the final determination of the amount of the applicable Royalty Payment by the Accountant in accordance with this Article 10.

(a)    SEARS hereby covenants that SEARS and its Affiliates will comply with all laws, regulations and industry standards applicable to the packaging, marketing and distribution of the Licensed Products, and will have and maintain in place throughout the term of this Agreement policies and procedures to ensure compliance with its obligations set forth above, in each case consistent with any such existing policies and procedures of SEARS. SEARS further agrees to use reasonable efforts to include, in any Contract entered into after the Effective Date relating to the manufacture of Licensed Products between SEARS (or its Affiliates) and a third party manufacturer or supplier, a provision stating that such manufacturer or supplier shall comply with all laws, regulations and industry standards applicable to the manufacturing of the Licensed Products, or a substantially equivalent provision.

(b)    SEARS shall be responsible for the development, manufacture, production, marketing, sale, and distribution of the Licensed Products in connection with the Retained Business and will bear all related costs associated therewith.

(a)     STANLEY . STANLEY hereby represents, warrants and agrees that: (i) there are no other agreements, and STANLEY will enter into no other agreements with any other party in conflict with the rights granted to SEARS and its Affiliates in this Agreement; (ii) it will comply with all provisions of this Agreement; and (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of STANLEY, enforceable

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against STANLEY in accordance with its terms. Notwithstanding the provisions of this Section 12(a), STANLEY does not represent or warrant that it owns trademark registrations for the Licensed Marks that include the Licensed Products within the scope of the identification of goods of such registrations.

(b)     SEARS . SEARS hereby represents, warrants and agrees that: (i) it will comply with all provisions of this Agreement; and (ii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of SEARS, enforceable against SEARS in accordance with its terms.

(a)    Except as set forth in Section 13(b), STANLEY shall have no liability to SEARS or any other firm, corporation, or any organization, or person for, or on account of any injury, loss, or damage of any kind, or nature sustained by, or any damages assessed, or asserted against, or any other liability, costs, or expenses whatsoever incurred by, or imposed upon, SEARS or any entity, or other organization or person arising out of, or in connection with, or resulting from (i) the production, use, sale, or other disposition of any Licensed Product or (ii) any labeling, packaging, advertising, or promotional activities with respect to any of the foregoing.

(b)    NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL ANY OF THE TERMS OF THIS AGREEMENT BENEFIT OR CREATE ANY RIGHT OR CAUSE OF ACTION IN OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN THE PARTIES HERETO REGARDLESS OF THE FORM OF THE ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO ANY AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT OR TO BREACH BY A PARTY OF THE CONFIDENTIALITY OBLIGATIONS APPLICABLE HEREUNDER.

(a)     By SEARS . SEARS hereby agrees to indemnify and hold harmless STANLEY and its officers, directors, employees, successors and assigns (“ STANLEY Indemnified Parties ”) from and against any and all Losses to the extent arising out of or resulting from:

(i)    any actual or alleged breach or violation by SEARS of any warranty, representation, covenant, obligation, agreement, undertaking or term of condition contained in this Agreement or any Schedule hereof;

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(ii)    any act or omission of SEARS constituting willful misconduct or fraud (including any personal or bodily injury (including death) to any person or damage to or impairment of any property or property rights resulting, or allegedly resulting, in whole or in part, from or caused by any negligent or grossly negligent act or omission or willful misconduct of SEARS, its agents or employees, or any third-party acting on its behalf or under its control);

(iii)    the capability, adequacy, performance, quality, design, manufacture, marketing, sale or distribution of the Licensed Products, including, without limitation, any action founded, in whole or in part, on negligence, contract, warranty, product liability, strict liability or any alleged defect or deficiency in the Licensed Products (in each case, other than any Licensed Product that may at any time be purchased from STANLEY);

(iv)    any actual or alleged violation, infringement, unauthorised use or misappropriation of any intellectual property of any third parties (including, without limitation, any trademark, service mark, copyright, patent, trade secret, process, method or device) by SEARS or any third party acting on its behalf (other than STANLEY), arising under or in connection with the design, manufacture, distribution, sale and/or use of any Licensed Product, Packaging Material or Advertising Material, other than, after the expiration of three (3) years from the Effective Date, claims that the approved use permitted by this Agreement of the Licensed Marks infringes the trademark rights of such a third party;

(v)    any actual or alleged false advertising, fraud, misrepresentation or other claims related to the Licensed Products, Packaging Materials or Advertising Materials not based on claims of a right to the Licensed Marks as licensed under this Agreement; and/or

(vi)    any actual or alleged unauthorized use of the Licensed Marks or Licensed Products by SEARS or any third-party acting on its behalf (other than STANLEY) and any claim by a SEARS third-party manufacturer arising out of its agreement with SEARS.

(b)     By STANLEY . STANLEY hereby agrees to indemnify and hold harmless SEARS and its officers, directors, employees, successors and assigns (“ SEARS Indemnified Parties ”) from and against any and all Losses to the extent arising out of or resulting from:

(i)    any actual or alleged breach or violation by STANLEY of any warranty, representation, covenant, obligation, agreement, undertaking or term or condition contained in this Agreement or any Schedule hereof;

(ii)    any act or omission of STANLEY constituting willful misconduct or fraud (including any personal or bodily injury (including death) to any person or damage to or impairment of any property or property rights resulting, or allegedly resulting, in whole or in part, from or caused by any negligent or grossly negligent act or omission or willful misconduct of STANLEY, its agents or employees, or any third-party acting on its behalf or under its control);

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(iii)    the capability, adequacy, performance, quality, design, manufacture, marketing, sale or distribution of any products manufactured by STANLEY carrying any CRAFTSMAN mark (“ STANLEY Products ”), including without limitation, any action founded, in whole or in part, on negligence, contract, warranty, product liability, strict liability or any alleged defect or deficiency in the STANLEY Products, provided , however that this Section 14(b)(iii) shall not apply to STANLEY Products acquired as Inventory under the Purchase and Sale Agreement or acquired under the Transition Services Agreement;

(iv)    any actual or alleged violation, infringement, unauthorized use or misappropriation of any intellectual property of any third parties (including, without limitation, any trademark, service mark, copyright, patent, trade secret, process, method or device) by STANLEY or any third party (other than SEARS) acting on its behalf, arising under or in connection with the design, manufacture, distribution, sale and/or use of any STANLEY Product or related packaging material or advertising material, other than, prior to three (3) years from the Effective Date, claims that any STANLEY Product infringes the trademark rights of such a third party;

(v)    after the expiration of three (3) years from the Effective Date, any actual or alleged false advertising, fraud, misrepresentation or other claims related to STANLEY Products or related packaging material or advertising material; and/or

(vi)    after the expiration of three (3) years from the Effective Date, any challenge to the validity of the Licensed Marks or to the licensing of the Licensed Marks to SEARS under this Agreement and/or any alleged trademark infringement arising out of the approved use of the Licensed Marks as authorized in this Agreement (but not any modifications or changes made to the Licensed Marks by SEARS or any third-party).

(c)     Indemnification Procedures . Indemnification under this Article 14 shall be subject to the following procedures.

(i)     Notice . The Party seeking indemnification (the “ Indemnified Party ”) shall promptly give the Party obligated by this Agreement to provide indemnity (the “ Indemnifying Party ”) written notice that it wishes to seek indemnification under this Agreement. Such notice shall provide a detailed description of the facts and circumstances giving rise to such claim. The failure of the Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party hereunder or otherwise, except to the extent that any delay or failure results in actual prejudice to the rights of the Indemnifying Party, and provided further that the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for the costs of any defense, including attorney’s fees, incurred by the Indemnified Party prior to the Indemnifying Party’s receipt of such notice. If the claim relates to the commencement of any suit or proceeding by a third party, any such notice shall be accompanied by a copy of any papers served on or delivered to the Indemnified Party in connection with the third party claim.

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(ii)     Defense of Claims . If any claim is brought against the Indemnified Party in respect of which the Indemnified Party has notified the Indemnifying Party that it intends to seek indemnification from the Indemnifying Party for Losses covered by this Agreement and if the Indemnifying Party acknowledges and accepts responsibility without reservation to indemnify the Indemnified Party hereunder, then the Indemnifying Party shall assume sole control over the defense and settlement of such claim; provided , however , that:

In the event the Indemnifying Party does not accept responsibility without reservation to indemnify the Indemnified Party hereunder, then the Indemnified Party shall retain sole control over the defense and settlement of such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for all Losses, including without limitation the costs of any defense, including attorney’s fees, incurred by the Indemnified Party.

(iii)    If the Indemnifying Party makes any payment on a claim for which indemnification is sought, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claim or benefits of the Indemnified Party with respect to such claim, and the Indemnified Party shall cooperate with the Indemnifying Party in the assessment, assertion, negotiation, prosecution, and settlement of such rights of subrogation.

(d)     Warranty Arrangement Under Purchase and Sale Agreement . Notwithstanding the foregoing, this Article 14 shall not apply to any liability arising under any product warranty claim. Section 5.13 of the Purchase and Sale Agreement shall govern all product warranty claims.

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(a)     Term . This Agreement shall be effective as of the Effective Date and shall remain in effect unless terminated for material breach in accordance with the provisions of this Article 15.

(b)     Termination by STANLEY .

i.    STANLEY shall have the right to terminate this Agreement (including all sublicenses granted by SEARS pursuant to Section 2(d)) in accordance with this Section 15(b) where any one or more of the following events (herein called “ Material Defaults ”) has occurred and continues un-remedied for ninety (90) days (or such longer as set forth herein) from the date on which SEARS receives written notice of such Material Default from STANLEY:

ii.    If STANLEY reasonably believes that a Material Default has occurred (and has not been cured), it may provide written notice to SEARS specifying, in reasonable detail, the nature of such alleged Material Default (a “ Default Notice ”).

iii.    Subject to Section 15(b)iv and Section 15(b)xi, if an alleged Material Default cannot be cured within ninety (90) days after the date of the Default Notice, but SEARS has commenced and is continuing to make commercially reasonable efforts to cure such Material Default within such ninety (90) day period, then the cure period shall be extended until SEARS has stopped making commercially reasonable efforts to cure such Material Default, such extension not to exceed a further forty-five (45) days (such total period (the “ Default Cure Period ”) being one hundred thirty-five (135) days from the date of the Default Notice).

iv.    Subject to Section 15(b)xi, if an alleged Material Default involves a purported material breach by an OEM Permitted Sublicensee, then, (A) in addition to the Default Cure Period SEARS shall have a further seventy-five (75) day period within which to make commercially reasonably efforts to cure the breach of such Permitted Sublicensee, and (B) notwithstanding anything to the contrary in this Agreement, if prior to the end of such further seventy-five (75) day period, SEARS provides written notice to such Permitted Sublicensee terminating the relevant sublicense, no Material Default shall be deemed to have occurred for any purpose under this Agreement (and, accordingly, STANLEY may not exercise its termination right under Section 15(b)i in such circumstances).

v.    SEARS shall have thirty (30) calendar days after receipt of any Default Notice (the “ Initial Investigation Period ”) within which to investigate the alleged Material Default and take such steps as it may deem appropriate, including making efforts to cure such Material Default.

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vi.    Notwithstanding anything to the contrary in this Agreement (and without prejudice to its right to seek to cure any alleged Material Default), SEARS may, within the Initial Investigation Period, in its sole discretion, refer the issue of whether or not the matter or matters specified in a Default Notice constitutes a Material Default to final and binding arbitration under the Delaware Rapid Arbitration Act (the “ DRAA ,” 10 Del. C. § 5801 et seq. ) and the Delaware Rapid Arbitration Rules promulgated thereunder by the Supreme Court of the State of Delaware (“ Rules ”) in effect at the time of the date of delivery of the notice of arbitration as provided below, except as modified herein in accordance with the DRAA. The arbitration shall be commenced by a written notice of arbitration sent by SEARS to STANLEY. The arbitral panel shall consist of, and the arbitration shall be conducted by, three arbitrators (the “ Tribunal ”), who, pursuant to DRAA § 5801(3)(b), are and shall be authorized to exercise any power of a sole arbitrator by a majority vote. The members of the Tribunal shall be appointed by the Delaware Court of Chancery in accordance with DRAA § 5805 and Delaware Court of Chancery Rule 96. The Delaware Court of Chancery shall appoint one of the three arbitrators as the chair of the Tribunal. In the event that such an arbitration is commenced, no Material Default will be deemed to have occurred unless and until the Tribunal shall have determined that a Material Default shall have occurred.

vii.    The legal seat of the arbitration shall be the State of Delaware, but the evidentiary and other hearings shall be conducted in location(s) determined by the chair of the Tribunal. The Tribunal shall hold, as promptly as practicable, telephonically or in person, a preliminary hearing with the parties and/or their counsel to establish a schedule for the proceedings of the Tribunal. The arbitration hearing shall be conducted as promptly as practicable, taking into account the nature of the claims and any facts and circumstances the Tribunal deems relevant and may, in the discretion of the Tribunal, be conducted over the course of one or more days. The Tribunal shall set a schedule that will permit the Tribunal to issue a decision no later than 60 calendar days following the selection of the Tribunal.

viii.    In connection with any arbitration proceeding hereunder, the Tribunal shall allow reasonable requests for the production of documents relevant to the dispute and for the taking of depositions.

ix.    The parties shall bear their own costs incurred in connection with the arbitration and share equally the fees and expenses of the Tribunal and the costs of administration.

x.    It is understood and agreed that a decision by SEARS not to refer any question to arbitration shall not prejudice any of its rights or remedies.

xi.    In the event that SEARS elects to arbitrate pursuant to the foregoing provisions, the Default Cure Period referred to in this Section 15(b) shall end on the later of (x) the 135 ^th day, or the 210 ^th day in the case of an OEM Permitted Sublicensee, as applicable, after the date of the Default Notice and (y) the 30 ^th day following delivery by the Tribunal of its decision.

xii.    This Section 15(b) shall be subject to the laws of the State of Delaware.

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(c)     SHO . Any breach or alleged breach by SHO of the SHO Agreement or of any sublicense granted under this Agreement shall be subject to the terms of Section 5.18 of the Purchase and Sale Agreement. Subject to the foregoing, SEARS shall use its reasonable best efforts to cause each SHO Entity to comply with the provisions hereof; provided , however , that if, notwithstanding such efforts, any SHO Entity breaches any term of this Agreement, such breach shall not constitute a Material Default by SEARS but can constitute a Material Default by such SHO Entity that shall entitle STANLEY to terminate the sublicense to such SHO Entity. A material breach of this Agreement by SHO shall entitle STANLEY to terminate the sublicense to SHO, subject to the applicable Default Cure Period set forth above (but without any arbitration rights).

(d)     Termination by SEARS . SEARS shall have the right to terminate this Agreement on written notice to STANLEY.

(e)     Post-Termination License to Other Licensed IP . STANLEY hereby grants to SEARS and its Affiliates, effective immediately prior to termination of this Agreement by either Party (and surviving any such termination), a fully-paid, worldwide, royalty-free, sublicenseable, perpetual and irrevocable license, in connection with the Retained Business, to use any and all Other Licensed IP. This Section 15(e) shall survive termination of this Agreement.

SEARS shall deliver, as soon as practicable, to STANLEY, following expiration or termination of this Agreement, a statement indicating the number and description of the Licensed Products on hand. Except as indicated below, following a termination of this Agreement in accordance with Article 15, SEARS and its Affiliates may each continue to distribute and sell their remaining Licensed Products in inventory or on order for a period (“ Sell-Off Period ”) not to exceed three hundred and sixty-five (365) days subject to payment of any outstanding royalties Royalty Payments in relation to such Licensed Products. During such period, SEARS and its Affiliates may continue to use the rights granted hereby, subject to compliance with all terms hereof. Immediately upon expiration of the Sell-Off Period, SEARS shall furnish STANLEY a detailed statement certified by an officer of SEARS showing the number and description of the Licensed Products on hand in its inventory and shall dispose of such inventory at STANLEY’s direction.

Each Party shall keep in confidence and shall not disclose to any third-party, or use other than in performance of this Agreement, any Confidential and Proprietary Information (defined below) received from the other Party in connection with the performance of this Agreement. For purposes of this Agreement, the term “ Confidential and Proprietary Information ” shall mean (i) any and all confidential and proprietary information which is disclosed to or acquired by a Party in connection with its performance of this Agreement or obtained by a Party in the course of disclosures and discussions with the other Party, provided such information is treated as confidential and proprietary by such owning Party, and (ii) the terms of this Agreement. Neither Party shall acquire any right or interest in the Confidential and Proprietary Information of the

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other. Upon termination of this Agreement, except as otherwise required herein, all Confidential and Proprietary Information of a Party in the possession of the other Party shall be returned to its owner, or at the owner’s option, expense, and specific direction, be destroyed (per owner’s request) with such destruction evidenced by sworn affidavit of the destroying Party. These obligations of confidentiality and non-use shall survive for a period of three (3) years following any termination of this Agreement. The restrictions in this Section shall not apply to any information which: (i) is at the time of disclosure available to the general public or at a later date becomes public domain information or available through no violation of this Agreement; (ii) as shown by written records, was specifically known to, or in possession of, the receiving Party at the time of its disclosure by the owning Party or its agent(s); (iii) as shown by written records, is hereafter acquired by the non-owning Party through a third-party which is not thereby breaching any obligation of confidence and has a bona fide right to disclose such information; (iv) is required to be disclosed pursuant to a judicial order or otherwise by law; or (v) is independently developed by the non-owning Party without reference to any of the owning Party’s Confidential Information. Neither Party’s Affiliates and representatives shall be considered third parties for purposes of the obligations of confidentiality under this Article 17. It is understood and agreed that any information that may identify, or is otherwise related to, any Person that is a member of the “Craftsman Club” prior to the Effective Date is Confidential and Proprietary Information of SEARS.

(a)    Neither Party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other Party except as provided in this Article 18. Any assignment or transfer in violation of this Article 18 shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

(b)    STANLEY or a permitted transferee under this Section 18(b) may assign or transfer this Agreement (as a whole, or separately with respect to the sale or transfer of portions of the Acquired Business) to (i) any third party that acquires all or substantially all of the assets of STANLEY, (ii) a surviving party in connection with a merger, or (iii) an Affiliate of STANLEY; provided , in each case, that such party agrees in writing to undertake the obligations of STANLEY under this Agreement.

(c)    SEARS or a permitted transferee under this Section 18(c) may assign or transfer this Agreement to (a) any third party that acquires all or substantially all of the assets of SEARS, (b) a surviving party in connection with a merger, (c) an Affiliate of SEARS; provided , in each case, that (x) such assignee agrees in writing to undertake the obligations of SEARS under this Agreement (including meeting the Brand Guidelines and Quality Standards, and being subject to the requirement for Retail Sales to be conducted through the Channels of Retail Trade), and (y) the transferred license grant does not extend to the past, present or future business, products or services of any party who acquires all or part of the business of SEARS, but only extends to the transferred business. In addition to the foregoing, SEARS and its Affiliates (but not a permitted transferee thereof) may grant limited sublicenses of the rights granted to it hereunder to its secured lenders and their agents to the extent reasonably necessary to permit such lenders and their agents to enforce customary rights and remedies of secured parties with respect to branded inventory.

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(a)     Entire Agreement . This Agreement and the Purchase and Sale Agreement (including all Schedules hereto) constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement and there are no agreements, understandings, representations or warranties among the Parties other than those set forth or referred to in this Agreement.

(b)     Amendments and Waivers . This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each of the Parties. Each Party may, only by an instrument in writing, waive compliance by the other Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by a Party of a breach of any term or provision of this Agreement by the other Party shall not be construed as a waiver of any subsequent breach.

(c)     Notices . All notices, requests, demands, waivers and other communications to be given to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a facsimile transmission (subject to confirmation of receipt) and shall be directed to the address or facsimile number set forth below (or at such other address or facsimile number as such Party shall designate by like notice):

If to STANLEY :

Stanley Black & Decker, Inc.

701 East Joppa Road, TW199

Towson, MD 21286

Attention: Vice President – GT&S Licensing

Fax No.: (410) 716-2610

With a copy (which shall not constitute notice) to :

Stanley Black & Decker, Inc.

Patent and Trademark Department

701 East Joppa Road, TW199

Towson, MD 21286

Attention: General Patent Counsel

Fax No.: (410) 716-2610

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If to SEARS :

Sears Holdings Corporation

3333 Beverly Road

Hoffman Estates, IL 60179

Attention: General Counsel

Fax No.: (847) 286-2741

(d)     Relationship Between the Parties . Neither Party shall represent itself as the agent or legal representative of the other Party for any purpose whatsoever, and neither Party shall have any right to create or assume any obligation of any kind, express or implied, for or on behalf of the other Party in any way whatsoever. This Agreement shall not create or be deemed to create any agency, partnership or joint venture between the Parties.

(e)     Specific Performance . The Parties hereby acknowledge and agree that monetary damages, even if available, would not be an adequate remedy in the event of any actual or threatened material default in, or material breach of, any of the terms, conditions and provisions of this Agreement. The non-breaching Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative.

(f)     Governing Law; Jurisdiction and Forum; Waiver of Jury Trial .

(i)    This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

(ii)    Each Party irrevocably submits to the jurisdiction of any New York state or federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such New York state or federal court. Each Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The Parties further agree, to the extent permitted by Law, that final and unappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(iii)    EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,

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PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 19(f). NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER PARTY THAT THE PROVISIONS OF THIS 19(f) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

(g)     Force Majeure . There shall be no liability on either Party on account of any loss, damage, or delay occasioned or caused by strikes, riots, fires, insurrections or the elements, embargoes, failure of carriers, acts of God or of the public enemy, terrorism, cyber terrorism or breach of security, communications, transportation, or power interruptions or outages, compliance with any law, regulation or other governmental order, or any other causes beyond the reasonable control of either Party, whether or not similar to the foregoing.

(h)     Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(i)     Construction . The Parties hereto acknowledge and agree that (a) each Party reviewed and negotiated the terms and provisions of this Agreement; and (b) the terms and provisions of this Agreement shall be construed fairly in accordance with their plain meaning, regardless of which Party was generally responsible for the preparation of this Agreement.

(j)     Interpretation . The provisions of Sections 1.3 through 1.5 (inclusive) of the Purchase and Sale Agreement are incorporated into this Agreement as though set out in full herein, mutatis mutandis , with references to “Seller” being interpreted as references to SEARS and references to “Purchaser” being interpreted as references to STANLEY.

(k)     Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Party. Signatures to this Agreement transmitted by facsimile

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transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

(l)     Survival . Each provision of this Agreement, that establishes with respect to any Party or beneficiary a right and/or obligation which expressly or by implication is to be in effect after the termination or expiration of this Agreement, shall be binding for such period of time as may reasonably be required in order to give full effect to the intended application of such provision. Such surviving provisions shall include, without limitation, (i) Articles 1, 14, 15, 16, 17, and 19, (ii) to the extent stated in Sections 2(k) and 15(e) and Article 18, and (iii) Sections 2(c), 2(f), 4(a) and 4(e).

[ Remainder of page left intentionally blank ]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed in duplicate originals as of the date first written above.

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SCHEDULE A

Marks

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Exhibit 10.2

CONSENT, WAIVER AND AMENDMENT

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

WHEREAS, effective December 1, 2016, the Company: (a) amended the Sears Holdings Pension Plan to change the plan year from a calendar year to a plan year commencing December 1, (b) transferred certain benefit liabilities and assets pursuant to 26 U.S.C. § 414(l) from the Sears Holdings Pension Plan to the newly established Sears Holdings Pension Plan 2 (“ Plan 2 ”) and (c) changed the name of the Sears Holdings Pension Plan to Sears Holdings Pension Plan 1 (“ Plan 1 ”). Plan 1 and Plan 2 (which may each be referred to individually as a “ Pension Plan ”, and together as the “ Pension Plans ”) each have a plan year that commences on December 1 and ends on November 30.

WHEREAS, the Company has entered into that certain Purchase and Sale Agreement, dated as of January 5, 2017 (as in effect on the date hereof, the “ PSA ”), by and between the Company and Stanley Black & Decker, Inc., a Connecticut corporation (“ Stanley ”), pursuant to which, on the terms and conditions set forth therein, Stanley will purchase certain assets and assume certain liabilities related to the Company’s Craftsman business, including the Craftsman brand name and related intellectual property rights from the Company (the “ Craftsman Transaction ” and such assets and liabilities, the “ Craftsman Business  & Assets ”);

WHEREAS, in connection with the consummation of the Craftsman Transaction, the Company and certain of its Subsidiaries intend to effect certain additional ancillary transactions intended to facilitate the consummation of the Craftsman Transaction (all such ancillary transactions, as separately set forth in that certain side letter between the Company and PBGC, the “ Company Side Letter ”, and such certain additional ancillary transactions set forth therein, collectively, the “ Related Transactions ”);

WHEREAS, consummation of the Craftsman Transaction and/or the Related Transactions may be prohibited by the terms of the PPPFA absent the consent of PBGC to such consummation, and the obligations of each of the Company and Stanley under the PSA to consummate the Craftsman Transaction are expressly conditioned upon PBGC providing such consent; and

WHEREAS, PBGC is willing to grant such consent and waive breaches of the PPPFA occasioned by such consummation, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, it is agreed as follows:

1.     Consent .

(a)    Effective upon the occurrence of the Effective Date (as defined below):

(i)    Pursuant to Section 11.06 of the PPPFA, PBGC hereby (A) consents to the consummation of the Craftsman Transaction, all other transactions contemplated by the PSA and the Transaction Documents (as defined in the PSA, the “ PSA Transaction Documents ”) to the extent listed on Exhibit A attached hereto and the Related Transactions (all of the foregoing, collectively, the “ Consent Transactions ”), and (B) waives any Forbearance Termination Event, any Material Transaction or any breach of any provision of the PPPFA, in each case that is directly related to and a result of the Consent Transactions; provided however, that for the avoidance of doubt, PBGC does not waive, inter alia , the Forbearance Termination Event set forth in Section 7.06(a)(3) of the PPPFA, which the Company acknowledges exists as of the Effective Date and is continuing;

(ii)    PBGC hereby agrees that the Consent Transactions shall not count against any cap calculation set forth in the definition of “Material Transaction”;

(iii)    PBGC hereby agrees that it shall not initiate an ERISA Section 4042 involuntary termination of either Pension Plan for which the consummation of the Consent Transactions is a material basis; and

(iv)    PBGC hereby agrees that it shall not take any Action (as defined in the PSA), or impose any Liability (as defined in the PSA), with respect to Stanley and its Affiliates (as defined in the PSA) before, on or after the Closing (as defined in the PSA) in respect of (A) the Consent Transactions, (B) any matters relating to the PPPFA, or (C) any Liability of the Company or any of its ERISA Affiliates (as defined in the PSA) under Title IV of ERISA (as defined in the PSA) or Section 412 or Section 430 of the Code (as defined in the PSA) or Section 302 of ERISA whether arising before, on or after the Closing. PBGC further agrees that, effective as of the Closing, the Craftsman Business & Assets shall not be subject to the Springing Lien. Notwithstanding anything to the contrary in this Consent, however, nothing in this Consent will (Y) affect any of PBGC’s rights with respect to any pension plan established or maintained by Stanley or any of its Affiliates (as defined in the PSA); or (Z) impair or limit PBGC’s rights to (1) communicate and confer with Stanley regarding the calculation of the First Contingent Payment (as defined in the PSA) and the Quarterly Contingent Payments (as defined in the PSA) or (2) enforce any rights thereto under the PSA and the other PSA Transaction Documents that are assigned to, encumbered by security interests granted in favor of, and/or otherwise acquired by PBGC or one or more Pension Plans pursuant hereto or otherwise.

(b)    The consents and waivers set forth above shall be effective only in the specific instances and for the specific purposes for which they are given, and such consents and waivers shall not entitle the Sears Parties or Stanley to any other or further consent or waiver in any similar or other circumstances. The consents and waivers set forth above shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of the PPPFA or any other Transaction Document (as defined in the PPPFA, and as used herein, the “ PPPFA Transaction Documents ”) or (ii) prejudice any right or remedy which

PBGC may now have or may have in the future under or in connection with the PPPFA or any PPPFA Transaction Document.

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2.     Amendment to PPPFA and the Other PPPFA Transaction Documents . The Company, the other Sears Parties and PBGC hereby agree that the PPPFA and the other PPPFA Transaction Documents shall be amended as follows:

(a)    The second recital, on page 1 of the PPPFA, is amended and restated in its entirety as follows:

The Company is the plan sponsor, as such term is defined in ERISA Section 3(16)(B), of the Sears Holdings Pension Plan 1 (as amended effective December 1, 2016) and the Sears Holdings Pension Plan 2 (effective December 1, 2016) (each a “ Pension Plan ” and collectively the “ Pension Plans ”).

(b)    Section 1.01 of the PPPFA is hereby amended as follows:

(i)    By amending and restating the definition of the term “IP Assets” in full to read as follows:

“ IP Assets ” means all of the IP Subsidiary’s (i) trademarks and intellectual property licenses (including those related to Kenmore and Diehard), and those identified on Exhibit 10-B hereto, and (ii) rights under ancillary agreements to which it is party, all of the foregoing under clauses (i) and (ii) whether currently owned or after-acquired.

(ii)    By inserting the following new definition in appropriate alphabetical order:

“Sale Contribution” shall have the meaning given to it in Section 3.05(i).

(iii)     In the definition of “UBL Documentation” in Section 1.01 of the PPPFA, the reference in such definition to “the Pension Plan” is hereby replaced by “any Pension Plan”.

(c)    Section 3.05(a) of the PPPFA is hereby amended by deleting each of the words “$75 million”, “$25 million” and “$35 million” and replacing each with the words “$15 million”.

(d)    Section 3.05 of the PPPFA is hereby amended by adding the following new subsection (i) at the end thereof:

“(i)     Sales Coupled with Contribution . Sell or transfer REMIC Properties to third-party buyers on arms’-length terms, with the sale proceeds (after deducting all reasonable and documented expenses of such sale) being immediately deposited into the Distribution Account (as

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defined in the Pooling and Servicing Agreement) and distributed to the Depositor, as Holder, in accordance with Section 5.01 of the Pooling and Servicing Agreement and Section 3.01 hereof; provided , however , that the Depositor shall immediately after each such deposit contribute such cash proceeds to either or both of the Pension Plans on behalf of the Company (such allocation between the Pension Plans to be determined by the Company in its sole discretion) (a “ Sale Contribution ”), which Sale Contribution to any Pension Plan shall not reduce or count against the minimum required contribution under 26 U.S.C. § 430 for the plan year for which such Sale Contribution is made to such Pension Plan; provided that the Company shall not at any time elect under 26 U.S.C. § 430(f)(6)(B) to create or to increase any prefunding balance (as defined in 26 U.S.C. § 430(f)(6)) of either Pension Plan by using all or part of any Sale Contribution, or all or any portion of any excess described in 26 U.S.C. § 430(f)(6)(B) that is directly or indirectly attributable to any Sale Contribution (it being understood that such election prohibition is continuing and will survive termination of this Agreement).”

(e)    In Subsections (d), (e) and (f) of Section 6.01 of the PPPFA, each reference therein to “the Pension Plan” is hereby replaced by “any Pension Plan”.

(f)    The reference in Section 6.04 of the PPPFA to the “Pension Plan” is hereby replaced by the “Pension Plans”.

(g)    In Clauses (1) and (2) of Subsection 6.08(a) of the PPPFA, each reference therein to “the Pension Plan” is hereby replaced by “any Pension Plan”.

(h)    In Sections 6.10, 7.02 and 7.03 of the PPPFA, each reference therein to “the Pension Plan” is hereby replaced by “any Pension Plan”.

(i)    In Section 7.05 of the PPPFA, the reference therein to “the Pension Plan” is hereby replaced by “a Pension Plan”.

(j)    Clause (3) of Subsection 7.06(a) of the PPPFA is amended and restated in its entirety as follows:

both (A) the Company’s Market Capitalization is less than $1.0 billion on a fully-diluted basis, determined at market close; and (B) either (1) the UBL of the Pension Plans exceeds $625 million; or (2) both (x) the Pension Plans in the aggregate are less than 80% funded on a Termination Basis (disregarding any overfunding on a Termination Basis of either Pension Plan) and (y) the UBL of the Pension Plans in the aggregate is greater than $250 million (disregarding any overfunding on a Termination basis of either Pension Plan); or

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(k)    Section 8.01(a) of the PPPFA is amended and restated in its entirety as follows:

The Pension Plans in the aggregate achieve an 85% funded level on a Termination Basis (disregarding any overfunding on a Termination Basis of either Pension Plan) as of the last day of two consecutive plan years of the Pension Plans; provided that the Company may, at any time, provide to PBGC a calculation of each Pension Plan’s funding percentage on a Termination Basis with supporting documentation, and request PBGC’s review thereof and, in such event, PBGC will promptly inform the Company in writing that it agrees or disagrees with any such calculation and, if it disagrees with any such calculation, will simultaneously provide the Company with the UBL Documentation relating to such disagreement and a written explanation of the bases upon which it disagrees. During the period five (5) Business Days after so providing such UBL Documentation and written explanation, PBGC shall, if requested by the Company in writing, meet and confer with the Company (including for either Party, its selected advisors) and address, in good faith, any issues or questions that the Company may, in good faith, have with respect to the UBL Documentation or such disagreement.

(l)    The first sentence of Section 8.01(c) of the PPPFA is amended and restated in its entirety as follows:

The Company completes a standard termination of each Pension Plan.

(m)    In Clause (b) of Section 10.01 of the PPPFA, each reference therein to “the Pension Plan” is hereby replaced by “each Pension Plan”.

(n)    Exhibit 10-B of the PPPFA is hereby amended and restated in full as set forth on Exhibit 10-B hereto.

(o)    Except as otherwise specifically provided herein, each reference in the PPPFA to “the Pension Plan” shall be deemed a reference to either Pension Plan or both, as the context requires.

(p)    Each reference to the “PPPFA” in any other PPPFA Transaction Document shall be deemed a reference to the PPPFA as hereby or hereafter amended.

(q)    Each reference to a “Transaction Document” or “Transaction Documents” in any PPPFA Transaction Document shall be deemed a reference to such “Transaction Document” or the “Transaction Documents”, in each instance as hereby or hereafter amended.

(r)    Each reference in any PPPFA Transaction Document other than the PPPFA to “the Pension Plan” shall be deemed a reference to the Pension Plans.

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3.     Consideration . As consideration for the consents, waivers and releases granted herein by PBGC and the amendment to the PPPFA set forth herein, the Company, the other Sears Parties and PBGC (all such consideration from or on behalf of the Company, the other Sears Parties, any other Affiliate of Sears or any person or entity on behalf of any of the foregoing, the “ Consideration ”) hereby agree as follows:

(a)    (i) Concurrently with the Closing, the Company shall:

(A) first, grant to PBGC pursuant to a security agreement reasonably acceptable to each of PBGC and the Company (the “ Security Agreement ”), as security for the Secured Obligations and all Pension Plan contributions required by this Consent or law a lien on and security interest in (in each case, senior in priority to all liens other than Schedule 3(b) Permitted Liens) all of the Company’s right, title and interest in and to (1) the Deferred Purchase Price Payment (as defined in the PSA), and (2) all proceeds in any form and whenever arising of the Deferred Purchase Price Payment including, without limitation, any proceeds of proceeds (all of the foregoing, the “ DPPP Collateral ”) and perfect the security interest granted under the Security Agreement by filing a UCC-1 financing statement with the Secretary of State of the State of Delaware and/or such other UCC filing offices in other jurisdictions as may be reasonably requested by PBGC;

(B) second, immediately following such grant and perfection, irrevocably assign and transfer, subject to such perfected security interest, all of the Company’s right, title and interest in and to the Deferred Purchase Price Payment (as defined in the PSA) to U.S. Bank National Association or other escrow agent selected by PBGC (and reasonably acceptable to the Company), as escrow agent (the “ Escrow Agent ”), to be held by it in an escrow account (the “ Escrow Account ”) established solely for the benefit of PBGC; it being the Company’s and PBGC’s mutual intent that upon and after such assignment and transfer, the Company shall have no remaining interest in the Deferred Purchase Price Payment or any other DPPP Collateral whatsoever, whether residual, reversionary or otherwise, except as expressly set forth in this Section 3(a). To the extent an Escrow Agent has not been retained on or prior to the Closing of the Craftsman Transaction, (1) the Company shall irrevocably assign and transfer the Deferred Purchase Price Payment to PBGC as if it were the Escrow Agent, (2) PBGC shall hold the Deferred Purchase Price Payment in accordance with the terms of this Section 3(a) as if it were the Escrow Agent, (3) each of the Company and PBGC shall use commercially reasonable efforts to retain an Escrow Agent in accordance with the terms of this Consent as soon as reasonably practicable thereafter and (4) within three (3) Business Days after the retention of an Escrow Agent in accordance with the terms of this Consent, PBGC shall irrevocably assign and transfer the Deferred Purchase Price Payment to such Escrow Agent to be held in accordance with the terms of this Section 3(a) ;

(C)    third, cause Stanley to enter into a side letter (the “ Stanley Side Letter ”) with PBGC providing for, inter alia , Stanley’s irrevocable acknowledgement and agreement that (1) from and after assignment of the Company’s right, title and interest in and to the Deferred Purchase Price Payment to the Escrow Agent or if earlier, to PBGC (as contemplated in Section 3(a)(i)(B) ), the Deferred Purchase Price Payment shall be an absolute and unconditional obligation of Stanley, without setoff, counterclaim or deduction of any kind, owing to the Escrow Agent (or PBGC initially, if first assigned the Deferred Purchase Price

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Payment, until PBGC re-assigns it to the Escrow Agent) and enforceable by the Escrow Agent for the benefit of PBGC (or initially by PBGC, if first assigned the Deferred Purchase Price Payment, until PBGC re-assigns it to the Escrow Agent), (2) as pertaining to the First Contingent Payment and each Quarterly Contingent Payment (each as defined below), Stanley shall timely make all such payments as required under the PSA and the other PSA Transaction Documents to the Pension Plans on behalf of the Company (pursuant to wire instructions jointly delivered by the Company and PBGC) unless otherwise directed by a notice jointly delivered by the Company and PBGC (or, after the termination of any Pension Plan, delivered by PBGC alone) or by any court of competent jurisdiction; and (3) expressly acknowledging and agreeing that Stanley’s obligations to the Escrow Agent or PBGC, each as applicable, and as set forth in Sections 3(a)(ii)(C)(1)-(2) , shall survive and not be impaired by the occurrence of a Springing Lien Event or any consequences thereof (including, without limitation, the dissolution, reorganization, or liquidation of the Company); and

(D)    fourth, cause the PSA and, as applicable, all other PSA Transaction Documents, to be amended to expressly acknowledge PBGC as an intended third party beneficiary thereof as pertaining to the Deferred Purchase Price Payment the First Contingent Payment and the Quarterly Contingent Payment provisions.

(ii)    The Escrow Account shall be governed by an escrow agreement in form and substance as set forth in Exhibit C hereto (the “ Consent Escrow Agreement ”) inclusive of such account control agreements and other instruments granting and perfecting liens thereon and security interests therein (in each case, senior in priority to all liens other than Schedule 3(b) Permitted Liens) to PBGC as PBGC may reasonably deem necessary. In addition, (A) the Escrow Account shall be under the sole dominion and control of the Escrow Agent, and (B) on a date that is on or after August 16 ^th and on or before September 15 ^th of each of 2017, 2018 and 2019 (each such date, a “ Contribution Date ”), the Escrow Agent shall transfer an undivided interest of 33-1/3% in the Deferred Purchase Price Payment (each, an “ Installment Interest ”), in accordance with instructions determined by an independent third party investment bank or other financial institution with similar capabilities (such investment bank or financial institution to be designated by the Company in its sole discretion within 30 days of the Effective Date; provided that the Company may, in its sole discretion, replace such investment bank or financial institution on 30 days’ prior written notice to PBGC) (the “ Designated Financial Institution ”), to either or both of the Pension Plans by either (1) assigning as an in-kind contribution the applicable Installment Interest to either or both of the Pension Plans or (2) selling any undivided portion of the applicable Installment Interest for cash on or prior to the applicable Contribution Date and contributing 100% of the proceeds of such sale (net of all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent or the Designated Financial Institution in connection with such transaction) and assigning as an in-kind contribution any unsold portion of such Installment Interest to either or both of the Pension Plans; provided , however , that (x) the Designated Financial Institution, in providing instructions to the Escrow Agent regarding any assignment or sale of all or any portion of an Installment Interest, shall be required to make determinations in its sole discretion so as to maximize the value of each Installment Interest based on (I) values that the independent fiduciary for each of the Pension Plans would accept for such an assignment of all or any portion of such Installment Interest, including, without limitation, reductions in value corresponding to the costs to the Company or the Escrow Agent of any additional requirements imposed by the independent fiduciary as conditions to proceeding

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with the assignment, (II) values based on bona fide offers to purchase all or any portion of such Installment Interest obtained by the Designated Financial Institution (or obtained by the Company and communicated by the Company to the Designated Financial Institution), including, without limitation, reductions in value corresponding to the costs to the Company or the Escrow Agent of any additional requirements imposed by a potential purchaser as conditions to proceeding with the sale, and (III) market data obtained by the Designated Financial Institution (or obtained by the Company and communicated by the Company to the Designated Financial Institution) and (y) all contributions made pursuant to this Section 3(a)(ii) shall be allocated between the Pension Plans by the Designated Financial Institution in its sole discretion so as to preserve fully the ability of the Company under all applicable law to receive and make use of the credits towards required minimum funding obligations set forth in this Consent.

(iii)    The values of either the Installment Interests or the proceeds of a sale thereof as set forth above may be credited towards required minimum funding obligations for either Pension Plan; provided , however , that notwithstanding the foregoing, (A) no such values may be credited towards any required minimum funding obligations for either Pension Plan with a due date before September 15, 2017, (B) the amount that may be credited as of the Contribution Date in 2017 towards required quarterly minimum funding obligations due September 15, 2017 and December 15, 2017 for the plan year beginning December 1, 2016, is the lesser of (1) the value at the Contribution Date of the first Installment Interest or the proceeds of a sale thereof, and (2) 33-1/3% of the value of the Deferred Purchase Price Payment at the Contribution Date in 2017, but calculated using the same methodologies and implicit single discount rate determined assuming the Deferred Purchase Price Payment at Closing is $215,000,000; (C) the amount that may be credited as of the Contribution Date in 2018 towards the required quarterly minimum funding obligations due September 15, 2018 and December 15, 2018 for the plan year beginning December 1, 2017, shall be an amount equal to the entirety of the contributed proceeds of the sale of the second Installment Interest (in the case of a sale) or 33-1/3% of the value of the Deferred Purchase Price Payment on the 2018 Contribution Date (in the case of an assignment); provided that, if the Company elected to create a prefunding balance (as defined in 26 U.S.C. Section 430(f)(6)) for either Pension Plan attributable to the excess, if any, of 3(a)(v)(B)(1) over 3(a)(v)(B)(2)), then the Company may also elect (in accordance with all other applicable requirements for such election) to apply the prefunding balance attributable to such excess against the required quarterly minimum funding obligations due September 15, 2018 and December 15, 2018; (D) the amount that may be credited as of the Contribution Date in 2019 towards required quarterly minimum funding obligations due September 15, 2019 and December 15, 2019 for the plan year beginning December 1, 2018, shall be in an amount equal to the entirety of the contributed proceeds of the sale of the third Installment Interest (in the case of a sale) or 33-1/3% of the value of the Deferred Purchase Price Payment on the 2019 Contribution Date (in the case of an assignment).

(iv)    Furthermore, upon the occurrence of a Springing Lien Event, the Escrow Agent shall automatically, immediately and irrevocably assign any remaining Installment Interests to the Pension Plans, whether in-kind or as otherwise necessary (e.g., cash proceeds thereof), so as to effect a pro rata allocation of the aggregate value of such remaining Installment Interests between the Pension Plans based on PBGC’s then current estimates of the relative underfunding of the Pension Plans on a termination basis. The Company hereby represents, warrants and covenants that, except for Schedule 3(b) Permitted Liens (as defined below), it has not Pledged and will not Pledge or otherwise hypothecate in any way the Deferred Purchase Price Payment or any Installment Interest to any other person or entity;

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(b)    Concurrently with the Closing, the Company shall grant, pursuant to the Security Agreement, to PBGC as further security for the Secured Obligations and all Pension Plan contributions required by this Consent or law, a lien (senior in priority to all liens other than “Permitted Liens” as set forth on Schedule 3(b ) hereof (the “ Schedule 3(b) Permitted Liens ”)) on, and security interest in, all of the Company’s right, title and interest in and to (i) the First Contingent Payment, (ii) each Quarterly Contingent Payment and (iii) all proceeds in any form and whenever arising of any of the foregoing set forth in Clauses (i)  and (ii) including, without limitation, any proceeds of proceeds (all of the foregoing, the “ Royalty Collateral ”). For so long as there exists any UBL with respect to either Pension Plan, all payments and proceeds contemplated in this Section 3(b) shall be paid and deposited directly by Stanley into the Pension Plans on behalf of the Company (each such deposit, a “ Royalty Contribution ”). The Company shall determine at any one or more times, in its sole discretion, the percentage allocation of each Royalty Contribution into each Pension Plan. Except as provided in the next sentence, the entirety of such Royalty Contribution into each Pension Plan (a “ Contingent Payment Contribution ”) shall be in addition to any minimum required contribution under 26 U.S.C. § 430 for the plan year for which the Contingent Payment Contribution is made to such Pension Plan and the Company shall not at any time elect under 26 U.S.C. § 430(f)(6)(B) to create or to increase any prefunding balance (as defined in 26 U.S.C. § 430(f)(6)) of either Pension Plan by using all or part of any Contingent Payment Contribution, or all or any portion of any excess described in 26 U.S.C. § 430(f)(6)(B) that is directly or indirectly attributable to any Contingent Payment Contribution, it being understood and agreed that such election prohibition is continuing and will survive termination of the PPPFA. Notwithstanding the foregoing, if either (A) the Pension Plans treated in the aggregate have a funding percentage (determined on a Termination Basis) equal to or greater than eighty percent (80%) (disregarding any overfunding on a Termination Basis of either Pension Plan) at the time of any Royalty Contribution or (B) a Royalty Contribution occurs on or after the fifth anniversary of the date of this Consent, then the resulting Contingent Payment Contribution(s) to any Pension Plan(s) may be credited towards any minimum required contribution or used to create or to increase any prefunding balance. The Company hereby represents, warrants and covenants that, except for Schedule 3(b) Permitted Liens, it has not Pledged and will not Pledge or otherwise hypothecate in any way any of its right, title or interest in or to any Royalty Collateral to any other person or entity. At such time as there no longer exists any UBL with respect to either Pension Plan, PBGC shall deliver with the Company a joint notice to Stanley directing Stanley to deposit all payments and proceeds contemplated in this Section 3(b) in accordance with instructions delivered by the Company (acting in its sole discretion). For the avoidance of doubt, the Company expressly acknowledges and agrees that PBGC’s liens on the Royalty Collateral shall survive and not be impaired by the occurrence of a Springing Lien Event or any consequences thereof (including, without limitation, the dissolution, reorganization, or liquidation of the Company);

(c)    (i) The Company shall use commercially reasonable efforts to, promptly following the Closing of the Craftsman Transaction but in no event greater than 60 days thereafter (the “ Outside Date ”), grant or cause any applicable Subsidiary to grant (in each case, pursuant to a security agreement and/or mortgages reasonably acceptable to each of PBGC and the Company) to PBGC, as security for minimum required contributions to the Pension

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Plans with due dates on or before December 31, 2019, and for Secured Obligations in the event that either Pension Plan terminates with a termination date under 29 U.S.C. §1348 that is on or before December 31, 2019, a lien and mortgage (senior in priority to all liens other than those permitted liens as set forth on Schedule 3(c) hereof (the “ Schedule 3(c) Permitted Liens ”)) on and security interest in all of the Company’s and each such Subsidiary’s right, title and interest in and to (A) real property assets (including, without limitation, the Company’s Kent, WA store, unless such property is subject to Liens other than Schedule 3(c) Permitted Liens) with an aggregate fair market value of at least $100,000,000 (the “ Lien Threshold ”) (with any store that is currently closed or that the Company plans to close prior to April 1, 2018 appraised on a dark store basis) in the aggregate and (B) all proceeds in any form and whenever arising of any of the foregoing set forth in Clause (A) , including, without limitation, any proceeds of proceeds (but excluding, for the avoidance of doubt, proceeds of operations at any real property included in the foregoing) (the “ Residual 2019 Contribution Liens ”); provided the Company may (but, so long as the Company has used, and continues to use, commercially reasonable efforts to grant Residual 2019 Contribution Liens on real property assets with an aggregate fair market value of at least the Lien Threshold, shall not be required to, but immediately upon ceasing to use such efforts, shall be required to) deliver irrevocable standby letters of credit in form and substance reasonably acceptable to PBGC in place of granting Residual 2019 Contribution Liens (“ Residual 2019 Contribution LCs ”).

(ii)    For the avoidance of doubt, if either Pension Plan is terminated with a termination date under 29 U.S.C. §1348 that is on or before December 31, 2019, the Residual 2019 Contribution Liens shall also secure the Secured Obligations. The Company shall at its sole expense: (A )  pay all filing and recording fees necessary to perfect the liens contemplated in this Section 3(c) ; (B) prior to the date on which the applicable Residual 2019 Contribution Lien is granted, for each of the real property assets subject to such lien, provide PBGC with a title report that is reasonably satisfactory to PBGC in that it shows no liens other than the Schedule 3(c) Permitted Liens; and (C) prior to the date on which each applicable Residual 2019 Contribution Lien is granted, provide PBGC with an appraisal by an Approved Appraiser of the real property asset to be subjected to such lien. Notwithstanding the foregoing, (1) until Residual 2019 Contribution Liens have been granted on real property assets and/or Residual 2019 Contribution LCs have been delivered with an aggregate fair market value (or, with respect to Residual 2019 Contribution LCs, aggregate face amount) of at least the Lien Threshold (the “ 2019 Lien Condition ”), the RE Subsidiaries shall not be permitted to sell or transfer any REMIC Properties pursuant to Section 3.05(a) of the PPPFA (provided that, if the Company shall fail to use commercially reasonable efforts to cause the 2019 Lien Condition to be satisfied by the Outside Date, the Company shall at no time after the date hereof be permitted to sell or transfer any REMIC Properties pursuant to Section 3.05(a) of the PPPFA) and (2) within three (3) Business Days after the Closing of the Craftsman Transaction, the Company shall cause to be delivered to PBGC one or more irrevocable standby letters of credit, in form and substance reasonably acceptable to PBGC, with an aggregate face amount equal to $15,000,000.00 naming PBGC as a beneficiary and issued by a U.S. national bank selected by the Company and reasonably acceptable to PBGC (the “ Security LCs ”).

(iii)    PBGC shall not be permitted to draw on the Security LCs unless either (A) either of the conditions in Section 6.08(a)(1) and 6.08(a)(2) of the PPPFA is satisfied or (B) the date of such draw is less than ten (10) Business Days from the expiration date of the

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Security LCs (as such date may have been extended). PBGC shall retain all proceeds of any draw on the Security LCs in a segregated account and not apply them for any purpose; provided , however , that upon satisfaction of the condition set forth in Clause (A)  of the immediately preceding sentence, PBGC may apply such proceeds to the payment of Secured Obligations. PBGC and the Company agree that (so long as the condition set forth in Clause (A)  of the second preceding sentence has not been satisfied) (1) PBGC and the Company shall promptly cause the face amount of the Security LCs to be reduced to $10,000,000.00 (or, if PBGC has already drawn on the Security LCs on such date, shall promptly return to the Company any proceeds of any such draw until the amount of draw proceeds retained by PBGC, together with any undrawn face amount, is no more than $10,000,000.00) at such time as Residual 2019 Contribution Liens shall have been granted on real property assets and/or Residual 2019 Contribution LCs have been delivered with an aggregate fair market value (or, with respect to Residual 2019 Contribution LCs, aggregate face amount) of at least $80,000,000.00 and (2) PBGC shall promptly surrender the Security LCs to the issuer thereof and cause the Security LCs to be cancelled (and, if PBGC has already drawn on the Security LCs on such date, shall promptly return to the Company any proceeds of any such draw) at such time as the 2019 Lien Condition is satisfied.

(iv)    The Company shall give the highest priority to the grant of mortgages on the Kent, WA and City of Industry, CA properties by promptly ordering title reports and using commercially reasonable efforts to finalize all related mortgage documentation as soon as reasonably practicable after the date hereof. For the avoidance of doubt, each of the Company and PBGC hereby acknowledges and agrees that (A) PBGC’s rights to the Security LCs as set forth in this Section 3(c) (including, without limitation, its right to draw thereon and hold and/or dispose of proceeds as provided herein) are in addition to, and not in lieu of PBGC’s rights to the Residual 2019 Contribution Lien and (B) notwithstanding such rights to and under the Security LCs, (1) irreparable injury would occur for which monetary damages would not be an adequate remedy in the event the Company fails to timely perform its agreements and covenants respecting the Residual 2019 Contribution Liens in accordance with the terms of this Consent, and (2) PBGC shall be entitled to specific performance in such event (in addition to its rights respecting the Security LCs and any other remedy under the PPPFA Transaction Documents or at law or in equity); provided that nothing in this Clause (B)  shall prohibit the Company from delivering Residual 2019 Contribution LCs in accordance with the terms of this Section 3(c) in order to satisfy its obligations under this Section 3(c) .

(d)    Concurrently with the Closing, the Company shall have caused (i) REMIC Counsel to provide to PBGC a bring-down opinion reasonably acceptable to PBGC that the amendments to the PPPFA contemplated by this Consent and the consummation of the transactions contemplated by such amendments and this Consent do not cause REMIC Counsel to alter or withdraw the RE Bring-Down Opinion and (ii) IP Subsidiary Counsel to provide to PBGC a bring-down opinion reasonably acceptable to PBGC that the amendments to the PPPFA contemplated by this Consent and the consummation of the transactions contemplated by such amendments and this Consent do not cause IP Subsidiary Counsel to alter or withdraw the IP Bring-Down Opinion.

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4.     Conditions Precedent to Consent . Subject to its terms, this Consent shall become effective on the first date on which each of the following shall have occurred: (i) execution and delivery hereof (or counterparts hereof) by each of the Company, the other Sears Parties and PBGC; (ii) the Consideration transactions as set forth in Sections 3(a) , 3(b) and 3(d) (including, without limitation, the Stanley Side Letter and the Company Side Letter) shall be effectuated; and (iii) in the event Clauses (i)  and (ii) of this paragraph have been satisfied, no Springing Lien Event shall have then occurred (such first date being the “ Effective Date ”).

5.     Miscellaneous .

(a)    This Consent shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

(b)    This Consent may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Consent by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Consent.

(c)    This Consent shall be governed by and construed and enforced in accordance with the laws of the State of New York (excluding any conflicts-of-law rule or principle that might refer same to the laws of another jurisdiction). The terms of Sections 11.02 and 11.04 of the PPPFA are incorporated herein by reference, with any necessary conforming change, and the Parties agree to such terms; provided , however , that notwithstanding anything to the contrary in the PPPFA or this Consent, Section 11.12 of the PPPFA shall not apply to this Consent.

(d)    This Consent shall not be altered, amended, changed or modified in any respect or particular unless each such alteration, amendment, change or modification is made in accordance with the terms and provisions of Section 11.06 of the PPPFA. After giving effect to this Consent, except as expressly set forth herein, each PPPFA Transaction Document as amended hereby shall be and remain in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. The execution, delivery, and performance of this Consent shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of PBGC under any PPPFA Transaction Document.

(e)    This Consent is a PPPFA Transaction Document. The Company and each other Sears Party hereby expressly reaffirms that, except as expressly set forth herein, (i) it is bound by all terms of the PPPFA and the other PPPFA Transaction Documents (each as amended hereby) applicable to it and (ii) it is responsible for the observance and full performance of its respective obligations thereunder.

(f)    It is expressly understood and agreed by the parties hereto that (a) this Consent is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as trustee of the SRC Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the SRC Trust, SRC R.E. and SRC Holdings is made and intended not as

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personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the SRC Trust, SRC R.E. and SRC Holdings, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto, (d) U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the SRC Trust, SRC R.E. and SRC Holdings in this Consent and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the SRC Trust, SRC R.E. or SRC Holdings or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the SRC Trust, SRC R.E. or SRC Holdings under this Consent or any other related document.

6.     Notice . The Company agrees to provide PBGC with at least ten (10) days written notice in advance of the effective date of any of the following events involving either Pension Plan:

(a)    a plan merger or spinoff (other than a de minimis plan merger or spinoff);

(b)    a plan consolidation;

(c)    any plan amendment to any Pension Plan; or

(d)    a purchase of irrevocable commitments from one or more insurers with respect to either of the Pension Plans.

7.     Additional Agreements .

(a)    The Company irrevocably acknowledges and agrees that: (i) it will not, without the prior written consent of PBGC, in any way modify or amend (or permit or otherwise consent to such modification or amendment to) either (A) the PSA or any other PSA Transaction Document in any manner adverse to any Pension Plan or PBGC (whether as to timing, amount, form of payment or otherwise) with respect to Stanley’s payment obligations under the PSA in respect of the Deferred Purchase Price Payment, the First Contingent Payment or any Quarterly Contingent Payment or (B) the terms and conditions of such payment obligations; (ii) PBGC is an intended third party beneficiary of the PSA and the other PSA Transaction Documents as pertaining to the Deferred Purchase Price Payment, the First Contingent Payment and the Quarterly Contingent Payment provisions; (iii) any purported modification or amendment to the PSA or any other PSA Transaction Document in violation of Clause (i) of this Paragraph shall be void ab initio and without effect; and (iv) PBGC shall have the right to specific performance pursuant to Section 7(c) hereof to enforce Clauses (i) and (ii) of this Section 7(a) and, without limiting the foregoing, shall be entitled to a judgment annulling (or declaring void ab initio) any purported amendment in violation of either or both such clauses.

(b)    The Company irrevocably acknowledges and agrees that (a) the terms of this Section 7 are hereby incorporated into the PSA (as in effect on the date hereof) and each other PSA Transaction Document (as in effect on the date hereof), (b) the PSA (as in effect on the date hereof) and each other PSA Transaction Document (as in effect on the date hereof) is

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hereby amended by virtue of such incorporation, (c) in the event of any inconsistency between any terms of this Section 7 and any terms of the PSA or any other PSA Transaction Document, the terms of this Section 7 shall govern, and (d) notwithstanding anything to the contrary in the PSA or any other PSA Transaction Document and notwithstanding such incorporation, under no circumstance whatsoever does PBGC or any Pension Plan have or will any of them have any duties, obligations or liability under the PSA or any other PSA Transaction Document.

(c)    Each of the Company and PBGC hereby acknowledges and agrees that irreparable injury would occur for which monetary damages would not be an adequate remedy in the event it fails to perform its agreements and covenants set forth in this Section 7, including its failure to take all actions necessary to consummate any transactions contemplated by this Section 7, in accordance with the terms hereof, and that each of the Company and PBGC (to the extent permitted by law) shall be entitled to specific performance in such event (in addition to any other remedy hereunder, under any other PPPFA Transaction Document, at law or in equity).

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

[SIGNATURE PAGE TO CONSENT]

[SIGNATURE PAGE TO CONSENT]

[SIGNATURE PAGE TO CONSENT]

[SIGNATURE PAGE TO CONSENT]

[SIGNATURE PAGE TO CONSENT]

[SIGNATURE PAGE TO CONSENT]

Exhibit A

Transaction Documents

1.    Purchase and Sale Agreement, dated as of January 5, 2017, between Sears Holdings Corporation and Stanley Black & Decker, Inc.

2.    Acquired IP License Agreement, between Sears Holdings Corporation and Stanley Black & Decker, Inc.

3.    Transition Services Agreement, between Sears Holdings Management Corporation and Stanley Black & Decker, Inc.

4.    Bill of Sale, Assignment and Assumption Agreement, among Sears Holdings Corporation, certain subsidiaries thereof and Black & Decker (U.S.) Inc.

5.    Intellecutal Property Assignment, among Sears Holdings Corporation, certain subsidiaries thereof, Black & Decker, Inc., Stanley Black & Decker, Inc. and Black & Decker (U.S.) Inc.

6.    Officer’s Certificate of Sears Holdings Corporation

7.    Officer’s Certificate of Stanley Black & Decker, Inc.

8.    Statement of Estimated Net Working Capital

9.    Certificates of Non-Foreign Status of Sears Holdings Corporation, Sears Brands Business Unit Corporation, Sears Brands Management Corporation, Sears Holdings Management Corporation and Sears, Roebuck and Co.

All references to any agreement on this schedules shall include a references to all annexes, exhibits and schedules thereto.

Exhibit C

Escrow Agreement

To be reasonably agreed by the Company and PBGC.

Exhibit 10-B

Remaining IP Assets

See attached.

Image

Country

MarkName

Status

Substatus

Application Number

Application Date

Registration Number

Registration Date

Client

Owner

Business Unit

Case Type

Filing Type

Classes

ClassesAndGoods

United States

KENMORE

REGISTERED

ISSUED

71/539906

11/02/1947

517739

11/22/1949

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: COOKING STOVES, WHICH OPERATE WITH GAS

United States

KENMORE (Stylized) (v3)

REGISTERED

ISSUED

71/550618

02/27/1948

522973

03/28/1950

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|008|011

007: Electrical goods, namely, vacuum cleaners and parts, food mixers, and food blenders;008: Eletrical goods, namely, irons;011: Electrical goods, namely, ranges, toasters, broilers and grills

United States

DIE HARD

REGISTERED

ISSUED

72/286556

12/09/1967

858218

10/08/1968

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: AUTOMOBILE STORAGE BATTERY

United States

KENMORE

REGISTERED

ISSUED

73/158384

02/14/1978

1102052

09/12/1978

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: FREEZERS, REFRIGERATORS, AIR CONDITIONERS AND DEHUMIDIFIERS

United States

KENMORE

REGISTERED

ISSUED

73/414682

02/24/1983

1275031

04/24/1984

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: WATER HEATERS, WATER SOFTENERS (updated 4/8/14)

United States

KENMORE

REGISTERED

ISSUED

73/427663

05/27/1983

1282358

06/19/1984

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: Non-Coin Operated Refrigerated Beer Dispenser and Compact Refrigerators

United States

KENMORE

REGISTERED

ISSUED

73/793846

04/18/1989

1569518

12/05/1989

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: AIR COOLING APPARATUS, NAMELY EVAPORATIVE COOLERS

United States

KENMORE

REGISTERED

ISSUED

74/072622

06/26/1990

1641183

04/16/1991

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: microwave ovens

United States

DIEHARD

REGISTERED

ISSUED

74/099621

09/22/1990

1696168

06/23/1992

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

025

025: hats

United States

KENMORE

REGISTERED

ISSUED

74/194190

08/14/1991

1695957

06/23/1992

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: humidifiers

United States

DIEHARD

REGISTERED

ISSUED

74/333603

11/24/1992

1781544

07/13/1993

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

025

025: footwear

United States

KENMORE (STYLIZED WITH ARC)

REGISTERED

ISSUED

75/346404

08/26/1997

2227561

03/02/1999

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|009|011

007: electric sewing machines; non-power sewing machines; dish washing machines; garbage disposals; electric washing machines for clothes; electric clothes dryers; gas clothes dryers;009: vacuum cleaners and parts thereof; electric irons; flat irons; steam irons;011: barbecue grills; electric ranges; range hoods; domestic cooking ovens; commercial cooking ovens; ceiling fans; freezers; refrigerators, air conditioners, dehumidifiers, gas water heaters for domestic use; electric water heaters for domestic use; water softening units for domestic use; compact refrigerators; microwave ovens; humidifiers; household air cleaners; furnaces; central air conditioners; water purification units

United States

DIEHARD

REGISTERED

ISSUED

75/525906

07/28/1998

2276072

09/07/1999

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: batteries for motorcycles, tractors, marine equipment, namely boats and battery chargers

United States

KENMORE ELITE & DESIGN

REGISTERED

ISSUED

75/679754

04/13/1999

2414684

12/19/2000

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|011

007: Home appliances, namely, dishwashers, clothes washing machines, and garbage disposals;011: Home appliances, namely, domestic and commercial cooking ovens, microwave ovens for cooking, freezers, refrigerators, gas and electric stoves, gas and electric ranges, and gas and electric cooktops

United States

KENMORE

REGISTERED

ISSUED

76/105205

08/09/2000

2475811

08/07/2001

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: REPAIR AND REPLACEMENT PARTS FOR HOME APPLIANCES, NAMELY, ELECTRIC CLOTHES DRYERS, GAS CLOTHES DRYERS, DOMESTIC AND COMMERCIAL COOKING OVENS, MICROWAVE OVENS FOR COOKING, FREEZERS, REFRIGERATORS, GAS AND ELECTRIC STOVES, GAS AND ELECTRIC RANGES, AND GAS AND ELECTRIC COOKTOPS

United States

DIEHARD (Stylized)

REGISTERED

ISSUED

76/346448

12/08/2001

2628203

10/01/2002

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

025

025: Clothing, namely, hats and work boots

United States

DIEHARD (Stylized)

REGISTERED

ISSUED

76/346449

12/08/2001

2677217

01/21/2003

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Batteries, namely batteries for motorcycles, tractors, wheel chairs, marine equipment, namely boats, and battery chargers

United States

DIEHARD PLATINUM

REGISTERED

ISSUED

77/012884

10/04/2006

3412083

04/15/2008

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Automotive batteries

United States

DIEHARD PLATINUM

REGISTERED

ISSUED

77/013360

10/05/2006

3828624

08/03/2010

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Batteries

United States

KENMORE PRO

REGISTERED

ISSUED

77/149703

04/06/2007

3470307

07/22/2008

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|011

007: Dishwashers, clothes washing machines, garbage disposals;011: domestic cooking ovens, commercial cooking ovens, microwave ovens for cooking, freezers, refrigerators, gas stoves, electric stoves, gas ranges, electric ranges, gas cooktops, electric cooktops

United States

DIEHARD

REGISTERED

ISSUED

77/156285

04/14/2007

3355910

12/18/2007

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: batteries, namely, rechargeable batteries; battery charger stations (updated 6/23/14)

United States

KENMORE (Stylized with Square and Waves Design)

REGISTERED

ISSUED

77/503363

06/20/2008

3944713

04/12/2011

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|011|021

007: Dishwashing machines; washing machines for clothes; electric clothes washing machines; electric sewing machines; non-power sewing machines; coin operated clothes washing machines; and small kitchen appliances, namely, electric food blenders, electric food processors, electric mixers, electric can openers; repair and replacement parts for dishwashers and washing machines for clothes, electric sewing machines, non-power sewing machines, vacuum cleaners and garbage disposals; vacuum cleaners and structural parts therefore; and trash compactors;011: Clothes dryers, domestic and commercial cooking ovens, gas and electric stoves; gas and electric ranges; gas and electric cooktops; humidifiers; microwave ovens; air cooling apparatus, namely, evaporative coolers; non-coin operated refrigerated beer dispenser and compact refrigerators; water heating heat pumps; solar powered water heaters; water softener units; combination hot water heater and dispenser for use with a domestic sink; freezers; refrigerators; air conditioners and dehumidifiers; barbecue grills; range hoods; oven range hoods; ceiling fans; gas and electric water heaters for domestic use; household air cleaners; furnaces; water purification units; central air conditioners; replacement filters for water purification systems; icemakers; replacement air filters for use in oven ranges; fitted barbecue grill covers; gas and electric grills; grill accessories, namely, fitted grill covers; refrigeration equipment, namely, wine chillers, cookware, namely, electric tea kettles, griddles and food steamers; repair and replacement parts for home appliances, namely, electric clothes dryers, domestic and commercial cooking ovens, microwave ovens, freezers, refrigerators, gas and electric stoves, gas and electric ranges, and gas and electric cooktops; small kitchen appliances, namely, bread baking machines, toasters and toaster ovens, electric coffee makers, electric slow cookers, electric waffle makers and water coolers;021: Cookware, namely, pots, pans, roasting pans, double boilers and stock pots

United States

KENMORE ELITE & DESIGN (HORIZONTAL)

REGISTERED

ISSUED

77/503373

06/20/2008

3944714

04/12/2011

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|011|021

007: Dishwashing machines; washing machines for clothes; electric clothes washing machines; electric sewing machines; non-power sewing machines; coin operated clothes washing machines; and small kitchen appliances, namely, electric food blenders, electric food processors, electric mixers, electric can openers; repair and replacement parts for dishwashers and washing machines for clothes, electric sewing machines, non-power sewing machines, vacuum cleaners and garbage disposals; vacuum cleaners and structural parts therefor; and trash compactors;011: Clothes dryers, domestic and commercial cooking ovens, gas and electric stoves; gas and electric ranges; gas and electric cooktops; humidifiers; microwave ovens; air cooling apparatus, namely, evaporative coolers; non-coin operated refrigerated beer dispenser and compact refrigerators; water heating heat pumps; solar powered water heaters; water softener units; combination hot water heater and dispenser for use with a domestic sink; freezers; refrigerators; air conditioners and dehumidifiers; barbecue grills; range hoods; oven range hoods; ceiling fans; gas and electric water heaters for domestic use; household air cleaners; furnaces; water purification units; central air conditioners; replacement filters for water purification systems; icemakers; replacement air filters for use in oven ranges; fitted barbecue grill covers; gas and electric grills; grill accessories, namely, fitted grill covers; refrigeration equipment, namely, wine chillers, cookware, namely, electric tea kettles, griddles and food steamers; repair and replacement parts for home appliances, namely, electric clothes dryers, domestic and commercial cooking ovens, microwave ovens, freezers, refrigerators, gas and electric stoves, gas and electric ranges, and gas and electric cooktops; small kitchen appliances, namely, bread baking machines, toasters and toaster ovens, electric coffee makers, electric slow cookers, electric waffle makers and water coolers;021: Cookware, namely, pots, pans, roasting pans, double boilers and stock pots

United States

KENMORE PRO & DESIGN (HORIZONTAL)

REGISTERED

ISSUED

77/503381

06/20/2008

4210288

09/18/2012

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

007|011

007: Dishwashing machines; repair and replacement parts for dishwashers (updated 9/24/12);011: Domestic and commercial cooking ovens, gas and electric stoves; gas and electric ranges; gas and electric cooktops; refrigerators; range hoods, oven range hoods; repair and replacement parts for home appliances, namely, domestic and commercial cooking ovens, refrigerators, gas and electric stoves, gas and electric ranges, and gas and electric cooktops (updated 9/24/12)

United States

LIFE DEMANDS DIEHARD

REGISTERED

ISSUED

77/745828

05/28/2009

4115308

03/20/2012

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

035

035: Retail store services featuring batteries and automotive parts; distributorship services featuring batteries and automotive parts

United States

KENMOREMIX!

REGISTERED

ISSUED

77/767388

06/25/2009

4091388

01/24/2012

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007

007: Home appliances, namely, mixers

United States

DIEHARD

REGISTERED

ISSUED

77/840248

10/03/2009

3875643

11/16/2010

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: inverters, battery chargers, portable battery chargers, portable battery chargers with jump start cables; battery jump starters; portable power supplies

United States

LIFE DEMANDS DIEHARD

REGISTERED

ISSUED

77/982539

05/28/2009

4050077

11/01/2011

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Batteries, automotive batteries, vehicle battery jump starters, mobile power inverters, battery charging devices, battery chargers

United States

DIEHARD EXPRESS

REGISTERED

ISSUED

78/274510

07/15/2003

2939673

04/12/2005

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

037

037: Automotive repair and maintenance services

United States

DIEHARD GOLD

REGISTERED

ISSUED

78/298757

09/10/2003

2881737

09/07/2004

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: BATTERIES

-24-

Image

Country

MarkName

Status

Substatus

Application Number

Application Date

Registration Number

Registration Date

Client

Owner

Business Unit

Case Type

Filing Type

Classes

ClassesAndGoods

United States

KENMORE

REGISTERED

ISSUED

78/314699

10/16/2003

2913066

12/21/2004

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|009

007: VACUUM CLEANERS AND STRUCTURAL PARTS THEREFOR;009: Electric irons; flat irons; steam irons

United States

KENMORE

REGISTERED

ISSUED

78/314709

10/16/2003

2893535

10/12/2004

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

011

011: Repair and replacement parts for home appliances, namely, electric clothes dryers, gas clothes dryers, domestic and commercial cooking ovens, microwave ovens, freezers, refrigerators, gas and electric stoves, gas and electric ranges, and gas and electric cooktops; humidifiers; microwave ovens; air cooling apparatus, namely, evaporative coolers; non-coin operated refrigerated beer dispenser and compact refrigerators; water heaters; water heating heat pumps; water softeners; combination hot water heater and dispenser for use with a domestic sink; freezers; refrigerators; air conditioners and dehumidifiers; barbeque grills; range hoods; oven range hoods; gas and electric water heaters for domestic use; household air cleaners; furnaces; water purification units; central air conditioners; replacement filters for water purification systems; icemakers; replacement air filters for use in oven ranges; barbeque grill covers; trash compactors

United States

KENMORE

REGISTERED

ISSUED

78/317721

10/23/2003

2941746

04/19/2005

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007

007: Repair and replacement parts for dishwashers and washing machines  for clothes; electric clothes washing machines; electric sewing machines; dishwashing machines; garbage disposals; and coin operated washing machines (updated 4/17/15)

United States

DIEHARD

REGISTERED

ISSUED

78/317729

10/23/2003

2895818

10/19/2004

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Batteries, namely, batteries for vehicles, motorcycles, tractors, wheel chairs,marine equipment, namely, boats; alkaline and electric batteries; and booster cables

United States

DIEHARD DUTY

REGISTERED

ISSUED

78/494833

10/05/2004

3096741

05/23/2006

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

025

025: FOOTWEAR

United States

MY FIRST KENMORE

REGISTERED

ISSUED

78/558874

02/03/2005

3160548

10/17/2006

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

028

028: Toy household appliances

United States

KENMORE LIVE STUDIO

REGISTERED

ISSUED

85/255940

03/03/2011

4124231

04/10/2012

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

035|038|041

035: Entertainment services, namely, providing product demonstrations relating to home appliances, laundry appliances, large and small kitchen appliances, grills and smokers, cookware and bakeware, kitchen tools and utensils, floorcare products, sewing machines, air conditioners and purifiers, water heaters, and water softeners and filtration systems;038: streaming of audio, visual and audiovisual material on the Internet;041: entertainment services, namely, providing podcasts and video podcasts relating to home appliances, laundry appliances, large and small kitchen appliances, grills and smokers, cookware and bakeware, kitchen tools and utensils, floorcare products, sewing machines, air conditioners and purifiers, water heaters, and water softeners and filtration systems

United States

KENMORE

REGISTERED

ISSUED

85/255981

03/03/2011

4268827

01/01/2013

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

038

038: streaming of audio, visual and audiovisual material on the Internet

United States

KENMORE

REGISTERED

ISSUED

85/255996

03/03/2011

4268828

01/01/2013

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

035|041

035: Entertainment services, namely, providing product demonstrations relating to home appliances, large and small kitchen appliances, grills and smokers, cookware and bakeware, kitchen tools and utensils;041: entertainment services, namely, providing podcasts and video podcasts relating to home appliances, large and small kitchen appliances, grills and smokers, cookware and bakeware, kitchen tools and utensils

United States

DIEHARD

REGISTERED

ISSUED

85/428966

09/23/2011

4219293

10/02/2012

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

011

011: Flashlights

United States

DIEHARD

REGISTERED

ISSUED

85/432784

09/28/2011

4515044

04/15/2014

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

011

011: Light bulbs (updated 3/13/14)

United States

KENMORE

REGISTERED

ISSUED

85/746809

10/05/2012

5054844

10/04/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Electronics and electronic products, namely, televisions (updated 10/13/16)

United States

KENMORE CONNECT

REGISTERED

ISSUED

85/977403

06/11/2010

4277352

01/15/2013

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

007|011|042

007: Component feature sold as an integral part of clothes washing machines, namely, onboard circuitry, namely, computer hardware and electronic transmitters which provide information and data to a customer service facility or network via telephone, Internet or other telecommunication means to enable the provision of diagnostic information and other information or recommendations to appliance owners;011: Component feature sold as an integral part of clothes dryers, refrigerators, namely, onboard circuitry, namely, computer hardware and electronic transmitters which provide information and data to a customer service facility or network via telephone, Internet or other telecommunication means to enable the provision of diagnostic information and other information or recommendations to appliance owners;042: Diagnostic services in the field of household appliances, namely, providing diagnostic information and information or recommendations regarding the operation, maintenance or repair of such appliances via telephone, Internet or other telecommunication means based on information and data received from customer-owned appliance units

United States

KENMORE CONNECT (Stylized and Design)

REGISTERED

ISSUED

85/977750

10/01/2010

4449169

12/10/2013

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

007|011

007: Component feature of clothes washing machines, namely, onboard circuitry sold as an integral component of the finished products which provides information and data to a customer service facility or network via telephone, Internet or other telecommunication means to enable the provision of diagnostic information and other information or recommendations to appliance owners;011: Component feature of clothes dryers and refrigerators, namely, onboard circuitry sold as an integral component of the finished products which provides information and data to a customer service facility or network via telephone, Internet or other telecommunication means to enable the provision of diagnostic information and other information or recommendations to appliance owners

United States

KENMORE CONNECT and Design

REGISTERED

ISSUED

85/980474

10/02/2010

4549162

06/10/2014

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

042

042: Diagnostic services in the field of household appliances, namely, providing diagnostic information and information or recommendations regarding the operation, maintenance or repair of such appliances via telephone, Internet or other telecommunication means based on information and data received from customer-owned appliance units

United States

KENMORE

FILED

ALLOWED

86/223536

03/17/2014

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

009

009: Thermostats and smart plugs

United States

DIEHARD

REGISTERED

ISSUED

86/591015

04/08/2015

5096263

12/06/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Electrical and electronic connectors, cables, chargers, and adapters for use with computers, digital format audio players, digital audio recorders, digital video recorders and players, telephones, computer peripheral devices, and handheld mobile digital electronic devices capable of providing access to the Internet and for the sending, receiving, and storing of telephone calls, faxes, electronic mail, and other digital data; battery power packs; portable power chargers, cellphone cases (updated 12/12/16)

United States

KENMORE TRUSTED PERFORMANCE

REGISTERED

ISSUED

86/755369

09/14/2015

4945777

04/26/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

035

035: Retail department store services and online retail department store services

United States

KENMORE AC

FILED

ALLOWED

86/822759

11/17/2015

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

009

009: Downloadable software in the nature of a mobile application for enabling users to adjust the settings of their air conditioning units

United States

DIEHARD

REGISTERED

ISSUED

86/822781

11/17/2015

5056166

10/04/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

012

012: Tires

United States

DIEHARD

FILED

PUBLISHED

86/923358

02/29/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

009

009: Wireless speakers; wireless headphones; power strip surge protectors; wireless charging pads for rechargeable equipment; mounts with power for mobile devices in the nature of cameras, tablets and smartphones; mounts without power for mobile devices in the nature of cameras, tablets and smartphones (updated 12/13/16)

United States

KENMORE

FILED

PUBLISHED

86/965240

04/05/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

009|035

009: Handheld electronic devices for receiving and transmitting information regarding potential purchases via a wireless network; computer software enabling receiving and transmitting information regarding potential purchases via a wireless network; Software application for receiving and transmitting information regarding potential purchases via a wireless network;035: Order fulfillment services

United States

KENMORE

REGISTERED

ISSUED

86/976240

03/07/2014

4766063

06/30/2015

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

003

003: Laundry detergents (updated 5/6/15)

United States

KENMORE ELITE

REGISTERED

ISSUED

87/050097

05/25/2016

5059686

10/11/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Televisions

United States

KENMORE ELITE & DESIGN (HORIZONTAL)

REGISTERED

ISSUED

87/050106

05/25/2016

5059687

10/11/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Televisions

United States

KENMORE (Stylized with Square and Waves Design)

REGISTERED

ISSUED

87/050114

05/25/2016

5054802

10/04/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

REGULAR CASE TYPE

NATIONAL CASE

009

009: Televisions

United States

DIEHARD GRANIT

FILED

ALLOWED

87/060767

06/06/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

012

012: Tires

United States

DIEHARD 360° VEHICLE ASSESSMENT

FILED

PENDING

87/180313

09/22/2016

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

037

037: Automotive repair and maintenance services, specifically, a 120 point vehicle inspection

United States

DIEHARD

FILED

PENDING

87/289266

01/04/2017

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

011|012|032|037

011: Vehicle floor mats; headlights;012: Windshield wipers, Unmanned aerial vehicles (UAVs) a/k/a drones;032: Energy drinks;037: Auto service, repair and maintenance services

United States

DIEHARD IRIDIUM

FILED

PENDING

87/307545

01/19/2017

SEARS BRANDS, LLC (02736)

KCD IP, LLC

INTENT TO USE APPLICATION

NATIONAL CASE

009

009: Batteries

-25-

-26-

Schedule 3(b)

Schedule 3(b) Permitted Liens

Schedule 3(c)

Schedule 3(c) Permitted Liens