Form SC 13D/A SEARS CANADA INC. Filed by: ESL PARTNERS, L.P.

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October 28, 2014 5:21 PM EDT

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�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.�4) *

�

Sears Canada Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

81234D109

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October�26, 2014

(Date of Event which Requires Filing of this Statement)

�

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ��240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.��

�

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See �240.13d-7 for other parties to whom copies are to be sent.

�

^*�	The remainder of this cover page shall be filled out for a reporting person�s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be �filed� for the purpose of Section�18 of the Securities Exchange Act of 1934, as amended (�Act�) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

�


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � ESL Partners, L.P.
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x�� (b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 24,807,223
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 24,807,223
			��	10.	��	Shared Dispositive Power � 20,850,304
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 45,657,527
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 44.8% (1)
14.	�	Type of Reporting Person (See Instructions) � PN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � SPE I Partners, LP
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x�� (b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 830,852
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 830,852
			��	10.	��	Shared Dispositive Power � 0
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 830,852
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 0.8% (1)
14.	�	Type of Reporting Person (See Instructions) � PN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � SPE Master I, LP
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x ��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 1,068,522
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 1,068,522
			��	10.	��	Shared Dispositive Power � 0
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 1,068,522
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 1.0% (1)
14.	�	Type of Reporting Person (See Instructions) � PN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � RBS Partners, L.P.
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x ��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 26,706,597
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 26,706,597
			��	10.	��	Shared Dispositive Power � 20,850,304
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 47,556,901
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 46.7% (1)
14.	�	Type of Reporting Person (See Instructions) � PN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � ESL Institutional Partners, L.P.
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x ��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 8,223
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 8,223
			��	10.	��	Shared Dispositive Power � 0
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 8,223
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 0.0% (1)
14.	�	Type of Reporting Person (See Instructions) � PN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � RBS Investment Management, L.L.C.
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x ��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 8,223
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 8,223
			��	10.	��	Shared Dispositive Power � 0
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 8,223
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 0.0% (1)
14.	�	Type of Reporting Person (See Instructions) � OO

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � CRK Partners, LLC
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 599
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 599
			��	10.	��	Shared Dispositive Power � 0
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 599
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 0.0% (1)
14.	�	Type of Reporting Person (See Instructions) � OO

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � ESL Investments, Inc.
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � Delaware
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 26,715,419
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 26,715,419
			��	10.	��	Shared Dispositive Power � 20,850,304
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 47,565,723
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 46.7% (1)
14.	�	Type of Reporting Person (See Instructions) � CO

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.


CUSIP�No. 81234D109	�

�


��1.�	�	Names of Reporting Persons. � Edward S. Lampert
��2.	�	Check the Appropriate Box if a Member of a Group (See Instructions) � (a)��x ��(b)��
��3.	�	SEC Use Only �
��4.	�	Source of Funds (See Instructions) � OO
��5.	�	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) � �
��6.	�	Citizenship or Place of Organization � United States
Number�of Shares Beneficially Owned�by Each Reporting Person With �			��	��7.�	��	Sole Voting Power � 47,565,723
			��	��8.	��	Shared Voting Power � 0
			��	��9.	��	Sole Dispositive Power � 26,715,419
			��	10.	��	Shared Dispositive Power � 20,850,304
11.	�	Aggregate Amount Beneficially Owned by Each Reporting Person � 47,565,723
12.	�	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) � �
13.	�	Percent of Class Represented by Amount in Row (11) � 46.7% (1)
14.	�	Type of Reporting Person (See Instructions) � IN

�

(1)	Based upon 101,877,662 Shares of the Issuer outstanding as of October�14, 2014, as disclosed in Amendment No.�1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October�15, 2014.

This Amendment No.�4 to Schedule 13D (this �Amendment�) relates to common shares, no par value (the �Shares�), of Sears Canada Inc., a corporation organized under the laws of Canada (the �Issuer�). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (�Partners�), SPE I Partners, LP, a Delaware limited partnership (�SPE I�), SPE Master I, LP, a Delaware limited partnership (�SPE Master I� and, together with SPE I, the �SPEs�), RBS Partners, L.P., a Delaware limited partnership (�RBS�), ESL Institutional Partners, L.P., a Delaware limited partnership (�Institutional�), RBS Investment Management, L.L.C., a Delaware limited liability company (�RBSIM�), CRK Partners, LLC, a Delaware limited liability company (�CRK LLC�), ESL Investments, Inc., a Delaware corporation (�ESL�), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

Item�3. Source and Amount of Funds or Other Consideration.

Item�3 is hereby amended and supplemented as follows:

�Effective on October�26, 2014, in connection with the Rights Offering by Holdings to its stockholders, the SPEs privately sold all 4,434,655 subscription rights they received in the Rights Offering (collectively, the �Acquired Rights�) to both Partners and Mr.�Lampert (together, the �Acquiring Reporting Persons�), at a price of $0.102 per subscription right, the closing price on October�24, 2014. Partners used working capital to privately purchase the Acquired Rights. Mr.�Lampert used personal funds to privately purchase the Acquired Rights. The rights purchase agreements are attached hereto as Exhibits 99.4 � 99.7 and incorporated by reference herein.

On October�27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Shares of the Issuer from Holdings for total cash consideration of $15,825,546.50. Partners used working capital to exercise the Acquired Rights to purchase Shares of the Issuer. Mr.�Lampert used personal funds to exercise the Acquired Rights to purchase Shares of the Issuer.

The Acquiring Reporting Persons also exercised the over-subscription privileges associated with the Acquired Rights to acquire, upon completion of the Rights Offering, additional Shares of the Issuer, but only to the extent that such exercise would result in the Reporting Persons owning no more than 50,438,811 Shares of the Issuer upon completion of the Rights Offering (and, in any event, less than 50.0% of the Shares of the Issuer then outstanding).�

Item�4. Purpose of Transaction.

Item�4 is hereby amended and supplemented as follows:

�The SPEs are liquidating entities and do not make new investments, such as the exercise of subscription rights. Accordingly, on October�26, 2014, the SPEs privately sold all their subscription rights received in the Rights Offering to the Acquiring Reporting Persons.

On October�27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Shares of the Issuer from Holdings.

Item�5. Interest in Securities of the Issuer.

Item�5 is hereby amended and restated in its entirety as follows:

�(a)-(b)�Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section�13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section�13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section�13(d) or 13(g) of the Act or any other purpose, (i)�acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii)�a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of October�28, 2014, the Reporting Persons may be deemed to beneficially own the Shares of the Issuer set forth in the table below.

�

REPORTING PERSON

��

NUMBER OF
SHARES
BENEFICIALLY
OWNED

�

PERCENTAGE
OF
OUTSTANDING
SHARES

�

SOLE�VOTING
POWER

�

SHARED
VOTING
POWER

�

��

SOLE
DISPOSITIVE
POWER

�

SHARED
DISPOSITIVE
POWER

�

ESL Partners, L.P.

��

�

45,657,527

(1)�

�

44.8

%�

�

24,807,223

��

�

��

�

24,807,223

��

�

20,850,304

(1)�

SPE I Partners, LP

��

�

830,852

��

�

0.8

%�

�

830,852

��

�

��

�

830,852

��

�

��

SPE Master I, LP

��

�

1,068,522

��

�

1.0

%�

�

1,068,522

��

�

��

�

1,068,522

��

�

��

RBS Partners, L.P.

��

�

47,556,901

(1)(2)�

�

46.7

%�

�

26,706,597

(2)�

�

��

�

26,706,597

(2)�

�

20,850,304

(1)�

ESL Institutional Partners, L.P.

��

�

8,223

��

�

0.0

%�

�

8,223

��

�

��

�

8,223

��

�

��

RBS Investment Management, L.L.C.

��

�

8,223

(3)�

�

0.0

%�

�

8,223

(3)�

�

��

�

8,223

(3)�

�

��

CRK Partners, LLC

��

�

599

��

�

0.0

%�

�

599

��

�

��

�

599

��

�

��

ESL Investments, Inc.

��

�

47,565,723

(1)(4)�

�

46.7

%�

�

26,715,419

(4)�

�

��

�

26,715,419

(4)�

�

20,850,304

(1)�

Edward S. Lampert

��

�

47,565,723

(1)(5)�

�

46.7

%�

�

47,565,723

(1)(5)�

�

��

�

26,715,419

(5)�

�

20,850,304

(1)�

�

(1)

This number includes 20,850,304 Shares of the Issuer held by Mr.�Lampert. Partners has entered into a Lock-Up Agreement with Mr.�Lampert that restricts the purchase and sale of securities owned by Mr.�Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr.�Lampert. RBS, ESL and Mr.�Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2)

This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I and 1,068,522 Shares of the Issuer held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I and SPE Master I.

(3)	This number includes 8,223 Shares of the Issuer held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.

(4)

This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities owned by, CRK LLC.

(5)

This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. Mr.�Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

�

(c)	Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

�

(d)	Not applicable.

�

(e)	Not applicable.�

Item�6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item�6 is hereby amended and supplemented as follows:

�The information set forth in Item�4 is incorporated by reference into this Item�6.�

Item�7. Material to be Filed as Exhibits.

Item�7 is hereby amended and restated in its entirety as follows:

�The following exhibits are filed as exhibits hereto:

�


Exhibit	��	Description of Exhibit

99.1	��	Letter Agreement, dated June�2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.1 to Schedule 13D filed on November�13, 2012).

99.2	��	Joint Filing Agreement (incorporated by reference to Exhibit 99.2 to Schedule 13D filed on October�3, 2014).

99.3	��	Form of Subscription Rights Certificate (incorporated by reference to Exhibit 99.3 to Schedule 13D filed on October�17, 2014).

99.4	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith).

99.5	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith).

99.6	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith).

99.7	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith).�

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

�


Date: October�28, 2014	�	�	ESL PARTNERS, L.P.

	�	�	By: RBS Partners, L.P., as its general partner

	�	�	By: ESL Investments, Inc., as its general partner

	�	�	By:	�	/s/ Edward S. Lampert
	�	�	Name:	�	Edward S. Lampert
	�	�	Title:	�	Chief Executive Officer

	�	�	SPE I PARTNERS, LP

	�	�	By: RBS Partners, L.P., as its general partner

	�	�	By: ESL Investments, Inc., as its general partner

	�	�	By:	�	/s/ Edward S. Lampert
	�	�	Name:	�	Edward S. Lampert
	�	�	Title:	�	Chief Executive Officer

	�	�	SPE MASTER I, LP

	�	�	By: RBS Partners, L.P., as its general partner

	�	�	By: ESL Investments, Inc., as its general partner

	�	�	By:	�	/s/ Edward S. Lampert
	�	�	Name:	�	Edward S. Lampert
	�	�	Title:	�	Chief Executive Officer

	�	�	RBS PARTNERS, L.P.

	�	�	By: ESL Investments, Inc., as its general partner

	�	�	By:	�	/s/ Edward S. Lampert
	�	�	Name:	�	Edward S. Lampert
	�	�	Title:	�	Chief Executive Officer

	�	�	ESL INSTITUTIONAL PARTNERS, L.P.

	�	�	By: RBS Investment Management, L.L.C., as its general partner

	�	�	By: ESL Investments, Inc., as its manager

	�	�	By:	�	/s/ Edward S. Lampert
	�	�	Name:	�	Edward S. Lampert
	�	�	Title:	�	Chief Executive Officer



�	�	RBS INVESTMENT MANAGEMENT, L.L.C.

�	�	By: ESL Investments, Inc., as its manager

�	�	By:	�	/s/ Edward S. Lampert
�	�	Name:	�	Edward S. Lampert
�	�	Title:	�	Chief Executive Officer

�	�	CRK PARTNERS, LLC

�	�	By: ESL Investments, Inc., as its sole member

�	�	By:	�	/s/ Edward S. Lampert
�	�	Name:	�	Edward S. Lampert
�	�	Title:	�	Chief Executive Officer

�	�	ESL INVESTMENTS, INC.

�	�	By:	�	/s/ Edward S. Lampert
�	�	Name:	�	Edward S. Lampert
�	�	Title:	�	Chief Executive Officer

�	�	EDWARD S. LAMPERT

�	�	By:	�	/s/ Edward S. Lampert

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS CANADA INC.

�

Entity

��

Date of
Transaction

��

Description

of Transaction

��

Shares
Acquired

�

Shares
Disposed

�

Price
Per�Share

�

SPE I Partners, LP

��

10/26/2014

��

Private Sale of Subscription�Rights

��

�

728,699

(1)�

�

0.102

(2)�

SPE Master I, LP

��

10/26/2014

��

Private Sale of Subscription Rights

��

�

937,147

(1)�

�

0.102

(2)�

ESL Partners, L.P.

��

10/26/2014

��

Private Purchase of Subscription Rights

��

�

724,636

(1)�

�

0.102

(2)�

Edward S. Lampert

��

10/26/2014

��

Private Purchase of Subscription Rights

��

�

941,211

(1)�

�

0.102

(2)�

ESL Partners, L.P.

��

10/27/2014

��

Exercise of Acquired Subscription Rights

��

�

724,636

��

�

9.50

��

Edward S. Lampert

��

10/27/2014

��

Exercise�of�Acquired Subscription Rights

��

�

941,211

��

�

9.50

��

�

(1)	Represents Shares of the Issuer that may be acquired upon the exercise of subscription rights to purchase Shares of the Issuer.

(2)	Represents the closing price of the subscription rights to purchase Shares of the Issuer on October�24, 2014.

EXHIBIT INDEX

�


Exhibit	��	Description of Exhibit

99.1	��	Letter Agreement, dated June�2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.1 to Schedule 13D filed on November�13, 2012).

99.2	��	Joint Filing Agreement (incorporated by reference to Exhibit 99.2 to Schedule 13D filed on October�3, 2014).

99.3	��	Form of Subscription Rights Certificate (incorporated by reference to Exhibit 99.3 to Schedule 13D filed on October�17, 2014).

99.4	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith).

99.5	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith).

99.6	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith).

99.7	��	Rights Purchase Agreement, dated as of October�26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith).

Exhibit 99.4

RIGHTS PURCHASE AGREEMENT

This RIGHTS PURCHASE AGREEMENT, dated as of October�26, 2014 (this �Agreement�), is by and between SPE Master I, LP, a limited partnership organized under the laws of the state of Delaware (the �Seller�), and ESL Partners, L.P. (the �Purchaser�). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Seller, dated as of July�31, 2012 (as amended and supplemented to date, the �Partnership Agreement�).

WHEREAS, on October�16, 2014, Sears Holdings Corporation (�Sears�) commenced a rights offering (the �SCC Rights Offering�) of up to 40�million common shares of Sears Canada Inc. (�Sears Canada�), pursuant to which Sears distributed one right (each, an �SCC Right�) for every share of Sears common stock held by Sears shareholders as of the SCC Rights Offering record date, and each such SCC Right entitles its holder to purchase 0.375643 of a common share of Sears Canada at a purchase price of U.S. $9.50 per share;

WHEREAS, pursuant to the terms of the SCC Rights Offering as set forth in the prospectus relating to the SCC Rights Offering, the SCC Rights are transferable;

WHEREAS, as a shareholder of Sears, the Seller has received 2,494,783 SCC Rights (�Seller�s SCC Rights�) in the SCC Rights Offering, and the Seller desires to sell to the Purchaser 1,085,219 of the Seller�s SCC Rights (the �Transferred Rights�);

WHEREAS, the possibility of a sale of the Transferred Rights by the Seller to the Purchaser has been disclosed the limited partners of Purchaser by letter dated September�28, 2014 and such limited partners have consented to the transactions described in such letter, and to the limited partners of the Seller by letter dated October�3, 2014; and

WHEREAS, the purchase price of the Transferred Rights shall be based on the value of the Transferred Rights determined in accordance with Section�1.7 of the Partnership Agreement.

NOW, THEREFORE, in consideration of the premises and mutual benefits, representations, warranties, conditions, covenants and agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as set forth below:

ARTICLE I

PURCHASE AND SALE OF THE TRANSFERRED RIGHTS

Section�1.1 Purchase and Sale of the Transferred Rights. Upon the terms and subject to the conditions set forth herein, following the satisfaction or waiver of all of the conditions set forth in this Agreement, at the Closing, the Seller hereby agrees to grant, sell, assign, transfer and convey to the Purchaser, and the Purchaser hereby agrees to purchase, acquire and accept from the Seller, the Seller�s SCC Rights to be transferred in the Transferred Rights, representing all of Seller�s right, title and interest in such SCC Rights.

Section�1.2 Purchase Price. At the Closing, the Purchaser shall pay in cash $110,692.34 to the Seller in exchange for selling and transferring to the Purchaser all of the Transferred Rights (the �Purchase Price�).

�

Section�1.3 Closing. The closing of the purchase and sale of the Transferred Rights (the �Closing�) shall occur simultaneously with the execution of this Agreement on the date hereof (the �Closing Date�). On the Closing Date, the parties shall make such deliveries as required by Sections 1.3(a) and 1.3(b).

(a) Seller�s Deliverables. At the Closing, the Seller shall deliver to the Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to the Purchaser:

(i) The documentation (such as certificates, if any) representing the Seller�s SCC Rights to be transferred through the Transferred Rights; and

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto.

(b) Purchaser�s Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items:

(i) The Purchase Price owed to the Seller as described in Section�1.2;

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller makes the following representations and warranties to the Purchaser as of the Closing Date:

Section�2.1 Ownership of Seller�s SCC Rights to be Transferred in the Transferred Rights. As of the Closing Date: (a)�the Seller is the sole record and beneficial owner of the Seller�s SCC Rights to be transferred in the Transferred Rights and all rights, obligations and interests appurtenant thereto, and owns such Seller�s SCC Rights free from all taxes, liens, claims, encumbrances and charges; (b)�there are no outstanding rights (including any rights of first offer, rights of first refusal and the like), options, subscriptions or other agreements or commitments restricting the Seller from selling or transferring such Seller�s SCC Rights to the Purchaser; and (c)�the Seller has full power to transfer lawfully such Seller�s SCC Rights owned by the Seller to the Purchaser.

Section�2.2 Authority; Due Execution and Binding Obligation. The Seller has the legal capacity and requisite power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations and to consummate all of the transactions contemplated under the terms of this Agreement. This Agreement has been duly executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors� rights and remedies.

�

Section�2.3 Noncontravention. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby will not (a)�result in a violation of the organizational documents of the Seller, (b)�conflict with, breach, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, understanding or instrument to which the Seller is a party or (c)�result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Seller, except for such conflicts, breaches, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations hereunder.

Section�2.4 Consents. No consent, approval, permit, order, notification or authorization of, or any exemption from registration, declaration or filing with, any person (governmental or private) is required in connection with the execution, delivery and performance by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby.

Section�2.5 Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency or self-regulatory organization or body pending or, to the knowledge of the Seller, threatened against or affecting the Seller that could reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations hereunder.

Section�2.6 Outstanding Amounts. As of the Closing Date, the Seller has paid any and all amounts and charges due and owing to any person with respect to the Seller�s SCC Rights to be Transferred in the Transferred Rights and there are no unpaid amounts or charges claimed to be due to any person from the Seller with respect to such Seller�s SCC Rights.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations and warranties to the Seller as of the Closing Date:

Section�3.1 Authority; Due Execution and Binding Obligation. The Purchaser is a limited partnership duly organized, validly existing and in good standing in the State of Delaware. The Purchaser has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and shall constitute the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors� rights and remedies.

�

decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clause (b)�above, for such conflicts, breaches, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

Section�3.3 Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency or self-regulatory organization or body pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser that could reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

Section�3.4 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the �Act�).

Section�3.5 Access to Information. The Purchaser has had access to or has been furnished with all public filings made by Sears Canada with the Securities and Exchange Commission.

Section�3.6 Transferability.

(a) The Purchaser understands that the Transferred Rights received by the Purchaser from the Seller have not been registered under the Act, and may not be sold or otherwise disposed of except pursuant to an effective registration statement or pursuant to a duly available exemption from such registration requirements. The Purchaser understands the book entries representing any Transferred Rights received by it may have a restrictive legend similar to the one that follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR ANY EXEMPTION THEREFROM.

(b) The Purchaser will be acting only for itself and not as a part of a sale or planned distribution in violation of the Act in making any subsequent offer or sale of any Transferred Rights ultimately received by the Purchaser from the Seller.

ARTICLE IV

MISCELLANEOUS

Section�4.1 Further Assurances. Each party shall use its commercially reasonable efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section�4.2 Governing Law. This Agreement, and any claim hereunder, shall be governed by, and construed in accordance with, the substantive laws of the State of Delaware, without reference to conflict of law principles.

Section�4.3 Headings. The headings of the Articles and Sections are for convenience of reference only and do not affect the interpretation of any of the provisions hereof. A reference in this Agreement to an Article or a Section is to the relevant article, section of (including a section of a Schedule) or Schedule to this Agreement.

�

determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original legal and economic intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the fullest extent possible.

Section�4.5 Binding Effect; Whole Agreement; Amendments and Waivers.

(a) This Agreement contains the entire agreement among the parties relating to the subject matter of this Agreement at the date hereof and supersedes and replaces any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

(b) No amendment to, or waiver of any provision of, this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

Section�4.6 Assignment. No party may, without the prior written consent of the other parties, assign, grant any security interest over, hold on trust or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement.

Section�4.7 Third Party Rights. Except as expressly provided for herein, nothing in this Agreement shall confer any rights upon any Person that is not a party or the successor or permitted assignee of a party to this Agreement.

Section�4.8 Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts and by different parties in separate counterparts. All counterparts constitute one and the same instrument and become effective when one or more counterparts have been signed by each party whose signature is required and delivered to the other parties.

[Remainder of Page Intentionally Left Blank]

�

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers (of if such party is a natural person, such party has duly executed this Agreement), as of the day and year first above written.

�


SELLER:

SPE MASTER I, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

ESL PARTNERS, L.P.

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

[Signature Page to SCC RIGHTS Purchase Agreement - SPE Master Sale to ESL Partners]

ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS

THIS ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS (this �Assignment and Assumption�) is entered into as of this 26th day of October, 2014 by and between SPE Master I, LP, a limited partnership organized under the laws of Delaware (the �Seller�), and ESL Partners, L.P. (the �Purchaser�), pursuant to that certain Rights Purchase Agreement, dated as of October�26, 2014, (the �Purchase Agreement�), between the Seller and the Purchaser. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Purchase Agreement provides for, among other matters, the Purchaser�s purchase from the Seller, and the Seller�s sale to the Purchaser, of 1,085,219 the Seller�s SCC Rights (the �Transferred Rights�).

NOW, THEREFORE, in consideration of the premises and the terms, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

�

The Seller hereby sells, assigns, transfers and delivers to the Purchaser, and the Purchaser hereby assumes, all of the Seller�s rights, title and interest in and to, and obligations and liabilities with respect to, the Transferred Rights, such right, title and interest in and to such the Transferred Rights free and clear of any and all liens, mortgages, claims or other encumbrances.

�

The Seller and the Purchaser hereby agree to execute and deliver to each other any and all documents requested from time to time by the other party as may be reasonably required to carry out the provisions hereof and the transactions contemplated hereby.

�

Each person executing this Assignment and Assumption represents and warrants that he or she is duly authorized and empowered to execute this Assignment and Assumption, and does so solely as the act of and on behalf of the party indicated below.

This Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the Seller, the Purchaser and each of their successors and permitted assigns and shall be subject to the terms and conditions of the Purchase Agreement. In the event of a conflict between any of the terms and provisions hereof and the Purchase Agreement, the Purchase Agreement shall be deemed to control.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be duly executed as of the day and year first above written.

�


SELLER:

SPE MASTER I, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

ESL PARTNERS, L.P.

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

[Signature Page to Assignment and Assumption Agreement � SPE Master Sale to ESL Partners]

Exhibit 99.5

RIGHTS PURCHASE AGREEMENT

This RIGHTS PURCHASE AGREEMENT, dated as of October�26, 2014 (this �Agreement�), is by and between SPE Master I, LP, a limited partnership organized under the laws of the state of Delaware (the �Seller�), and Mr.�Edward�S. Lampert (the �Purchaser�). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Seller, dated as of July�31, 2012 (as amended and supplemented to date, the �Partnership Agreement�).

WHEREAS, pursuant to the terms of the SCC Rights Offering as set forth in the prospectus relating to the SCC Rights Offering, the SCC Rights are transferable;

WHEREAS, as a shareholder of Sears, the Seller has received 2,494,783 SCC Rights (�Seller�s SCC Rights�) in the SCC Rights Offering, and the Seller desires to sell to the Purchaser 1,409,564 of the Seller�s SCC Rights (the �Transferred Rights�);

WHEREAS, such sale of the Transferred Rights to the Purchaser (the �Sale�) would be considered to be a �principal transaction� under the Investment Advisers Act of 1940, as amended, and, pursuant to Section�3.14 of the Partnership Agreement, on October�10, 2014 Limited Partners collectively holding at least 50% + 1 of the aggregate Partnership Percentages of all the Limited Partners consented to the Sale; and

WHEREAS, the purchase price of the Transferred Rights shall be based on the value of the Transferred Rights determined in accordance with Section�1.7 of the Partnership Agreement.

ARTICLE I

PURCHASE AND SALE OF THE TRANSFERRED RIGHTS

�

Section�1.2 Purchase Price. At the Closing, the Purchaser shall pay in cash $143,775.53 to the Seller in exchange for selling and transferring to the Purchaser all of the Transferred Rights (the �Purchase Price�).

(a) Seller�s Deliverables. At the Closing, the Seller shall deliver to the Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to the Purchaser:

(i) The documentation (such as certificates, if any) representing the Seller�s SCC Rights to be transferred through the Transferred Rights; and

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto.

(b) Purchaser�s Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items:

(i) The Purchase Price owed to the Seller as described in Section�1.2;

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller makes the following representations and warranties to the Purchaser as of the Closing Date:

�

Section�2.7 Limited Partner Approval. On October�10, 2014, Limited Partners collectively holding at least 50% + 1 of the aggregate Partnership Percentages of all the Limited Partners provided their consent to the Sale.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations and warranties to the Seller as of the Closing Date:

Section�3.1 Authority; Due Execution and Binding Obligation. The Purchaser has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and shall constitute the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors� rights and remedies.

�

Section�3.2 Noncontravention. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (a)�conflict with, breach, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, understanding or instrument to which the Purchaser is a party or (b)�result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clause (b)�above, for such conflicts, breaches, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

Section�3.4 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the �Act�).

Section�3.5 Access to Information. The Purchaser has had access to or has been furnished with all public filings made by Sears Canada with the Securities and Exchange Commission.

Section�3.6 Transferability.

ARTICLE IV

MISCELLANEOUS

�

Section�4.4 Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original legal and economic intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the fullest extent possible.

Section�4.5 Binding Effect; Whole Agreement; Amendments and Waivers.

(b) No amendment to, or waiver of any provision of, this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

[Remainder of Page Intentionally Left Blank]

�


SELLER:

SPE MASTER I, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

EDWARD S. LAMPERT

/s/ Edward S. Lampert

[Signature Page to SCC RIGHTS Purchase Agreement - SPE Master Sale to GP Distributed Account]

ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS

THIS ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS (this �Assignment and Assumption�) is entered into as of this 26th day of October, 2014 by and between SPE Master I, LP, a limited partnership organized under the laws of Delaware (the �Seller�), and Mr.�Edward�S. Lampert (the �Purchaser�), pursuant to that certain Rights Purchase Agreement, dated as of October�26, 2014, (the �Purchase Agreement�), between the Seller and the Purchaser. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Purchase Agreement provides for, among other matters, the Purchaser�s purchase from the Seller, and the Seller�s sale to the Purchaser, of 1,409,564 the Seller�s SCC Rights (the �Transferred Rights�).

�

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be duly executed as of the day and year first above written.

�


SELLER:

SPE MASTER I, LP

By: RBS Partners, L.P., ��its General Partner
	�		�

	�	��By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive ��Officer
	�		�

PURCHASER:

EDWARD S. LAMPERT

�

[Signature Page to Assignment and Assumption Agreement � SPE Master Sale to GP Distributed Account]

Exhibit 99.6

RIGHTS PURCHASE AGREEMENT

This RIGHTS PURCHASE AGREEMENT, dated as of October�26, 2014 (this �Agreement�), is by and between SPE I Partners, LP, a limited partnership organized under the laws of the state of Delaware (the �Seller�), and ESL Partners, L.P. (the �Purchaser�). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Seller, dated as of July�31, 2012 (as amended and supplemented to date, the �Partnership Agreement�).

WHEREAS, pursuant to the terms of the SCC Rights Offering as set forth in the prospectus relating to the SCC Rights Offering, the SCC Rights are transferable;

WHEREAS, as a shareholder of Sears, the Seller has received 1,939,872 SCC Rights (�Seller�s SCC Rights�) in the SCC Rights Offering, and the Seller desires to sell to the Purchaser 843,836 of the Seller�s SCC Rights (the �Transferred Rights�);

WHEREAS, the purchase price of the Transferred Rights shall be based on the value of the Transferred Rights determined in accordance with Section�1.7 of the Partnership Agreement.

ARTICLE I

PURCHASE AND SALE OF THE TRANSFERRED RIGHTS

Section�1.2 Purchase Price. At the Closing, the Purchaser shall pay in cash $86,071.27 to the Seller in exchange for selling and transferring to the Purchaser all of the Transferred Rights (the �Purchase Price�).

�

(a) Seller�s Deliverables. At the Closing, the Seller shall deliver to the Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to the Purchaser:

(i) The documentation (such as certificates, if any) representing the Seller�s SCC Rights to be transferred through the Transferred Rights; and

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto.

(b) Purchaser�s Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items:

(i) The Purchase Price owed to the Seller as described in Section�1.2;

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller makes the following representations and warranties to the Purchaser as of the Closing Date:

�

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations and warranties to the Seller as of the Closing Date:

�

judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clause (b)�above, for such conflicts, breaches, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

Section�3.4 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the �Act�).

Section�3.5 Access to Information. The Purchaser has had access to or has been furnished with all public filings made by Sears Canada with the Securities and Exchange Commission.

Section�3.6 Transferability.

ARTICLE IV

MISCELLANEOUS

�

the application of such provision to any other Persons or circumstances. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original legal and economic intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the fullest extent possible.

Section�4.5 Binding Effect; Whole Agreement; Amendments and Waivers.

(b) No amendment to, or waiver of any provision of, this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

[Remainder of Page Intentionally Left Blank]

�


SELLER:

SPE I PARTNERS, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

ESL PARTNERS, L.P.

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

[Signature Page to SCC RIGHTS Purchase Agreement - SPE Partners Sale to ESL Partners]

ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS

THIS ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS (this �Assignment and Assumption�) is entered into as of this 26th day of October, 2014 by and between SPE I Partners, LP, a limited partnership organized under the laws of Delaware (the �Seller�), and ESL Partners, L.P. (the �Purchaser�), pursuant to that certain Rights Purchase Agreement, dated as of October�26, 2014, (the �Purchase Agreement�), between the Seller and the Purchaser. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Purchase Agreement provides for, among other matters, the Purchaser�s purchase from the Seller, and the Seller�s sale to the Purchaser, of 843,836 the Seller�s SCC Rights (the �Transferred Rights�).

�

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be duly executed as of the day and year first above written.

�


SELLER:

SPE I PARTNERS, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

ESL PARTNERS, L.P.

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

[Signature Page to Assignment and Assumption Agreement � SPE Partners Sale to ESL Partners]

Exhibit 99.7

RIGHTS PURCHASE AGREEMENT

This RIGHTS PURCHASE AGREEMENT, dated as of October�26, 2014 (this �Agreement�), is by and between SPE I Partners, LP, a limited partnership organized under the laws of the state of Delaware (the �Seller�), and Mr.�Edward�S. Lampert (the �Purchaser�). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Seller, dated as of July�31, 2012 (as amended and supplemented to date, the �Partnership Agreement�).

WHEREAS, pursuant to the terms of the SCC Rights Offering as set forth in the prospectus relating to the SCC Rights Offering, the SCC Rights are transferable;

WHEREAS, as a shareholder of Sears, the Seller has received 1,939,872 SCC Rights (�Seller�s SCC Rights�) in the SCC Rights Offering, and the Seller desires to sell to the Purchaser 1,096,036 of the Seller�s SCC Rights (the �Transferred Rights�);

WHEREAS, the purchase price of the Transferred Rights shall be based on the value of the Transferred Rights determined in accordance with Section�1.7 of the Partnership Agreement.

ARTICLE I

PURCHASE AND SALE OF THE TRANSFERRED RIGHTS

Section�1.1 Purchase and Sale of the Transferred. Upon the terms and subject to the conditions set forth herein, following the satisfaction or waiver of all of the conditions set forth in this Agreement, at the Closing, the Seller hereby agrees to grant, sell, assign, transfer and convey to the Purchaser, and the Purchaser hereby agrees to purchase, acquire and accept from the Seller, the Seller�s SCC Rights to be transferred in the Transferred Rights, representing all of Seller�s right, title and interest in such SCC Rights.

�

Section�1.2 Purchase Price. At the Closing, the Purchaser shall pay in cash $111,795.67 to the Seller in exchange for selling and transferring to the Purchaser all of the Transferred Rights (the �Purchase Price�).

(a) Seller�s Deliverables. At the Closing, the Seller shall deliver to the Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to the Purchaser:

(i) The documentation (such as certificates, if any) representing the Seller�s SCC Rights to be transferred through the Transferred Rights; and

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto.

(b) Purchaser�s Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items:

(i) The Purchase Price owed to the Seller as described in Section�1.2;

(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller makes the following representations and warranties to the Purchaser as of the Closing Date:

�

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations and warranties to the Seller as of the Closing Date:

�

Section�3.4 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the �Act�).

Section�3.5 Access to Information. The Purchaser has had access to or has been furnished with all public filings made by Sears Canada with the Securities and Exchange Commission.

Section�3.6 Transferability.

ARTICLE IV

MISCELLANEOUS

�

Section�4.5 Binding Effect; Whole Agreement; Amendments and Waivers.

(b) No amendment to, or waiver of any provision of, this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

[Remainder of Page Intentionally Left Blank]

�


SELLER:

SPE I PARTNERS, LP

	�	By:	�	RBS Partners, L.P.,
	�		�	its General Partner

	�	By:	�	ESL Investments, Inc.,
	�		�	its General Partner

By:	�	/s/ Edward S. Lampert
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

EDWARD S. LAMPERT

/s/ Edward S. Lampert

[Signature Page to SCC RIGHTS Purchase Agreement - SPE Partners Sale to GP Distributed Account]

ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS

THIS ASSIGNMENT AND ASSUMPTION OF SELLER�S SCC RIGHTS (this �Assignment and Assumption�) is entered into as of this 26th day of October, 2014 by and between SPE I Partners, LP, a limited partnership organized under the laws of Delaware (the �Seller�), and Mr.�Edward�S. Lampert (the �Purchaser�), pursuant to that certain Rights Purchase Agreement, dated as of October�26, 2014, (the �Purchase Agreement�), between the Seller and the Purchaser. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Purchase Agreement provides for, among other matters, the Purchaser�s purchase from the Seller, and the Seller�s sale to the Purchaser, of 1,096,036 the Seller�s SCC Rights (the �Transferred Rights�).

�

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be duly executed as of the day and year first above written.

�


SELLER:

SPE I PARTNERS, LP

By: RBS Partners, L.P.,
	�	��its General Partner

	�	��By: ESL Investments, Inc.,
	�	��its General Partner

By:	�	�
	�	Name: Edward S. Lampert
	�	Title: Chairman and Chief Executive Officer

PURCHASER:

EDWARD S. LAMPERT

�

[Signature Page to Assignment and Assumption Agreement � SPE Partners Sale to GP Distributed Account]

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Form SC 13D/A SEARS CANADA INC. Filed by: ESL PARTNERS, L.P.

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