On June 3, 2019, ESL Investments, Inc. announced that concurrently with the execution of the Merger Agreement between Transform Holdco and the Company, Edward S. Lampert and Sears Hometown and Outlet Stores, Inc. entered into a letter agreement pursuant to which Edward S. Lampert agreed (i) not to, and to cause ESL Investments not to, effect any amendment of the Company’s bylaws or take any other stockholder action that is inconsistent with the terms of the Merger Agreement or that would reasonably be expected to frustrate the transactions contemplated thereby, including an Outlet Sale that meets the requirements set forth in the Merger Agreement, and (ii) upon request of the Company, to take, and cause ESL Investments to take, such action as may be necessary to exempt an Outlet Sale that meets the requirements set forth in the Merger Agreement from the requirements of Section 2.10 of the Company’s bylaws.