13D Filing: Fairholme (FAIRX) and Sears Holdings Corp (SHLD)

(a-c, f) This Schedule 13D/A is
being filed jointly by the Reporting Persons. The principal business address of the Reporting Persons is 4400 Biscayne Boulevard,
9th Floor, Miami, Florida 33137.

Mr. Berkowitz controls the sole
member of Fairholme, an investment management firm that serves as the general partner, managing member and investment adviser to
several investment funds, both public and private, including the Fund and separately managed accounts.

(d) Mr. Berkowitz has not, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons
has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

No borrowed funds were used to
purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.