JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 15, 2017 by and among Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest V, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxx X. XxXxxx (collectively, the “Existing Members”) and Engaged Capital Co-Invest V-A, LP (the “New Member”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement, dated as of February 23, 2017 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) seeking representation on the Board of Directors of Rent-A-Center, Inc. at the 2017 Annual Meeting (as defined in the Agreement), (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing; and
WHEREAS, the New Member desires to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Member is joined as a party to the Agreement.
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.
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Engaged Capital Flagship Master Fund, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Co-Invest V, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Flagship Fund, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Flagship Fund, Ltd.
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Director
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Engaged Capital, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Holdings, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Sole Member
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Individually and as attorney-in-fact for Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxx X. XxXxxx
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Engaged Capital Co-Invest V-A, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Founder and Chief Investment Officer
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