1
EXHIBIT 10.8
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000, by and between (i) Xxxxxxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware limited
partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the State of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Partnership"), (ix)
Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), and (xv) the Xxxxxxx Xxxxxx Family Trust #2, a
trust organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"). All terms used herein but not defined herein
shall have the meaning provided in the Stockholders Agreement (as defined
below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, in connection with Xxxxxx'x estate planning, it is currently
contemplated that Xxx. Xxxxxx will acquire a portion of the Xxxxxx Included
Shares from Xxxxxx; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument confirming that the Permitted Transferee agrees to be
bound by the terms of the Stockholders Agreement in the same manner as the
Permitted Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, Xxx. Xxxxxx hereby (i) acknowledges that she has read the Stockholders
Agreement and (ii) agrees to be bound by all the terms and conditions set forth
in the Stockholders Agreement as a Permitted Transferee and a
2
Management Stockholder with respect to all Xxxxxx Included Shares in which she
holds any direct or indirect pecuniary, beneficial or voting interest, including
as an individual, shareholder, trustee, beneficiary or otherwise. Furthermore,
Xxx. Xxxxxx acknowledges that the Xxxxxx Included Shares acquired by her will
contain the legend set forth on Exhibit "A" hereto and the Company covenants to
place such a legend on any Xxxxxx Included Shares that Xxx. Xxxxxx acquires.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and permitted assigns; provided
that neither this Agreement nor any rights or obligations hereunder may be
transferred by Xxx. Xxxxxx except to a Permitted Transferee in accordance with
Section 2.2 of the Stockholders Agreement. This Agreement shall be attached to
and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Xxxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------------
Title: Chief Financial Officer
-----------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
----------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
-----------------------------
Title: Vice President
----------------------------
/s/ J. Xxxxxx Xxxxxx
------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxx Xxx Xxxxxx
------------------------------------------------
Xxxx Xxx Xxxxxx
4
/s/ Xxxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
------------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
------------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
------------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
--------------------------------------------
Name: J. Xxxxxx Xxxxxx
------------------------------------------
Title: President
------------------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------
Name: J. Xxxxxx Xxxxxx
----------------------------------
Title: President
---------------------------------
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
--------------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
5
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
6
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000 by and between (i) the Xxxx Xxxxxx 2000 Grantor Retained Annuity
Trust, a trust organized under the laws of the State of Texas (the "Xxxx Xxxxxx
GRAT"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware limited
partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the State of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Partnership"), (ix)
Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), and (xv) the Xxxxxxx Xxxxxx Family Trust #2, a
trust organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"). All terms used herein but not defined herein
shall have the meaning provided in the Stockholders Agreement (as defined
below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, Xxxxxx has previously agreed to be bound by the terms to the
Stockholders Agreement; and
WHEREAS, it is currently contemplated that the Xxxx Xxxxxx GRAT will
acquire a portion of the Xxxxxx Included Shares from Xxxxxx; and
WHEREAS, Xxxxxx will serve as the sole trustee (the "Trustee") of the
Xxxx Xxxxxx GRAT; and
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WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument confirming that the Permitted Transferee agrees to be
bound by the terms of the Stockholders Agreement in the same manner as the
Permitted Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, the Xxxx Xxxxxx GRAT and the Trustee each hereby (i) acknowledges that
each of them has read the Stockholders Agreement and (ii) agrees to be bound by
all the terms and conditions set forth in the Stockholders Agreement as a
Permitted Transferee and a Management Stockholder with respect to all Xxxxxx
Included Shares in which it holds any direct or indirect pecuniary, beneficial
or voting interest. Furthermore, the Xxxx Xxxxxx GRAT and Trustee each hereby
acknowledges that the Xxxxxx Included Shares acquired by the Xxxx Xxxxxx GRAT
will contain the legend set forth on Exhibit "A" hereto, and the Company
covenants to place such a legend on any Xxxxxx Included Shares that the Xxxx
Xxxxxx GRAT acquires. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective successors and permitted
assigns, including, without limitation, any successor Trustee under the Xxxx
Xxxxxx GRAT; provided that neither this Agreement nor any rights or obligations
hereunder may be transferred by the Xxxx Xxxxxx GRAT or Trustee except to a
Permitted Transferee in accordance with Section 2.2 of the Stockholders
Agreement. Except as permitted by Section 2.2 of the Stockholders Agreement, the
Xxxx Xxxxxx GRAT, Trustee, and Xxxxxx covenant and agree that no Person other
than Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx or
Xxxxxxx Xxxxxx can or will (A) be a Trustee or a beneficiary of the Xxxx Xxxxxx
GRAT, or (B) have any direct or indirect pecuniary, beneficial or voting
interest in the Xxxx Xxxxxx GRAT or the Xxxxxx Included Shares held by the Xxxx
Xxxxxx GRAT. This Agreement shall be attached to and become a part of the
Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
-----------------------------
Title: Vice President
----------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
-----------------------------
Title: Vice President
----------------------------
/s/ J. Xxxxxx Xxxxxx
----------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
----------------------------------------------
Xxxx X. Xxxxxx
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/s/ Xxxx Xxx Xxxxxx
----------------------------------------------
Xxxx Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
----------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
----------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
----------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
----------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
----------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
----------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
------------------------------------------
Name: J. Xxxxxx Xxxxxx
-----------------------------------------
Title: President
----------------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------
Title: President
--------------------------------
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
-------------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
10
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
11
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000, by and between (i) the Xxxxxxx Xxxxxx 2000 Grantor Retained
Annuity Trust, a trust organized under the laws of the State of Texas (the
"Xxxxxxx Xxxxxx GRAT"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware
limited partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the State of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Xxxxxx Partnership"),
(ix) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), (xv) the Xxxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"), and (xvi) Xxxxxxx Xxxxxx, an individual ("Xxx.
Xxxxxx"). All terms used herein but not defined herein shall have the meaning
provided in the Stockholders Agreement (as defined below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, Xxx. Xxxxxx has previously agreed to be bound by the terms of
the Stockholders Agreement; and
WHEREAS, it is currently contemplated that the Xxxxxxx Xxxxxx GRAT will
acquire a portion of the Xxxxxx Included Shares from Xxx. Xxxxxx; and
WHEREAS, Xxxxxx will serve as the sole trustee (the "Trustee") of the
Xxxxxxx Xxxxxx GRAT; and
12
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument confirming that the Permitted Transferee agrees to be
bound by the terms of the Stockholders Agreement in the same manner as the
Permitted Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, the Xxxxxxx Xxxxxx GRAT and the Trustee each hereby (i) acknowledges
that each of them has read the Stockholders Agreement and (ii) agrees to be
bound by all the terms and conditions set forth in the Stockholders Agreement as
a Permitted Transferee and a Management Stockholder with respect to all Xxxxxx
Included Shares in which it holds any direct or indirect pecuniary, beneficial
or voting interest. Furthermore, the Xxxxxxx Xxxxxx GRAT and Trustee each hereby
acknowledges that the Xxxxxx Included Shares acquired by the Xxxxxxx Xxxxxx GRAT
will contain the legend set forth on Exhibit "A" hereto, and the Company
covenants to place such a legend on any Xxxxxx Included Shares that the Xxxxxxx
Xxxxxx GRAT acquires. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective successors and permitted
assigns, including, without limitation, any successor Trustee under the Xxxxxxx
Xxxxxx GRAT; provided that neither this Agreement nor any rights or obligations
hereunder may be transferred by the Xxxxxxx Xxxxxx GRAT or Trustee except to a
Permitted Transferee in accordance with Section 2.2 of the Stockholders
Agreement. Except as permitted by Section 2.2 of the Stockholders Agreement, the
Xxxxxxx Xxxxxx GRAT, Trustee, Xxxxxx and Xxx. Xxxxxx covenant and agree that no
Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxx or Xxxxxxx Xxxxxx can or will (A) be a Trustee or a beneficiary of the
Xxxxxxx Xxxxxx GRAT, or (B) have any direct or indirect pecuniary, beneficial or
voting interest in the Xxxxxxx Xxxxxx GRAT or the Xxxxxx Included Shares held by
the Xxxxxxx Xxxxxx GRAT. This Agreement shall be attached to and become a part
of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
13
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------------
Title: Chief Financial Officer
-------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
/s/ J. Xxxxxx Xxxxxx
-------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx
14
/s/ Xxxx Xxx Xxxxxx
-------------------------------------------
Xxxx Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
-------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------
Title: President
-------------------------------------
15
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------
Title: President
--------------------------------
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
16
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
17
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000, by and between (i) the Xxxxxxx Xxxxxxx Xxxxxx 2000 Remainder
Trust, a trust organized under the laws of the State of Texas, (the "Xxxxxxx
Xxxxxx Trust"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware limited
partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the State of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Xxxxxx Partnership"),
(ix) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), (xv) the Xxxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"), (xvi) the Xxxx Xxxxxx 2000 Grantor Retained
Annuity Trust, a trust organized under the laws of the State of Texas (the "Xxxx
Xxxxxx GRAT"), (xvii) the Xxxxxxx Xxxxxx 2000 Grantor Retained Annuity Trust, a
trust organized under the laws of the State of Texas (the "Xxxxxxx Xxxxxx
GRAT"), and (xviii) Xxxxxxx Xxxxxx, an individual ("Xxx. Xxxxxx"). All terms
used herein but not defined herein shall have the meaning provided in the
Stockholders Agreement (as defined below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, Xxxxxx, Xxx. Xxxxxx, the Xxxx Xxxxxx GRAT and the Xxxxxxx
Xxxxxx GRAT have previously agreed to be bound by the terms of the Stockholders
Agreement; and
WHEREAS, it is currently contemplated that the Xxxxxxx Xxxxxx Trust
may, in the future, acquire a portion of the Xxxxxx Included Shares from Xxxxxx,
Xxx. Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument confirming that the Permitted Transferee agrees to be
bound by the terms of the Stockholders Agreement in the same manner as the
Permitted Transferee's transferor.
18
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, the Xxxxxxx Xxxxxx Trust hereby (i) acknowledges that it has read the
Stockholders Agreement and (ii) agrees to be bound by all the terms and
conditions set forth in the Stockholders Agreement as a Permitted Transferee and
a Management Stockholder with respect to all Xxxxxx Included Shares in which it
may hold any direct or indirect pecuniary, beneficial or voting interest,
including as an individual, shareholder, trustee, beneficiary or otherwise.
Furthermore, the Xxxxxxx Xxxxxx Trust acknowledges that any Xxxxxx Included
Shares acquired by it will contain the legend set forth on Exhibit "A" hereto,
and the Company covenants to place such a legend on any Xxxxxx Included Shares
that the Xxxxxxx Xxxxxx Trust acquires. Except as permitted by Section 2.2 of
the Stockholders Agreement, the Xxxxxxx Xxxxxx Trust, Xxxxxx, and Xxx. Xxxxxx
covenant and agree that no Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxx
or Xxxxxxx Xxxxxx can or will have any direct or indirect pecuniary, beneficial
or voting interest in the Xxxxxx Included Shares held by the Xxxxxxx Xxxxxx
Trust. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by the Xxxxxxx Xxxxxx Trust except to a Permitted Transferee in
accordance with Section 2.2 of the Stockholders Agreement. This Agreement shall
be attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
19
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXXX XXXXXXX XXXXXX 2000
REMAINDER TRUST
/s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
-----------------------------
/s/ J. Xxxxxx Xxxxxx
--------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx
20
/s/ Xxxx Xxx Xxxxxx
--------------------------------------------
Xxxx Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
--------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------------
Title: President
--------------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
------------------------------------
Name: J. Xxxxxx Xxxxxx
----------------------------------
Title: President
---------------------------------
21
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx, as Trustee
22
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
23
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000, by and between (i) the Xxxxxxx Xxxxxxxxx Xxxxxx 2000 Remainder
Trust, a trust organized under the laws of the State of Texas, (the "Xxxxxxx
Xxxxxx Trust"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware limited
partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the State of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Xxxxxx Partnership"),
(ix) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), (xv) the Xxxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"), (xvi) the Xxxx Xxxxxx 2000 Grantor Retained
Annuity Trust, a trust organized under the laws of the State of Texas (the "Xxxx
Xxxxxx GRAT"), (xvii) the Xxxxxxx Xxxxxx 2000 Grantor Retained Annuity Trust, a
trust organized under the laws of the State of Texas (the "Xxxxxxx Xxxxxx
GRAT"), and (xviii) Xxxxxxx Xxxxxx, an individual ("Xxx. Xxxxxx"). All terms
used herein but not defined herein shall have the meaning provided in the
Stockholders Agreement (as defined below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, Xxxxxx, Xxx. Xxxxxx, the Xxxx Xxxxxx GRAT and the Xxxxxxx
Xxxxxx GRAT have previously agreed to be bound by the terms of the Stockholders
Agreement; and
WHEREAS, it is currently contemplated that the Xxxxxxx Xxxxxx Trust
may, in the future, acquire a portion of the Xxxxxx Included Shares from Xxxxxx,
Xxx. Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument
24
confirming that the Permitted Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Permitted Transferee's
transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, the Xxxxxxx Xxxxxx Trust hereby (i) acknowledges that it has read the
Stockholders Agreement and (ii) agrees to be bound by all the terms and
conditions set forth in the Stockholders Agreement as a Permitted Transferee and
a Management Stockholder with respect to all Xxxxxx Included Shares in which it
may hold any direct or indirect pecuniary, beneficial or voting interest,
including as an individual, shareholder, trustee, beneficiary or otherwise.
Furthermore, the Xxxxxxx Xxxxxx Trust acknowledges that any Xxxxxx Included
Shares acquired by it will contain the legend set forth on Exhibit "A" hereto,
and the Company covenants to place such a legend on any Xxxxxx Included Shares
that the Xxxxxxx Xxxxxx Trust acquires. Except as permitted by Section 2.2 of
the Stockholders Agreement, the Xxxxxxx Xxxxxx Trust, Xxxxxx, and Xxx. Xxxxxx
covenant and agree that no Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxx
or Xxxxxxx Xxxxxx can or will have any direct or indirect pecuniary, beneficial
or voting interest in the Xxxxxx Included Shares held by the Xxxxxxx Xxxxxx
Trust. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by the Xxxxxxx Xxxxxx Trust except to a Permitted Transferee in
accordance with Section 2.2 of the Stockholders Agreement. This Agreement shall
be attached to and become a part of the Stockholders Agreement.
[Remainder of this Page Intentionally Left Blank]
25
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXXX XXXXXXXXX XXXXXX 2000
REMAINDER TRUST
/s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
-------------------------------
Title: Vice President
------------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
-------------------------------
Title: Vice President
------------------------------
/s/ J. Xxxxxx Xxxxxx
--------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
26
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxx Xxxxxx
--------------------------------------------
Xxxx Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
--------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------------
Title: President
--------------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
------------------------------------
Name: J. Xxxxxx Xxxxxx
----------------------------------
Title: President
---------------------------------
27
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx, as Trustee
28
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
29
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 8th day of
November, 2000, by and between (i) the Xxxxxx Xxxxxxx Xxxxxx 2000 Remainder
Trust, a trust organized under the laws of the state of Texas, (the "Xxxxxx
Xxxxxx Trust"), (ii) each of Apollo Investment Fund IV, L.P., a Delaware limited
partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"), (vi) Xxxx
Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) the Xxxxxx 1999 Trust, a trust
organized under the laws of the state of Texas (the "Xxxxxx Trust"), (viii)
Xxxxxx Partners, Ltd, a Texas limited partnership (the "Xxxxxx Partnership"),
(ix) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the Partnership, (x) Xxxx Xxxxxx, and individual ("Xxxx
Xxxxxx"), (xi) Xxxxxxx Xxxxxx, an individual ("Xxxxxxx Xxxxxx"), (xii) the Xxxx
Xxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas ("Xxxx Trust #1"), (xiii) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Xxxx Trust #2"), (xiv) the
Xxxxxxx Xxxxxx Family Trust #1, a trust organized under the laws of the State of
Texas (the "Matt Trust #1"), (xv) the Xxxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas (the "Matt Trust #2" and,
together with Xxxxxx, Xxx. Xxxxxx, the Trust, Xxxxxx Management, the
Partnership, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Trust #1, Xxxx Trust #2 and Matt
Trust #1, the "Xxxxxx Persons"), (xvi) the Xxxx Xxxxxx 2000 Grantor Retained
Annuity Trust, a trust organized under the laws of the state of Texas (the "Xxxx
Xxxxxx GRAT"), (xvii) the Xxxxxxx Xxxxxx 2000 Grantor Retained Annuity Trust, a
trust organized under the laws of the state of Texas (the "Xxxxxxx Xxxxxx
GRAT"), and (xviii) Xxxxxxx Xxxxxx, an individual ("Xxx. Xxxxxx"). All terms
used herein but not defined herein shall have the meaning provided in the
Stockholders Agreement (as defined below).
WITNESSETH:
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, in connection with Xxxxxx'x estate planning, the parties to
the Stockholder's Agreement and the Xxxxxx Persons have entered into Agreements
to be Bound, dated as of September 9, 1999, supplementing the Stockholder's
Agreement; and
WHEREAS, Xxxxxx, Xxx. Xxxxxx, the Xxxx Xxxxxx GRAT and the Xxxxxxx
Xxxxxx GRAT have previously agreed to be bound by the terms of the Stockholders
Agreement; and
WHEREAS, it is currently contemplated that the Xxxxxx Xxxxxx Trust may,
in the future, acquire a portion of the Xxxxxx Included Shares from Xxxxxx, Xxx.
Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Permitted Transferees acquiring any or all of the Xxxxxx Included Shares must
enter into an instrument
30
confirming that the Permitted Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Permitted Transferee's
transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Xxxxxx Included Shares in the
Company, the Xxxxxx Xxxxxx Trust hereby (i) acknowledges that it has read the
Stockholders Agreement and (ii) agrees to be bound by all the terms and
conditions set forth in the Stockholders Agreement as a Permitted Transferee and
a Management Stockholder with respect to all Xxxxxx Included Shares in which it
may hold any direct or indirect pecuniary, beneficial or voting interest,
including as an individual, shareholder, trustee, beneficiary or otherwise.
Furthermore, the Xxxxxx Xxxxxx Trust acknowledges that any Xxxxxx Included
Shares acquired by it will contain the legend set forth on Exhibit "A" hereto,
and the Company covenants to place such a legend on any Xxxxxx Included Shares
that the Xxxxxx Xxxxxx Trust acquires. Except as permitted by Section 2.2 of the
Stockholders Agreement, the Xxxxxx Xxxxxx Trust, Xxxxxx, and Xxx. Xxxxxx
covenant and agree that no Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxx
or Xxxxxx Xxxxxx can or will have any direct or indirect pecuniary, beneficial
or voting interest in the Xxxxxx Included Shares held by the Xxxxxx Xxxxxx
Trust. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by the Xxxxxx Xxxxxx Trust except to a Permitted Transferee in
accordance with Section 2.2 of the Stockholders Agreement. This Agreement shall
be attached to and become a part of the Stockholders Agreement.
[Remainder of this Page Intentionally Left Blank]
31
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX XXXXXXX XXXXXX 2000
REMAINDER TRUST
/s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
-------------------------------
Title: Vice President
------------------------------
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
-------------------------------
Title: Vice President
------------------------------
/s/ J. Xxxxxx Xxxxxx
--------------------------------------------
J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx
32
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxx Xxxxxx
-------------------------------------------
Xxxx Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
-------------------------------------------
Xxxx Xxxxxx
XXXX XXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #1
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX FAMILY TRUST #2
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxx Xxxxxx, as Trustee
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------
Title: President
-------------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. Xxxxxx Xxxxxx
-----------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------
Title: President
--------------------------------
33
XXXXXX 1999 TRUST
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
XXXXXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, as Trustee
XXXX XXXXXX 2000 GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, as Trustee
34
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
