MUTUAL INDEMNITY/CONTRIBUTION AGREEMENTMutual Indemnity/Contribution Agreement • June 20th, 2018 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT, dated as of June 17, 2018 (this “Agreement”), by and among Vintage RTO, L.P., Samjor Family LP (together with Vintage RTO, L.P., the “Vintage Guarantors” or the “Vintage Parties”) and B. Riley Financial, Inc. (the “BR Guarantor” or the “BR Party,” and together with the Vintage Guarantors, the “Guarantors” or the “Parties”). Reference is made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended from time to time, the “Merger Agreement”), by and among Rent-A-Center, Inc., a Delaware corporation (the “Company”), Vintage Rodeo Parent, LLC, a Delaware limited liability company (“Parent”), and Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • June 20th, 2018 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
THIS LIMITED GUARANTEE, dated as of June 17, 2018 (this “Limited Guarantee”), is made by B. Riley Financial, Inc., a Delaware corporation (the “BR Guarantor”), and Vintage RTO, L.P., a Delaware limited partnership (the “VRTO Guarantor”) (the BR Guarantor and the VRTO Guarantor each, a “Guarantor” and collectively the “Guarantors”), in favor of Rent-A-Center, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments thereto unless such amendments are approved by the Guarantors in accordance with Section 8 of this Limited Guarantee, the “Merger Agreement”), by and among the Company, Vintage Rodeo Parent, LLC, a Delaware limited liability company (“Parent”), and Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in
Vintage Rodeo, L.P. C/O Vintage Rodeo GP, LLC, General PartnerB. Riley Financial, Inc. • June 20th, 2018 • Services-business services, nec • Florida
June 17, 2018B. Riley Financial, Inc. • June 20th, 2018 • Services-business services, nec • Delaware
Reference is made to the Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Rent-A-Center, Inc., a Delaware corporation (the “Company”), Vintage Rodeo Parent, LLC, a Delaware limited liability company (“you” or “Parent”), and Vintage Rodeo Acquisition, Inc., a Delaware corporation (“Merger Sub”). This letter agreement is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used and not otherwise defined in this letter agreement shall have the meanings ascribed to such terms in the Merger Agreement.
