13D Filing: Engaged Capital and Rent A Center Inc De (RCII)

(b)       By
virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore,
Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned
by Engaged Capital Flagship Master.

By virtue of their
respective positions with Engaged Capital Co-Invest V, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed
to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Co-Invest V.

By virtue of their
respective positions with Engaged Capital Co-Invest V-A, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed
to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Co-Invest V-A.

By virtue of their
respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed
to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

Mr. Hetrick has the
sole power to vote and dispose of the Shares owned by him.

(c)       Except
for the 14,265 Director Deferred Stock Units awarded to Mr. Hetrick in his capacity as a director of the Issuer on January 2, 2018,
there have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

On February 5, 2018,
Engaged and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1

Cooperation Agreement, dated February 5, 2018.