13D Filing: Vintage Capital Management LLC and Rent A Center Inc De (RCII)

The Standstill Provision becomes entirely
inoperative, and the Standstill Period ends, if a Competing Transaction occurs. A “Competition Transaction” is a transaction
where a person, other than Vintage Capital (1) enters into an agreement providing for the merger or consolidation, or any similar
transaction, involving the Issuer in which, following consummation of such transaction, substantially all of the persons who,
immediately prior to such transaction, had beneficial ownership of 50% or more of the voting power of the Issuer do not continue
to beneficially own at least 50% of the voting power of the combined entity and do not have the ability to elect a majority of
the directors of the combined entity; (2) enters into an agreement providing for the purchase or other acquisition of, or purchases
or otherwise acquires, more than 50% of the assets of the Issuer; (3) enters into an agreement providing for the purchase or other
acquisition of, or purchases or otherwise acquires, beneficial ownership of securities representing 50% or more of the voting
power of the Issuer; or (4) commences a tender or exchange offer with respect to securities representing 50% or more of the voting
power of the Issuer.