Exhibit 10.6


 


Execution Copy


 





MUTUAL
INDEMNITY/CONTRIBUTION AGREEMENT


 


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.


 


WHEREAS,
as an inducement for the parties thereto to enter into the Merger Agreement, the BR Guarantor and the Vintage Guarantors have
entered into a Limited Guarantee (the “Limited Guarantee”) pursuant to which the Guarantors have jointly and
severally agreed to guarantee, subject to the terms and conditions set forth therein, the payment, performance and discharge of
certain obligations of Parent in favor of the Company (the “Guaranteed Obligations”);.


 


WHEREAS,
the Parties desire to make certain arrangements among themselves in connection with their respective potential obligations under
the Limited Guarantee.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree
as follows:


 


1.            Reciprocal
Indemnification and Contribution


 


(a)       The
BR Guarantor and/or certain of its affiliates have entered into certain financing commitments to support the transactions contemplated
by the Merger Agreement as follows: (i) an $800.0 Million First Lien Term Loan Facility Commitment Letter, dated June 17, 2018,
in favor of Vintage Rodeo Parent, LLC (such commitment letter, as it may be amended from time to time, the “Term Debt
Commitment Letter”), (ii) a $275.0 Million Term Loan Facility Commitment Letter dated June 17, 2018, in favor of Vintage
Rodeo Parent, LLC (such commitment letter, as it may be amended from time to time, the “Acceptance Now Debt Commitment
Letter”) and (iii) a Subscription Agreement with Vintage Rodeo, L.P. pursuant to which B. Riley Financial, Inc. has
agreed to subscribe for up to $315,000,000 of limited partnership interests in Vintage Rodeo, L..P and up to $114,000,000 of 13%
PIK Preferred limited partnership interests in Vintage Rodeo, L.P. (such subscription agreement, as modified by that certain side
letter of even date therewith and as it may be further amended from time to time, the “Subscription Agreement”
and collectively with the Term Debt Commitment Letter, and the Acceptance Now Debt Commitment Letter, the “BR Financing
Commitments”). A failure of the BR Guarantor or any of its affiliates to fund their respective obligations under the
BR Financing Commitments that results in an obligation of a Guarantor to make any payment under the Limited Guarantee shall be
referred to herein as a (“BR Commitment Failure”), and the amount so due under the Limited Guarantee on account
of such BR Commitment Failure shall be referred to as a “BR Commitment Failure Obligation”). Any other circumstance
that results in an obligation of a Guarantor to make any payment under the Limited Guarantee shall be referred to as a (“Merger
Agreement Failure”), and the amount so due under a Limited Guarantee on account of such Merger Agreement Failure shall
be referred to as a “Merger Agreement Failure Obligation”).


 






     


     


    

 


(b)       The
BR Party hereby agrees to indemnify and hold harmless each of the Vintage Parties, together with any Vintage Party Affiliate (as
defined below) from and against all losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements
of counsel, incurred in investigating and defending against any such claim, damage or liability) joint or several, to the extent
arising out of or based upon any BR Commitment Failure; provided, however that in no event may the amounts payable by or on behalf
of the BR Guarantor hereunder, together with any other amounts paid under the Limited Guarantee exceed the Parent Cap. For purposes
hereof, the term “Vintage Party Affiliate” means any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person or assignee of either Vintage Party,
but excluding Parent and Merger Sub.


 


(c)       The
Vintage Parties hereby agree, jointly and severally, to indemnify and hold harmless the BR Party, together with any BR Party Affiliate
(as defined below) from and against all losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements
of counsel, incurred in investigating and defending against any such claim, damage or liability) joint or several, to the extent
arising out of or based upon any Merger Agreement Failure; provided, however that in no event may the amounts payable by or on
behalf of the Vintage Parties hereunder, together with any other amounts paid under the Limited Guarantee exceed the Parent Cap.
For purposes hereof, the term “BR Party Affiliate” means any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person or assignee of the BR Party.


 


(d)       In
order to provide for just and equitable contribution in circumstances in which indemnification provided for in paragraph (b) or
(c) of this Section 1 is unavailable, each of the BR Guarantor and the Vintage Guarantors shall contribute to the aggregate
losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements of counsel incurred in investigating
and defending against any claim, damage, or liability), to which one or more of such Guarantors may be subject in such proportion
as is appropriate to reflect the relevant fault of the respective Guarantor giving rise to the Guaranteed Obligations; provided,
however, that: in no event shall the amounts payable by the BR Guarantor hereunder, together with any other amounts paid under
the Limited Guarantee exceed the Parent Cap and in no event shall the amounts payable by the Vintage Guarantors hereunder, together
with any other amounts paid under the Limited Guarantee exceed the Parent Cap.


 


2.            Entire
Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.


 


3.            Amendment;
Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge
or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing
and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver
by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement or a failure to or delay
in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar
nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are
cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.


 






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4.            No
Third Party Beneficiaries. Except for the provisions of this Agreement (i) that reference BR Party Affiliates (each of which
shall be for the benefit of and enforceable by each BR Party Affiliate), or that reference Vintage Party Affiliates (each of which
shall be for the benefit of and enforceable by each Vintage Party Affiliate) the Parties hereby agree that their respective obligations
set forth herein are solely for the benefit of the other Parties hereto, in accordance with and subject to the terms of this Agreement,
and does not, confer upon any person other than the Parties hereto and any BR Party Affiliate or Vintage Party Affiliate any rights
or remedies hereunder.


 


5.            Counterparts.
This Agreement may be executed by facsimile or other means of electronic transmission and in one or more counterparts, and by
the different Parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.


 


6.            Notices.
All notices, requests, claims, demands, waivers and other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed given when received if delivered personally; when transmitted if transmitted by facsimile
or by electronic mail (with written confirmation of transmission); the Business Day after it is sent, if sent for next day delivery
to a domestic address by overnight courier (providing proof of delivery) to the Parties at the following addresses (or at such
other address for a Party as shall be specified by like notice):


 


(a)           if
to the BR Guarantor,


 


B.
Riley Financial, Inc.


299
Park Ave.


7th
Floor


New
York, NY 10171

Email:      aforman@brileyfin.com


Attn:
       Alan Forman, EVP & GC


 


with
a copy (which shall not constitute notice) to:


 


Brown
Rudnick LLP


One
Financial Center


Boston,
MA 02111

Facsimile: 617-856-8201

Email:      PFlink@brownrudnick.com


Attn:
       Philip J. Flink, Esquire


 






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(b)           if
to the Vintage Guarantors,




 


Vintage
RTO, L.P.


Samjor
Family LP


4705
South Apopka Vineland Road, Suite 206


Orlando,
Florida 32819

Email:       bkahn@vintcap.com


Attn:
        Brian R. Kahn


 


with
a copy (which shall not constitute notice) to:


 


Wilson
Sonsini Goodrich & Rosati


 


Professional
Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

Facsimile: (650) 493-6811

Email:      bfinkelstein@wsgr.com


                dschnell@wsgr.com

Attn:        Bradley L. Finkelstein

                Douglas K. Schnell


 


or,
in each case, at such other address as may be specified in writing to the other Party.


 


7.            Governing
Law. THIS AGREEMENT AND ANY ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE DIRECTLY OR INDIRECTLY BASED UPON,
RELATING TO ARISING OUT OF THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF.


 


8.            Consent
to Jurisdiction, etc. Subject to Section 9 of this Agreement below, in any legal action, suit or proceeding arising
out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the Parties hereto
irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State
of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District
Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section
8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose
except as provided in this Section 8 and shall not be deemed to confer rights on any Person other than the Parties hereto);
and (b) each of the Parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such Party is to receive notice in accordance with Section 6 hereof. The Parties
hereto agree that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the
foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial
court judgment.


 


9.            Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING,
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF.


 






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10.          Representations
and Warranties. Each of the Parties hereto hereby represents and warrants with respect to itself that: (a) it is duly organized
and validly existing under the laws of its jurisdiction of organization, (b) it has all requisite power and authority to execute,
deliver and perform this Agreement, (c) the execution, delivery and performance of this Agreement by such Party has been duly
and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of such Party are
necessary therefor, (d) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally
binding obligation of it, enforceable against such Party in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors, (e) the execution, delivery and performance by such Party of this
Agreement do not and will not (i) violate the organizational documents of such Party, (ii) violate any applicable law or order,
or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right
of termination, cancelation or acceleration of any obligation, any contract to which such Party is a party, in any case, for which
the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the
consummation by such Party of the transactions contemplated by this Agreement on a timely basis, (f) all approvals of, filings
with and notifications to, any Governmental Entity or other Person necessary for the due execution, delivery and performance of
this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action
by, and no notice to or filing with, any Governmental Entity or other Person is required in connection with the execution, delivery
or performance by it of this Agreement, (g) it has the financial capacity to pay and perform all of its obligations under this
Agreement. The Vintage Parties, jointly and severally, represent and warrant to the BR Party that Vintage RTO, L.P. and Samjor
Family LP own 2,156,339 units and 8,354,118 units, respectively, of Buddy’s Newco, LLC, out of a total of 17,598,668 units
outstanding as of the date of this Agreement.


 


11.          Additional
Covenants. So long as this Agreement is in effect, each Party hereby covenants and agrees that: (a) it shall not institute,
and shall cause each of its controlled Affiliates not to institute, directly or indirectly, any action, suit or proceeding or
bring any other claim, asserting that this Agreement is illegal, invalid or unenforceable in accordance with its terms, but subject
to the terms of Agreement; (b) it will comply in all material respects with all applicable laws and orders of Governmental Entities
to which it may be subject if failure to so comply would impair its ability to perform its obligations under this Agreement; and
(c) it will not take any action or omit to take any action that would or would reasonably be expected to cause or result in any
of its representations and warranties set forth in Section 10 hereof to become untrue.


 


12.          No
Assignment. No Party may assign their respective rights, interests or obligations hereunder to any other person (except by
operation of law) without the prior written consent of the BR Guarantor (in the case of an assignment by a Vintage Party) or the
Vintage Guarantors (in the case of an assignment by the BR Party), and any attempted assignment without such required consents
shall be null and void and of no force or effect. Subject to the foregoing, all of the terms and provisions of this Agreement
shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.


 






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13.          Severability.
If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or
unenforceable for any reason, such circumstances shall not have the effect of rendering such provisions in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative,
or unenforceable to any extent whatsoever; provided, that this Agreement may not be enforced without giving effect to the
limitation of the amount payable hereunder to the Parent Cap.


 


14.          Headings.
The headings contained in this Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation
hereof.


 


15.          Relationship
of the Parties. Each Party acknowledges and agrees that (a) this Agreement is not intended to, and does not, create any agency,
partnership, fiduciary or joint venture relationship between or among any of the Parties hereto and neither this Agreement nor
any other document or agreement entered into by any Party hereto relating to the subject matter hereof shall be construed to suggest
otherwise and (b) the obligations of the Parties hereto are solely contractual in nature.


 


*
* * * *


 






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IN
WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first written above.


 





	VINTAGE
    PARTIES:	VINTAGE
    RTO, L.P.
	 	 
	 	By:  Vintage
    RTO GP LLC, its General Partner


 


	 	By:	/s/ Brian R. Kahn
	 	 	Name: Brian R. Kahn
	 	 	Its: Manager


 


	 	SAMJOR FAMILY, LP
	 	 
	 	By:	Samjor Inc., its General Partner
	 	 	 
	 	By:	/s/ Brian R. Kahn
	 	 	Name: Brian R. Kahn
	 	 	Its: President


 






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	BR PARTY:	B. RILEY FINANCIAL, INC.
	 	 	 
	 	By:	 /s/ Bryant Riley
	 	 	Name: Bryant Riley
	 	 	Its: Chairman, Co-CEO




 



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