X0306 4 2019-11-20 0 0001698991 Accel Entertainment, Inc. ACEL 0001794305 Ruttenberg David W. C/O ACCEL ENTERTAINMENT, INC. 140 TOWER DRIVE BURR RIDGE IL 60527 1 0 0 0 Class A-1 Common Stock 2019-11-20 4 A 0 524250 A 524250 I See Footnote Class A-1 Common Stock 2019-11-20 4 A 0 638983 A 638983 I See Footnote Class A-1 Common Stock 2019-11-20 4 A 0 638966 A 638966 I See Footnote Class A-1 Common Stock 2019-11-20 4 A 0 149351 A 149351 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 14081 0.00 A Class A-1 Common Stock 14081 14081 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 14082 0.00 A Class A-1 Common Stock 14082 14082 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 39487 0.00 A Class A-1 Common Stock 39487 39487 I See Footnote Warrants 11.50 2019-11-20 4 A 0 11473 0.00 A 2024-11-20 Class A-1 Common Stock 11473 11473 I See Footnote Warrants 11.50 2019-11-20 4 A 0 11474 0.00 A 2024-11-20 Class A-1 Common Stock 11474 11474 I See Footnote Warrants 11.50 2019-11-20 4 A 0 32175 0.00 A 2024-11-20 Class A-1 Common Stock 32175 32175 I See Footnote Under the terms of the Transaction Agreement, dated as of June 13, 2019, as amended, by and among the Issuer, each of the shareholders of Accel Entertainment, Inc. ("Accel") named as Sellers therein, and the Shareholder Representatives named therein (the "Transaction Agreement"), 284,928 shares of the Common Stock of Accel held indirectly by the Reporting Person were exchanged for (i) cash payments in the aggregate amount of $30,336,044.26, (ii) 1,951,550 shares of the Issuer's Class A-1 Common Stock, (iii) 67,650 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase an aggregate of 55,122 shares of the Issuer's Class A-1 Common Stock. Securities are held by the David W. Ruttenberg Revocable Trust, of which the Reporting Person is the sole trustee. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Securities are held by the Crilly Court Trust, of which the Reporting Person is a beneficiary. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Securities are held by Grant Place Fund LLC, of which the Reporting Person is the Manager. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Securities are held by Lakewest Gaming General Partnership, of which the Reporting Person is the general partner. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The Issuer's Class A-2 Common Stock will be eligible to convert into an equal number of the Issuer's Class A-1 Common Stock in three separate tranches upon the satisfaction of certain predetermined stock price or earnings thresholds as set forth in the Restricted Stock Agreement dated as of November 20, 2019, by and among the Issuer, the Reporting Person and the other persons party thereto. If the Issuer undergoes an Acceleration Event (as defined therein) and the satisfaction of the applicable stock price or earnings thresholds cannot be determined at that time, then each share of Class A-2 Common Stock not previously converted into Class A-1 Common Stock will convert into Class A-1 Common Stock immediately prior to the consummation of such Acceleration Event. The Class A-2 Common Stock has no expiration date. The warrants will become exercisable 30 days after the closing of the business combination contemplated by the Transaction Agreement (the "Closing"). The Issuer is required to use its best efforts to file with the U.S. Securities and Exchange Commission, within 15 business days of the Closing, a registration statement for the registration of Class A-1 Common Stock issuable upon exercise of the warrants. /s/Derek Harmer, Attorney-in-fact for David W. Ruttenberg 2019-11-22