X0306 4 2019-11-20 0 0001698991 Accel Entertainment, Inc. ACEL 0001794567 Phelan Mark T. C/O ACCEL ENTERTAINMENT, INC. 140 TOWER DRIVE BURR RIDGE IL 60527 0 1 0 0 Chief Revenue Officer Class A-1 Common Stock 2019-11-20 4 A 0 36645 A 36645 D Class A-2 Common Stock 2019-11-20 4 A 0 2760 0.00 A Class A-1 Common Stock 2760 2760 D Warrants 11.50 2019-11-20 4 A 0 2249 0.00 A 2024-11-20 Class A-1 Common Stock 2249 2249 D 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"), 2,132 shares of the Class A Common Stock of Accel held by the Reporting Person were exchanged for (i) a cash payment in the amount of $9.75, (ii) 36,645 shares of the Issuer's Class A-1 Common Stock, (iii) 2,760 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase 2,249 shares of the Issuer's Class A-1 Common Stock. 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 Mark T. Phelan 2019-11-22